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, 2005 { } 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.)  3538 Caruth Blvd., 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}   - 1 -   Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act Yes [  ] No [X] State Issuer's revenues for most recent fiscal year: $80,593. 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 April 14, 2006, was 6,308,292 shares. Transitional Small Business Disclosure Format (check one): Yes [  ] No [X]                      - 2 -   BIDGIVE INTERNATIONAL, INC. 2005ANNUAL REPORT ON FORM 10-KSB INDEX  PART I ITEM 1. DESCRIPTION OF BUSINESS ITEM 2. DESCRIPTION OF PROPERTY ITEM 3. LEGAL PROCEEDINGS ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ITEM 6.         MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ITEM 7. FINANCIAL STATEMENTS ITEM 8.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ITEM 8A.         CONTROLS AND PROCEDURES ITEM 8B. OTHER INFORMATION PART III ITEM 9.         DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT ITEM 10.         EXECUTIVE COMPENSATION ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ITEM 13. EXHIBITS ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES          - 3 -    EXPLANATORY NOTE  We are filing this Form 10-KSB/A for the fiscal year ended December 31, 2005, to reflect the revision of our Financial Statements for that period.  Pursuant to comments from the Securities and Exchange Commission, we have revised our financial statements by deleting the Cost of Sales and Gross Profit lines and adding subsections to the Operating Expenses section of the Statements of Operations.  We have also updated the Description of Business section.  Any items included in the original report on Form 10-KSB for the fiscal year ended December 31, 2005, 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. SAFE HARBOR REGARDING FORWARD LOOKING STATEMENTS Certain statements in this prospectus are what are known as forward-looking statements, which are basically statements about the future. For that reason, these statements involve risk and uncertainty since 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 that 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  We offer two types of related programs under the umbrella of our Rewards Program: (a) the Reward Card Programs and (b) the Discount Certificate Programs, as described below.  The Discount Certificate Programs The Discount Certificate Programs involve paper discount certificates that are limited in number, printed off of BidGives website, and that can only be used once by the purchaser, although they generally offer higher percentage discounts than the Rewards Card Programs.  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.

In the Reward Card Programs, this discount is applied when the customer uses the Reward Card to purchase the item at the participating merchant and can be used an unlimited number of times.  In the Discount Certificate Programs, this discount is represented by a certificate that may only be used once.  

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.

  (Unless otherwise indicated, Rewards Program refers to both the certificate and card programs.)  We have acquired written contracts with various restaurants and retail merchants desiring to participate in our

Discount Certificate

 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.  This program is operational in the Florida area.  We have created a co-branded version of our Rewards Card Program called the Montessori Family Benefits Rewards Card (referred to herein as the Montessori Rewards Program), which we will use to target the independent school market, beginning with Montessori schools across the United States and Canada.  We offer this Program to schools associated with the American Montessori Society (AMS), as well as independent Montessori schools in the United States and Canada.  To date, we have enrolled a total of approximately 450 schools in the Montessori Rewards Program. While our Discount Certificate Program is located in only one state (Florida), the Montessori Rewards Program is being rolled-out nationally, and it is presently operational in 35 states and in Canada.  The states with the largest number of currently enrolled schools include 33 schools in Illinois, 31 in California, 20 in Texas and 19 in Florida.  We intend to encourage participatory schools to recruit local merchants into the Montessori Rewards Program and are currently in the process of supplying the participating independent schools with necessary materials for that purpose. Sales activity has been nominal to date as we roll out the program and system.  The

standard

Reward

Card

Program and the

Montessori

Reward

s

 Program operate in the same way.  We enter into contracts with local merchants for them to provide discounts through our 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 credits submitted by purchasers

 in our Card Programs

, and participate in marketing efforts.  Participating merchants generally provide discounts in the range of 5-40% off the normal retail price of the purchases from that merchant, with 20-25% off being the average discount.  Of this discount, the cardholder receives half (which is paid in the form of a rebate to their card), the Company receives one-fourth, and the charity receives one-fourth. For example, if the merchant provides a 20% discount, one-half of that discount amount (10% of the retail price) goes to the cardholder and the other half (the remaining 10%) is split equally between the charity designated by the cardholder (5%) and the Company (5%).  When merchants elect to also participate in the Discount Certificate Program and advertise through BidGive, they pay for part of the advertising cost by specifying the number of printable discount certificates that will be redeemable at their establishments.  These certificates form the base for our Discount Certificate Program.  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.  Once a merchant is enrolled in either the Companys Rewards Card Program or the co-branded Montessori Family Rewards Card Program, the merchant discount is available to all participants in any of the Companys proprietary or co-branded card programs. Further, once a merchant participates in the Discount Certificate Program and a certificate to that merchant is offered on the BidGive or associated website(s), those certificates are available for purchase by any BidGive customer.  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.   - 6 -   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, 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 our revenue.  We present our

Montessori

Rewards Program to independent schools as a way for them to leverage the relationship they have already established with the families of their students.   Individual schools may participate in the

Montessori

Rewards Program simply by assigning parents to manage the program within the school, including enrolling other parents and school teachers/administrators in the program and recruiting local merchants into the program.  By encouraging the families of their students to join our

Montessori

 Rewards Program and to designate the school to receive the charitable royalty portion of the negotiated discount provided by merchants on each transaction, the school has the opportunity to increase the revenues it receives from student families without directly requesting additional donations from them. The

Montessori

 Rewards Program offered to the schools is a co-branded form of the Companys standard Rewards

Card

Program, which has been adjusted in an effort to fit the unique interests and desires of the participant.  For example, with the Montessori community, the Companys rewards program is being offered through participating Montessori schools and the American Montessori Society as the Montessori Family Benefits rewards card program in conjunction with the new Montessori magazine (M: the Magazine for Montessori Families) and the 100th Anniversary of Montessori celebration in 2006-2007 (the Montessori Initiative).  Commencing in the third quarter of 2005, we provided consulting services to the American Montessori Society (AMS), an accrediting agency for Montessori schools, relating to establishing a sustainable revenue stream for it and its individual schools in conjunction with the upcoming 100th Anniversary Montessori Initiative.  The consulting services involved assistance in re-designing the AMS website to add pages devoted to the Montessori Initiative, assistance in formulating the Initiative as a whole as an outreach to the general public,



garnering media attention, acquiring corporate sponsors, and launching a new magazine devoted to Montessori teachings called M: The Magazine for Montessori Families (the Magazine).   The Magazine is owned, operated and published by MPublishing, LLC, (MPublishing) a  - 7 -   private entity formed in October 2005, which is wholly owned (100%) by Bidgive. AMS is entitled to receive a royalty equal to 20% of the net profits earned by the Company from the operation of MPublishing.  Bidgive, through MPublishing, is responsible for the initial design, production, marketing and general implementation of the Magazine, with AMSs assistance in providing Montessori and Montessori-related information.  MPublishing is required to publish the Magazine on a bimonthly basis.  This Agreement has a term of five years, which can be extended for an additional five-year term upon mutual agreement of the parties, and can be terminated by either party at any time.  Along with the magazine, MPublishing operates an associated website (www.MtheMagazine.com) where the

Montessori

Rewards Program resides and can be accessed by all participants.  Three (3) issues of the Magazine have been printed and distributed (every two months

, with a summer double issue

) since January 2006.  The new Magazine currently has approximately 3,500 subscribers.  It is anticipated that there will be an increase in the number of subscribers beginning in

fall

 2006, with the new school year.  Editorial and design/layout services for the Magazine are handled by Brady & Paul Communications Inc., with printing and distribution services handled by Quebecor World.  MPublishings agreement with Brady & Paul requires it to pay to Brady & Paul $10,000 per issue, plus monthly expenses, for assistance with the production of the magazine, with an estimated six issues per year; however, this issue payment is deferred and accrued until such time as Mpublishing has received sufficient revenues to make these payments.  Monthly expenses exceeding $500 must be preapproved by MPublishing.  We have paid Brady & Paul a total of $8,625 as earnest money (a payment of $7,500 and a payment of $1,125).  We also have agreed to pay Brady and Paul five percent (5%) of gross revenues derived from magazine operations in 2006 and seven and one-half percent (7.5%) in 2007.  We have paid Brady & Paul $5,000 to date as their Brady & Paul will provide editing, design, and art direction, as well as assistance with the implementation of a publishing program.  Subscription and database software are utilized by MPublishing to maintain operations.  Brady & Paul may terminate the agreement with 90 days notice.  MPublishing may terminate the agreement upon 14 days notice for failure to render timely professional advice and assistance or for malfeasance.  Brady and Paul has the right to cure the failings within the 14 day notice period.  If MPublishing terminates the agreement, it must pay Brady & Paul a discontinuation fee of $10,000 per month for the duration of the initial contract term as compensation for Brady & Pauls efforts in creation of the Magazine.  Our agreement with Quebecor World includes the terms setting forth Quebecors responsibilities for printing and distributing the magazine.  The term of the contract is from August 4, 2005 until December 30, 2007.  MPublishing will pay Quebecor World for printing 25,000 copies of each Magazine issue, each of which will consist of 40 pages (plus the cover page).  The prices paid by MPublishing for these services are subject to change based upon the number of copies printed and the number of pages in each issue.  The prices are determined using a price schedule (which is determined solely by Quebecor) per page based on how many pages are printed.  A higher number of printed pages will result in a lower price per page.  MPublishing currently pays the rate of $49.00 per hundredweight for 100# pages and $50.40 per hundredweight for 60# pages.  Shipping costs are additional and are paid for by MPublishing.  In addition to including articles that are intended to educate and inform readers, an integral part of the Magazine is to market the Companys

Montessori

 Rewards Program and to be a vehicle for advertising by corporate sponsors and merchant participants.  The new Magazine and the associated website are intended to continue the Companys advertising model and to serve as delivery vehicles in addition to local newspaper ads and inserts.  Our independent school marketing program was launched in October 2005,as part of the 100th Anniversary Montessori Initiative and as a vehicle to expand BidGives ongoing business operations. As of the date of this Prospectus, approximately 450 Montessori schools have joined the

Montessori

Rewards Program as a result of their participation in this Initiative.  All Montessori schools are invited to join the Initiative, which includes offering parents a subscription to a new magazine devoted to the Montessori teaching philosophy and method.  This subscription includes automatic enrollment of the family in the co-branded Montessori  - 8 -   Family Benefits

R

ewards

P

rogram under the BidGive

Montessori

 Rewards Program umbrella.  The Montessori Family Benefits rewards card is the co-branded program for the Montessori schools employing the Companys standard debit card reward program model.  The co-branded card can be either a Visa or a MasterCard debit card and will be issued in association with a card-issuing bank.  The card will utilize the Visa/MasterCard merchant systems and processing and will be accepted anywhere Visa/MasterCard are accepted.  However, the merchant will also have to be a participant in BidGives program for the purchaser and selected charity to receive benefits through our Rewards Program.  After a family enrolls in the

Montessori

 Rewards Program, we generate revenue as a result of receiving our share of the discount on every

Montessori

 Rewards Program transaction completed by that family.  Our proprietary software, along with the software from our card-issuing bank and our card merchant, tracks all transactions and divides and distributes the proceeds as necessary to each participant. Discounts are determined by the agreements with the individual merchants.  For example, with a 20% discount provided by the merchant, the cardholder receives one-half of the discount (in this example, 10%), and the other half is equally split between the charity designated by the cardholder and the Company.  With the

 Montessori

 Rewards Program, the designated charity would be AMS and the local school selected by the cardholder.  AMS has its own agreements with its member schools in regard to how to divide the proceeds received by AMS.  This operation is part of our patent-pending business model. In addition, under our agreement with the American Montessori Society, we receive the entire school enrollment fee paid by each school that elects to participate in the Initiative, out of which we must pay the cost and expense of providing the necessary materials to the school for the purpose of marketing the

Montessori

Rewards Program to their patrons and supporters.  The fee paid by each school is based on school size and ranges from $125 (for a school of up to 50 families) to $600 (for schools of over 500 families).  We also receive the subscription proceeds paid by families who subscribe to the Initiative.   Subscription to the magazine, which includes enrollment in the

Montessori

 Rewards Program and a

Montessori

 Rewards Program card, costs $49.95 per family, of which $15.00 is allocated and paid to BidGive as reimbursement for expenses related to expenses related to issuance of the Rewards Program card.   The balance of the subscription fee is retained by MPublishing and used to pay its operating expenses.  Marketing discounts and sales-driven reductions of the standard $49.95 subscription rate can be given, and have been given, as the Magazine launches and seeks to establish a base of subscribers.  In these instances, the amount allocated to BidGive for the card program is reduced to the $6 actual cost to issue a card.  Marketing discounts have been offered for approximately 90% of sales to date in order to entice customers to sign up for the Montessori Rewards Program.  The discounted subscription rates ranged from $19 to $35.  While the Company anticipates that some sort of discount will always be available for lower income schools and parents, it intends to end the deep discounts to entice new participants by the end of 2006.  Under our agreement with AMS, AMS is entitled to receive a royalty equal to 20% of the net profits of Mpublishing.  BidGive is entitled to the remaining 80%.  AMS and individual Montessori schools are also entitled to 25% of all net revenue received by BidGive that is generated by the Montessori Rewards Program card.  (This does not include revenue received from magazine subscriptions or enrollment fees.)  This fee will be paid from BidGive to AMS, who will distribute fees to its schools.  The Rewards Program debit card is a standard stored-value debit card issued by Visa or MasterCard.  The cardholder initially loads the card with funds, and then ties replenishment of the funds on the card to a bank account or credit card when the funds reach a certain predetermined minimum level.  The cards have a magnetic stripe on the back and are PIN protected for security, as with standard debit cards.  These cards are not yet operational but we expect them to be operational by the third quarter of 2006.  - 9 -   Merchants who join the program have the opportunity to advertise in the new Montessori Magazine and on the new associated website (www.MtheMagazine.com), as well as in local newspaper inserts and other media generated by BidGive, in exchange for granting the discount rewards and certificates to the general public to support their charity of choice.  Once the merchants are recruited into the Program, the discounts they offer are available to any BidGive member without regard to who originally sponsored the merchant.  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, 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, including the initial focus on the independent school market, is based on the following steps: with the cooperative advertising certificate program we purchase advertising space in publications (such as local newspapers/magazines including M: the Magazine, a publication of our wholly-owned subsidiary MPublishing) and other media (such as billboards and websites, including the website associated with the M magazine), we place the ads or 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 (

5-40

%) but constant discounts to our participating members through our branded BidGive debit card affinity program, including co-branded programs such as the Montessori Family rewards card which programs are 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 or other co-branded debit card.  As with the certificate program, a portion of the monies will go to a charity selected by the purchaser.  - 10 -   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 or co-branded 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 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 both independent schools and their patrons, as well as our 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  - 11 -   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 our program to retail merchants, service providers and restaurants. The purpose of this marketing is to acquire 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 website to the general public at a discount of 30% as BidGive Charity Shopping Certificates, BidGive Charity Dining Certificates, and BidGive Charity Travel Vouchers. 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 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 request 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 by us or 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; and are completing the marketing phases in Newark, New Jersey; Long Island, New York, and Toronto, Canada through our joint venture partners using independent sales contractors paid on a commission basis to obtain retail and dining vendor participation and the signed marketing agreements, while at the same time our employees approach the participating not-for-profits and their major corporate supporters to increase awareness of the BidGive opportunity among their members.  We are opening the market in our corporate hometown of Dallas, Texas. We are developing the business on a city-by-city basis using joint venture partners, independent contractors, and the independent schools and their parent support groups 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  - 12 -   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. The customer can go to our website to register and purchase the certificate, or can call a toll-free number (to a call center operated by Data Mountain Solutions, Inc.) to purchase the certificate. Payments are made by credit card and the certificates generally expire six months from the date of purchase. The BidGive certificate 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-  - 13 -   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 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  - 14 -   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 York, is Professional Greetings, Inc., and our 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 3538 Caruth Blvd., Suite 200, Dallas, Texas 75225, in approximately 400 square feet of office space in a facility owned by one of our investors, Jim Walker, 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. We have also established a satellite office in New Jersey through another one of our investors, PGI, who is also providing the space rent-free while we obtain capital and expand operations. Other than office space, we maintain minimal amounts of equipment. Our inventory of discount certificates and credits is maintained on our website and in our contracts with participating vendors. The website is housed on third party host servers with scalable properties and redundant backup and security protections, as is the toll free telephone system. 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  - 15 -   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 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 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  - 16 -   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, 2005, 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 PriceJim Walker  (1)August 31, 2005Convertible Note (2) (4)N/A$5,000Jim Walker  (1)August 8, 2005Convertible Note (2) (4)N/A$5,000Jim Walker (1)July 18, 2005Convertible Note (2) (4))N/A$5,000Jim Walker (1)June 20, 2005Convertible Note (2) (4)N/A$4,000Peter Andresen (1)June 8, 2005Convertible Note (3)(4)N/A$15,000Jim Walker (1)May 31, 2005Convertible Note (2) (4)N/A$5,000Bob Schneiderman (1)April 26, 2005Convertible Note (2) (4)N/A$6,500Jim Walker (1)March 31, 2005Convertible Note (2) (4)N/A$5,000Jim Walker (1)March 10, 2005Convertible Note (2) (4)N/A$5,000Bob Schneiderman (1)February 4, 2005Convertible Note (2) (4)N/A$1,000Jim Walker  (1)February 2, 2005Convertible Note (2) (4)N/A$5,000Bob Schneiderman (1)January 11, 2005Convertible Note (2) (4)N/A$300  1 Offered and sold in reliance upon an exemption from 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  - 17 -   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 Convertible into shares of common stock at a price of $1.50 per share. 3 Convertible into shares of common stock at a price of $1.75 per share 4 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.  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 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.  - 18 -    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 intend to use the assets we acquired in the Acquisition Merger to further develop operations of an e-commerce website through which we will offer and sell discount shopping, dining and travel certificates, and will investigate the possibility of offering other products and services as opportunities arise.  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.  On October 4, 2005, MPublishing, LLC (MPub) a Texas limited liability company was formed by BidGive and the American Montessori Society (AMS) for the purpose of publishing the magazine M, a publication for Montessori families, and operating the associated website (www.Mthemagazine.com) wherein a co-branded form of the Companys Rewards Program would be included.  The parties originally discussed MPub being owned 80% by the Company and 20% by AMS.  On May 22, 2006, the ownership structure of MPub was finalized to allow AMS, as a non-profit entity, to avoid potential tax and liability issues related to holding an ownership interest in a for-profit entity.  As a result, MPub is now 100% owned by the Company, and AMS is entitled to receive a 20% net profit royalty interest in the operation of MPub.  The Company intends to use MPub as one vehicle and process to market BidGives Reward Program to the public through the independent and private school market.  Neither Rolfe Enterprises, Inc. nor BidGive Group, LLC, BidGive Internationals two predecessors, has ever been subject to any bankruptcy, receivership or similar proceedings.  Liquidity and Capital Resources  For the year ended December 31, 2005, our consolidated balance sheet, which reflects the effect of the merger and the finances of MPublishing, LLC of which BidGive owns a majority interest, reflects current and total assets of $30,089 in comparison to $15,344 for the twelve months ended December 31, 2004, and total current liabilities of $256,508 in comparison to $163,758 for the twelve months ended December 31, 2004. Cash on hand on February 28, 2006 was approximately $12,557. This sum is anticipated to satisfy our cash requirements through May 2006.  - 19 -     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 this offering, possible issuance of additional short-term debt, 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 to raise additional capital from other sources, such as short-term loans from our officers and directors or other persons, 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.  The present cash on hand combined with revenues being generated from operations, are expected to satisfy our cash needs until at least October 2006 based upon our current level of operations.  In private placement transactions completed subsequent to the filing of our registration statement on December 31, 2003, we sold a total of 32,400 shares of common stock from which we received gross offering proceeds of $40,500 and a total of $127,290 in face amount of convertible promissory notes. We also paid off $1,650 in notes plus accrued interest; leaving a total of $125,640 in notes currently outstanding. These securities were offered and sold in reliance upon claimed private placement exemptions from registration.  However, since the transactions were not completed prior to the filing of our registration statement, the purchasers of the shares and the notes may have the right to claim that the purchase transactions were illegal public offerings which violated the federal securities laws.  If any of these transactions did violate federal securities laws, the purchasers in those transactions may have claims against us for damages or for rescission and recovery of their full subscription price.  Although none of the purchasers of these shares or notes has made or threatened any claim against us alleging violation of the federal securities laws, we have taken their potential claimsinto account in preparation of our December 31, 2005, balance sheet.   The 32,400 shares are not treated as part of our issued and outstanding common stock.  Instead, the balance sheet includes a separate line item listing them as Common Stock subject to rescission rights, and the offering proceeds of $40,500 received from sale of these shares is treated as a contingent liability rather than as part of shareholder equity.As of December 31, 2005, our current amount of working capital (current assets less current liabilities) was ($226,419), and after taking into account Common Stock subject to rescission rights, our Total Stockholders (Deficit) was ($ 226,419).  During the year ended December 31, 2004, we issued a total of $47,990 of short-term convertible notes, bearing interest at rates ranging from 6-10%.  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 to $1.50 per share.  However, upon receipt of a notice of conversion, the Company has the right, for a period of 30 days, to elect to cancel the conversion by paying the note in full.  Upon the occurrence of an event of default, the notes bear interest at the lesser of 18% per annum, or the highest lawful rate under applicable state law, and the holders of the notes have the right to declare them to be due and payable in full.  During the year ended December 31, 2005, we issued a total of $76,800 of additional short-term notes and paid off notes totaling $650. The notes issued during 2005 were issued on terms that are similar to the terms of the notes issued in 2004.  But the notes issued during 2005 all have a conversion price of either $1.50 or $1.75.  Subsequent to the fiscal year ended December 31, 2005, we paid off notes totaling $1,000 plus accrued interest.  The due dates of substantially all the notes have been previously extended by mutual agreement as necessary to avoid default, without payment of additional consideration, and none of the notes are currently in default.   At the present time, the due dates of outstanding notes range from

 October 19, 2006 through January 1, 2007.

  Although there is no assurance, Company management currently believes that all note holders will voluntarily continue to agree to extensions of the due dates of their respective notes as necessary to avoid the possibility of a default at any time prior to the date of this Prospectus and for a reasonable period of time thereafter.  The following table lists the original due date and the extended due date for each note:  NoteAmountInterest RateConversion RateOriginal Due DateExtended Due Date1$2,5006%$1.255/18/200511/19/20062$4,5006%$1.255/28/200511/

28/20063$6,25010%$1.2511/29/200412

/1/20064$4,9906%$1.257/1/20051/1/200

75$5,4006%$1.258/3/200511/3/20066$10,00010%$1.259/30/200512

/30/20067$2,50010%$1.505/9/200511/10/2006  - 20 -    8$35010%$1.506/8/2005Paid9$6,50010%$1.506/14/200512

/15/200510$5,00010%$1.507/1/20051/1/200

711$30010%$1.507/12/2005Paid12$5,00010%$1.508/3/200511/3/200613$1,00010%$1.508/5/2005Paid14$5,00010%$1.509/11/200512

/11/200615$5,00010%$1.5010/1/20051/1/200

716$6,50010%$1.5010/27/200510/27/200617$5,00010%$1.5012/1/200512

/1/200618$15,00012%$1.7512/9/200512

/9/200619$4,00010%$1.5012/21/200512

/21/200620$5,00010%$1.501/19/200610/19/200621$5,00010%$1.5011/9/200511/9/200622$5,00010%$1.5012/1/200512

/1/200623$15,00012%$1.755/8/200611/8/200624$2,50010%$1.759/21/200612/21/2006  All the notes are identical and provide for no monthly payments.  The debt is convertible to common stock at any time by the Payee with the Company having the right to pay off the debt with interest even if the Payee elects to convert.  We have not recorded additional costs of borrowing (interest) for the potential benefits of the conversion features since the underlying share values are deemed to be immaterial.The conversion prices were determined extrapolating 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  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.   - 21 -   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 the fiscal year ending December 31, 2005 on a consolidated basis shows increasing revenues that the Company attributes to increased marketing and sales efforts, and decreased expenses that the Company attributes to lower legal fees.  Fiscal Year Ended December 31, 2005 [Consolidated] Compared to Fiscal Year Ended December 31, 2004.  Financial Statement Line ItemFiscal Year Ended December 31, 2005Fiscal Year Ended December 31, 2004Revenue from Operations$80,593$25,920Selling, General and Administrative Expenses$ 146,424$185,579Net Loss($78,005)($159,579)Current and Total Assets$12,589$5,344Convertible Debt Outstanding$124,140$47,990Current Liabilities$256,508$163,758Cash on Hand$12,589$5,344   Consolidated revenues for the fiscal year ended December 31, 2005 were $80,593, compared to revenues of $25,920 for the fiscal year ended December 31, 2004.   The company's activities in 2004 were focused on establishing organizational and operational processes, and limited revenue producing activities.  The revenues received in 2005 were primarily from consulting services to not-for-profit entities in restructuring their revenue generating models to provide for placement of BidGives Rewards Program, and from sales.  The increase in revenue was due to an increase in revenue from increased sales activity and from booking of revenues for consulting services.  Consolidated selling, general and administrative expenses for the fiscal year ended December 31, 2005 were $146,424, compared to $185,579 for the same expenses during the fiscal year ended December 31, 2004. The decrease in selling, general and administrative expenses in 2005 as compared to 2004 is primarily the result of decreased expenses in 2005 for legal services.  Expenses for legal services in 2005 dropped $75,463.57 from the prior year due to the winding up of patent work in 2004, decreased charges for the companys public filings, and merger issues.  Our consolidated net loss for the fiscal year ended December 31, 2005 was $78,005 compared to a net loss of $159,659 for the fiscal year ended December 31, 2004. The decrease in net losses during this period is attributable to increased sales activity and lower legal fees, as discussed above.  - 22 -    For the year ended December 31, 2005, our consolidated balance sheet, which reflects both the effect of the merger and the finances of MPublishing, LLC, which as of December 31, 2005, was majority owned by the Company, reflects current and total assets of $30,089 in comparison to $15,344 for the twelve months ended December 31, 2004.  The increase in Current and Total Assets is the result of an increase in cash on hand and the addition of certain prepaid expenses as an asset.  Convertible Debt increased from $47,990 for the year ending December 2004 to $124,140 for the year ending December 2005 as a result of our issuance of additional convertible during 2005, the proceeds of which were used to fund operations.  We intend to allocate a portion of the proceeds from this offering to pay off this convertible debt.   Additional discussion regarding the Companys outstanding convertible debt is set forth below under Plan of Operations  As of December 31, 2005, the Company had total current liabilities of $256,508 in comparison to $163,758 for the twelve months ended December 31, 2004. The increase in current liabilities is primarily the result of the increase in the amount of convertible debt outstanding.  Cash on Hand as of December 31, 2005, was $12,589 as compared to $5,344 as of December 31, 2004.  The increase in cash on hand as of December 31, 2005 is the result of receipt of proceeds from the sale of convertible debentures.   Additional discussion regarding the Companys plans to satisfy its cash requirements is set forth below in disclosures regarding our Plan of Operations. The Company anticipates substantial increases in revenues beginning in September 2006, as more schools enroll in the Montessori Initiative and in our discount rewards program and as parents of enrolled schools obtain paid magazine subscriptions, which include enrollment in the BidGive Rewards Program.  However, there is no guarantee that revenues will increase.  BidGive receives part of the school enrollment fee proceeds paid by each school to participate in the Initiative and part of the subscription proceeds paid by individual subscribers to the magazine, as well as its share of the discount on every transaction under the Program. Further, the Company is in negotiations with numerous other not-for-profits desiring to include the BidGive Rewards Program as the cornerstone of their fundraising activities.  As more fully discussed in the footnotes to the Financial Statements, the Balance Sheet line items Accounts Payable and Accrued Expenses increased slightly from $105,768 (combined) for the year ending December 2004 to $132,368 (combined) for the year ending December 2005 due to legal, accounting and operational fees and increased interest expense on the convertible debt.  The line item Convertible Debt increased from $47,990 for the year ending December 2004 to $124,140 for the year ending December 2005 as a result of our issuance of additional convertible during 2005, the proceeds of which was used to fund operations.  We intend to allocate a portion of the proceeds from our pending public stock offering to pay off this convertible debt.   - 23 -    Plan of Operations  Our plan of operations for the fiscal year ending December 31, 2006, is to focus our initial marketing efforts on the independent school market.  We will also continue to seek to expand operations in the Palm Beach/Boca Raton market and to seek to open additional markets for our Rewards Program primarily through joint venture partners and independent sales contractors.  Independent School Market  The independent school marketing program was launched 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.  One of the most significant uncertainties which 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 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 which 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 our pending public stock 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.  We receive the school enrollment fee paid by each school to participate in the Initiative, $15 of the standard subscription proceeds paid by individual subscribers to the Initiative, all net profits from the operations of MPublishing after deducting the 20% net profit royalty payable to AMS, and our share of the discount on every transaction under the

Montessori

Rewards Program.  We are projecting an increase in revenues beginning in

Fall

 2006, at the commencement of the new school year, as more schools enroll in the Montessori Initiative and the discount rewards  - 24 -   program and as school families begin to actively use their debit cards in order to allow the school to participate in the Program. Our projection that revenues will increase is based on our current operations, results of operations to date, and discussions with our clients.  There is no guarantee that revenues will increase.  The recurring costs to publish each issue of the Magazine, including writers fees, editorial fees, design layout fees and production assistance, will remain approximately the same issue-to-issue, after the program has been established, as we pay a flat fee for these publishing services for each issue regardless of the number of subscriptions that we have.  The only Magazine-related expense that would increase or decrease based on the number of subscriptions we have sold would be the printing and distribution costs; however, these expenses would only increase incrementally because, as we print more copies, our cost-per-copy decreases with economies of scale.  Consequently, we expect the increase in the costs and expenses of the magazine to be less than the increase in revenue received in the event that our circulation increases, of which there can be no assurance.  Other general expenses, not associated with publication of the Magazine, such as overhead, salaries and supply costs, may increase as our operations become larger; however, we believe that our income will also increase as we gain more customers.  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 we are able to raise in this offering.  For example, in the event the offering is fully subscribed, we currently anticipate 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 and launching operations in up to 5 additional markets during the six months following completion of the offering. If the offering is 50% subscribed, we currently 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 present 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.  - 25 -    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 will be required to alter our plans in such a way that we open only those markets for which funds are available.    In that event, we will curtail our opening of additional markets until each market we have previously opened is self-sustaining.  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 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   - 26 -   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  During the year ended December 31, 2005, we had no off-balance sheet arrangements.    ITEM 7. FINANCIAL STATEMENTS  See following pages.  - 27 -            BIDGIVE INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005                     - 28 -


BIDGIVE INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2005    INDEX   Report of Independent Registered Public Accounting FirmConsolidated Balance Sheet as of December 31, 2005Consolidated Statements of Operations for the years ended
December 31, 2005 and 2004Consolidated Statements of Stockholders Equity (Deficit) for
the years ended December 31, 2005 and 2004Consolidated Statements of Cash Flows for the years ended
December 31, 2005 and 2004Notes to the Consolidated Financial Statements


- 29 -     Child, Van Wagoner & Bradshaw, PLLC  A Professional Limited Liability Company of CERTIFIED PUBLIC ACCOUNTANTS    5296 S. Commerce Dr., Suite 300, Salt Lake City, UT 84107 PHONE: (801) 281-4700 FAX: (801) 281-4701   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    To The Board of Directors BidGive International, Inc. and Subsidiaries Dallas, Texas  We have audited the accompanying consolidated balance sheet of BidGive International, Inc. and Subsidiaries as of December 31, 2005, and the related consolidated statements of operations, stockholders equity (deficit), and cash flows for the years ended December 31, 2005 and 2004. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated 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 consolidated financial position of BidGive International, Inc. and Subsidiaries as of December 31, 2005, and the results of its operations and its cash flows for the years ended December 31, 2005 and 2004, 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, Van Wagoner & Bradshaw, PLLC Salt Lake City, Utah March 31, 2006, except for footnotes 1 and 4, which is July 7, 2006





- 30 -


BIDGIVE INTERNATIONAL, INC. AND SUBSIDIARIES  CONSOLIDATED BALANCE SHEET December 31, 2005   ASSETSCurrent assetsCash$           12,589Prepaid expenses7,500Other current assets10,000Total current assets30,089Total assets$           30,089LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)Current liabilitiesAccounts payable and accrued liabilities$         132,368Convertible debt124,140Total current liabilities256,508Common stock subject to rescission rights, .001 par value; 32,400 shares issued and outstanding40,500Commitments and contingencies - note 6-Stockholders' equity (deficit):Common stock: $.001 par value; 20,000,000 shares authorized; 6,275,892 shares issued and outstanding6,276Additional paid in capital30,335Accumulated deficit(303,530)Total stockholders' equity  (deficit)(266,919)Total liabilities and stockholders' equity (deficit)$           30,089  See notes to consolidated financial statements


- 31 -


BIDGIVE INTERNATIONAL, INC. AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF OPERATIONS   Year endedDecember 31,20052004RevenuesSales revenues$             80,593$             25,920Operating expensesAdvertising6,500--Consulting and outside services103,15488,370Professional fees20,27992,767Office expenses/administrative9,667--Other expenses16,4914,442Total operating expenses146,424185,579Loss from operations(65,831)(159,659)Other income (expense)Interest income48-Interest expense(12,174)-Total other income (expense)(12,174)-Net loss before income taxes(78,005)(159,659)Provision for income taxes--Net loss$           (78,005)$         (159,659)Basic and diluted net loss per share$               (0.01)$               (0.03)Weighted average number of shares outstanding, including shares subject to rescission6,308,2926,308,292   See notes to consolidated financial statements


- 32 -


BIDGIVE INTERNATIONAL, INC. AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004   CommonCommon StockAdditionalStock$.01 Par ValuePaid InSubscriptionAccumulatedSharesAmountCapitalReceivableDeficitTotalBalance at January 1, 20046,275,892$          6,276$        30,335$     (13,750)$      (65,866)$     (43,005)Payments received for subscribed shares13,75013,750Net loss for the year----(159,659)(159,659)Balance at December 31, 20046,275,8926,27630,335-(225,525)(188,914)Net loss for the year----(78,005)(78,005)Balance at December 31, 20056,275,892$          6,276$        30,335$                  -$    (303,530)$   (266,919)    See notes to consolidated financial statements


- 33 -





BIDGIVE INTERNATIONAL, INC. AND SUBSIDIARIES  CONSOLIDATED STATEMENTS OF CASH FLOWS  Year endedDecember 31,20052004Cash flows from operating activities:Net loss$        (78,005)$      (159,659)Adjustments to reconcile net loss tonet cash used in operations:Changes in operating assets and liabilities:Accounts receivable10,000(10,000)Prepaid expenses(7,500)Other current assets(10,000)Accounts payable and accrued liabilities26,60061,917Deferred revenue(10,000)10,000Net cash used in operations(68,905)(97,742)Cash flows from financing activities:Issuance of common stock subject to rescission40,500Proceeds from stock subscriptions receivable13,750Issuance of convertible debt76,15047,990Net cash provided by financing activities76,150102,240Cash flows from investing activities--Increase in cash and cash equivalents7,2454,498Cash and cash equivalents, beginning of year5,344846Cash and cash equivalents, end of year$          12,589$             5,344Supplemental disclosures of cash flow information:Non-cash investing and financing activities:$                     -$                     -Interest paid in cash$                     -$                     -Income taxes paid in cash$                     -$                     -    See notes to consolidated financial statements  - 34 -





BIDGIVE INTERNATIONAL, INC. AND SUBSIDIARIES  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2005  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.) and its subsidiaries as of December 31, 2005 and 2004. 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.  On November 2, 2005, the Company created a newly formed Texas limited liability company by the name of MPublishing, LLC (MPub).  MPub was formed on October 4, 2005 for the purpose of publishing the magazine M, a publication for Montessori families, operating the associated website (www.Mthemagazine.com).  The Company intends to use MPub as one vehicle and process to market BidGives Reward Program to the public, starting with the independent, and private school market, in keeping with its current business model for acquiring merchants and participants into the Rewards Program.  The formation has been accounted for under the purchase method of accounting, though the net assets of MPub, at the date of formation, were insignificant.  - 35 -





BIDGIVE INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2005  1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  The Companys share of the subsidiaries losses has been included in the consolidated statements of operations.  The portions of subsidiary losses attributable to minority interests are insignificant.  The accounts of the Company include those of BidGive International and its subsidiaries, BBG Acquisition Subsidiary, Inc., and MPub.  All intercompany accounts have been eliminated in consolidation.  The financial statements for the year ended December 31, 2003 included 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 of BidGive Group).  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.  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 it receives, which is recognized as revenue when services have been performed and milestones achieved, when applicable. Revenue is generally realized when persuasive evidence that an arrangement exists, delivery has occurred or services have been rendered, the Companys selling price is fixed and determinable, and collectibility is reasonably assured. 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. In 2005, the Company completed its obligations under the contract and has recognized the revenue accordingly. Payment for the services valued at $10,000 was received in the form of a 25 % interest in the future sales of the Journey to Discovery CD, which the Company anticipates, will realize significant sales in the short term. The value of the asset was recorded as other current assets.   - 36 -





BIDGIVE INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2005  1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  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, 2005.  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.  In December 2004, the FASB issued SFAS No. 123(R), Share-Based Payments. SFAS 123(R) is a revision of SFAS No., 123, Accounting for Stock Based Compensation, and supersedes Accounting Principles Board Opinion No. 25 (APB 25), Accounting for Stock Issued to Employees. Among other items SFAS 123(R) eliminates the use of APB 25 and the intrinsic value method of accounting, and requires companies to recognize the cost of employee services received in exchange for awards of equity instruments, based on the grant date fair value of those awards, in the financial statements. The effective date of SFAS 123(R) is the first annual reporting period beginning after June 15, 2005. The adoption of SFAS 123(R) is not expected to have a material impact on the Companys consolidated financial position, results of operations or cash flows.  In March 2005, the SEC staff issued additional guidance on SFAS 123(R) in the form of Staff Accounting Bulletin (SAB) No. 107. SAB 107 was issued to assist preparers by simplifying some of the implementation challenges of FAS 123 (R) while enhancing the information that investors receive. SAB 107 creates a framework that is premised on two themes: (a) considerable judgment will be required by preparers to successfully implement FAS 123(R), specifically when valuing employee stock options; and (b) reasonable individuals, acting in good faith, may conclude differently on the fair value of employee share options. Key topics covered by SAB 107 include: (a) valuation models  SAB 107 reinforces the flexibility allowed by FAS 123(R) to choose an option-pricing model that meets the standards fair value measurement objective; (b) expected volatility  the SAB provides guidance on when it would be appropriate to rely exclusively on either historical or implied volatility in estimating expected volatility; and (c) expected term  the new guidance includes examples and some simplified approaches to determining the expected  - 37 -





BIDGIVE INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2005  1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  term under certain circumstances. The Company will apply the principles of SAB 107 in conjunction with its adoption of SFAS 123(R) but does not believe its adoption will have a material impact on the Companys consolidated financial statements or results of operations.  In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29. SFAS No. 153 addresses the measurement of exchanges of nonmonetary assets and redefines the scope of transactions that should be measured based on the fair value of the assets exchanged. SFAS No. 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005.  The adoption of SFAS No. 153 will not have a material impact on the Company's consolidated financial statements or results of operations.  In March 2005, FASB issued FASB Interpretation (FIN) No. 47, Accounting for Conditional Asset Retirement Obligations. FIN 47 clarifies that the term Conditional Asset Retirement Obligation as used in FASB Statement No. 143, Accounting for Asset Retirement Obligations, refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. Accordingly, an entity is required to recognize a liability for the fair value of a Conditional Asset Retirement Obligation if the fair value of the liability can be reasonably estimated. FIN No. 47 is effective no later than the end of fiscal years ending after December 15, 2005. Management does not believe the adoption of FIN No. 47 will have a material affect on the Companys consolidated financial position, results of operations or cash flows.  In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, Accounting Changes and Error Corrections (SFAS No. 154), which replaced Accounting Principles Board Opinion No. 20, Accounting Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154 changes the requirements for the accounting for and reporting of a change in accounting principles. It requires retrospective application to prior periods financial statements of changes in accounting principles, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.  The impact on the Companys operations will depend on future accounting pronouncements or changes in accounting principles.  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   - 38 -





BIDGIVE INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2005  1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  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.  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 not be realized.  Deferred tax assets totaling $106,000 at December 31, 2005 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 approximately $304,000.  Such carryovers may be limited due to changes in ownership, and will expire between December 31, 2016 through 2025.  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.  - 39 -





BIDGIVE INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2005  1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  Advertising costs for the periods ended December 31, 2005 and 2004, were $6,500 and $0, respectively.  2. CONVERTIBLE  DEBT  During 2005, the Company issued additional short-term convertible debt to existing shareholders and officers in order to fund operations. The notes are due in six to twelve months from date of issuance, require no monthly payments, and bear interest at rates ranging from 6%, to 12% per annum. The notes are convertible to common stock at share prices ranging from $1.25 per share to $ 1.75 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 stated, 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. All of the notes, excepting one issued late in 2005, have extended due dates, ranging from April 2006 through July 2006.  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, 2005, the Company has incurred accumulated deficits of $303,530 and only had cash of $12,589. Management feels that the related sales from operations that began during 2005, 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.  4. RELATED PARTY TRANSACTIONS  The Company realized revenues from the American Montessori Society (AMS) totaling $35,750 for services rendered in connection with website design and development for its Montessori Initiative.  AMS is entitled to receive certain royalties from M Pub, the Companys wholly-owned subsidiary pursuant to an agreement that commenced in 2006.  The Company has issued convertible notes (see note 2) to officers and majority shareholders in order to obtain funding for operations. The notes total $73,740 at December 31, 2005 and have accrued interest totaling $5,360.  Two notes with balances totaling $650 were repaid during 2005. The Company has paid consulting fees of $15,000 to AMS for assistance with debit card platform fees and for the design and editorial consultation of the M magazine published by M Pub.  - 40 -





BIDGIVE INTERNATIONAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2005  4. RELATED PARTY TRANSACTIONS  CONTD The Company has paid contractor fees to the Companys president totaling $60,000 in lieu of officers salaries.  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.  6. COMMITMENTS AND CONTINGENCIES  The Company has entered into a letter of agreement with a consulting entity for which the Company is to receive editing, design, and art direction as well as assistance with the implementation of a publishing program for MPub.  As of December 2005, the Company had placed on deposit, fees of $7,500 as earnest money which has been recorded as prepaid assets.  The Company is obligated to pay $10,000 per issue for assistance with the production of the magazine M (designed specifically for raising awareness for Montessori programs) and studio overhead, once publication begins and the payments will accrue until the Company realizes sufficient revenues from advertising and subscription sales to cover these per-issue payments.  The Company is also obligated to pay a certain percentage of revenues derived from the magazine and website which increases during the second year of operation.  In the event the entity is terminated from its services for just cause under the agreement, the Company must pay a termination fee of $10,000 per month until December 31, 2007.  The Company has also entered an agreement with an individual for professional expertise, contacts, writings, etc. relating to the design and strategy of the magazine.  Under the agreement, the Company is required to pay $1.00 per subscription up to a maximum of $3,500 per month, until day-to-day personnel are hired or until August 30, 2006.  Payments shall also be made to the individual from AMS, from revenues derived by AMS for advertising sales in the magazine, folios and website.  The Company has one payment of $6,500 remaining to pay at December 31, 2005 from a total three-month commitment to a public relations firm.  The agreement will automatically renew on a monthly basis, unless either party terminates the agreement in writing.     - 41 -





ITEM 8.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  As previously reported in a filing of Form 8-K, on or about January 1, 2006, Child, Sullivan & Company, the principal accountant for BidGive  International, Inc. (the "Company") changed its accounting practice from a corporation  to a professional limited liability company named Child, Van Wagoner & Bradshaw, PLLC.  As this is viewed as a separate legal entity, the Company terminated its accounting arrangement with Child, Sullivan & Company as principal accountant and engaged Child, Van Wagoner & Bradshaw, PLLC, as the Company's principal accountants for the Company's fiscal year ending December 31, 2005 and the interim periods for 2005 and 2006.  The decision to change principal accountants was approved by the Audit Committee of the Company's Board of Directors and subsequently approved by the Board of Directors.    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 officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. During the fourth quarter of 2005, 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  - 42 -





Directors as a whole. The Company anticipates establishing such committees in the near future. During the fiscal year ended December 31, 2005, 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 December 31, 2005: NameAgeDirector/Officer SincePosition(s) HeldJames P. Walker, Jr.452003President, Chief Executive Officer, Secretary and DirectorMichael Jacobson532004Chairman of the Board and Vice PresidentRebecca Richardson-Blanchard392005Interim Chief Financial Officer and TreasurerMark S. Gardner562004DirectorRonald D. Gardner642004Director  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 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,  - 43 -





and has not had any other business activities from April 2001 to the present other than with BidGive, Inc. and BidGive Group, LLC.  Rebecca Richardson-Blanchard has served as Interim Chief Financial Officer and Treasurer since April 2005.  Ms. Richardson-Blanchard has held the position of Senior Accountant for the accounting firm, Thomas W. Richardson, CPA, from November 1990 to the present. During this time the accounting firm specialized in financial and business consulting and preparation of individual and business taxes. From December 1983 to October 1990, Ms. Richardson-Blanchard was employed by Savings of America as Accounts Supervisor. Ms. Richardson-Blanchard devotes approximately 15% of her time and attention (approximately 8 to 10 hours per week) to BidGive International, and devotes the remainder of her time and attention to her 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 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 three individuals presently comprise our advisory board:  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  - 44 -





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. 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 2005 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 2005 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, 2005. 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

.. The following table sets forth the aggregate cash compensation paid by the Company in the three most recent fiscal years ended December 31, 2005, to each of its most highly compensated executive officers of the Company.  Summary Compensation Table  Annual CompensationName and Principal Position  (1)YearSalaryBonusOther Annual
CompensationJames P. Walker, Jr.
President, Secretary, Director2005
2004
2003--
--
----
--
--$60,000 (2)
$60,000 (2)
$10,000 (2)Michael Jacobson
Vice President, Chairman2005
2004
2003--
--
----
--
--$13,500 (3)
$13,500 (3)
$3,000 (3)Joseph H. Dowling
President, Director2005
2004
2003--
--
----
--
----
--
--  (1) Mr. Dowling served as President and a Director of Rolfe Enterprises, Inc. (BidGive Internationals predecessor) until December 2003. Mr. Walker succeeded Mr. Dowling as our President and a Director in December 2003.  (2) Represents $60,000, $60,000 and $10,000 paid to Mr. Walker in 2005, 2004 and 2003 for services provided to us as an independent consultant.  (3) Represents $13,500, $13,500 and $3,000 paid to Mr. Jacobson in 2005, 2004 and 2003 for services provided to us as an independent consultant.    ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of December 31, 2005, certain information with respect to the Common Stock beneficially owned by (i) each Director, nominee to the Board of Directors and  - 45 -





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.  (1)
President, CEO, Secretary and Director  3538 Caruth Blvd., Suite 200
Dallas, Texas 752251,555,921 (4)24.66%Michael Jacobson  (1)
Chairman of the Board and Vice President
3538 Caruth Blvd., Suite 200
Dallas, Texas 752251,234,154 (3)19.56%Ronald D. Gardner  (1)
Director
3538 Caruth Blvd., Suite 200
Dallas, Texas 75225645,917 (5)10.24%Rebecca Richardson-Blanchard  (1)
Interim CFO, Treasurer
3538 Caruth Blvd, Suite 200
Dallas, Texas 7522573,5311.2%Mark S. Gardner  (1)
Director
3538 Caruth Blvd., Suite 200
Dallas, Texas 7522532,059nilRobert Schneiderman
843 Persimmon Lane
Langhorne, PA 19047378,6866%Mid-Continental Securities Corp.
P.O. Box 110310
Naples, FL 34108-0106365,1005.8%  - 46 -





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 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. In 2005, James Walker also contributed another $39,000 in funds for operational expenses to BidGive as short term loans and convertible debt. At present, we have not entered into 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 2005 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, 2005.  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  - 47 -





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 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.  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 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 has issued convertible notes to officers and majority shareholders in order to obtain funding for operations. The notes total $73,740 at December 31, 2005 and have accrued interest totaling $5,360.  Two notes with balances totaling $650 were repaid during 2005. The Company has paid contractor fees to the Companys president totaling $66,000 during the past two years in lieu of officers salaries. The Company realized revenues from the American Montessori Society (AMS) totaling $35,750 for services rendered in connection with website design and development for its Montessori  - 48 -





Initiative.  AMS is entitled to receive certain royalties from M Pub, the Companys wholly-owned subsidiary pursuant to an agreement that commenced in 2006.  The Company has paid consulting fees of $15,000 to AMS for assistance with debit card platform fees and for the design and editorial consultation of the M magazine published by M Pub.   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 BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on July 28, 2004, and incorporated herein by reference).   - 49 -





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).  10.11 Certifications of Commitments to Purchase Common Stock, dated September 1, 2004 (filed as Exhibit 10.11 to Bidgive Internationals Preliminary Registration Statement on Form SB-2 filed on January 18, 2005, and incorporated herein by reference.)  10.12 Agreement between Bidgive International, Inc. and American Montessori Society for consulting services. (filed as Exhibit 10.12 to Bidgive Internationals Preliminary Registration Statement on Form SB-2/A filed on July 26, 2006, and incorporated herein by reference.)  10.13 Agreement between Bidgive International, Inc. and Brady & Paul Communications, Inc. for design and editorial services for M Magazine. (filed as Exhibit 10.13 to Bidgive Internationals Preliminary Registration Statement on Form SB-2/A filed on July 26, 2006, and incorporated herein by reference.) 16.1         Responsive letter from Child, Sullivan & Company (filed as Exhibit 16.1 to the Company's current report on Form 8-K filed on January 3, 2006, 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).*  - 50 -





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.    ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES (1) The aggregate fees billed by Child, Sullivan and Company N/K/A Child, VanWagoner and Bradshaw, PLLC for audit of the Company's annual financial statements were $6,500 for the fiscal year ended December 31, 2005, and $4,500 for the fiscal year ended December 31, 2004. The aggregate fees billed by Child, VanWagoner and Bradshaw, PLLC for review of the Company's financial statements included in its quarterly reports on Form 10-QSB were $3,200 during the period ended December 31, 2005 and $1,500 during the period ended December 31, 2004.
(2) Child, VanWagoner and Bradshaw, PLLC billed the Company $1,600 and $1,425, 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, 2005 and December 31, 2004. Tax Fees
(3) The aggregate fees billed by Child, VanWagoner and Bradshaw, PLLC for tax compliance, tax advice and tax planning were $0 for the fiscal year ended 2005 and $0 for the fiscal year ended 2004.
All Other Fees
(4) Child, VanWagoner and Bradshaw, PLLC did not bill the Company for any products and services other than the foregoing during the fiscal years ended 2005 and 2004.   - 51 -





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            - 52 -