**As filed with the Securities and Exchange Commission on May 28, 2004.**

********

********

******UNITED STATES**

******_______________________________________******

******FORM 10-KSB/A**

**Amendment No. 1**

****

**{ X }********ANNUAL REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES**

 **EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2003.******

****

**{   }   TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES**

 **EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____ TO _____.******

****



****

|********Delaware**                                                  | ******

**13-4025362****                
|------------------------------------------------------------------- | ----------------------------------------
|*(State or other jurisdiction of 
incorporation or organization)*** | *(I.R.S. Employer Identification No.)***

**********

******(972) 943-4185***(Registrant's telephone number)*****

********

********Securities registered under Section 12(b) of the Exchange Act:       None.





********

****Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes {X}   No   {  }



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form {X}



State Issuer's revenues for most recent fiscal year: $0



State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days.   $0



The number of shares outstanding of registrant's common stock, $.001 par value per share,
as of March 31, 2004, was 6,268,810 shares.



Transitional Small Business Disclosure Format (check one): Yes {  }    No  {X}



---

******BidGive International, Inc.**

**2003 ANNUAL REPORT ON FORM 10-KSB**

**INDEX**

|**Part I.**                                   | ****                                                                                           | Page****
|--------------------------------------------- | ---------------------------------------------------------------------------------------------- | --------
|Item 1.                                       | Description of Business                                                                        | 5       
|Item 2.                                       | Description of Property                                                                        | 8       
|Item 3.                                       | Legal Proceedings                                                                              | 8       
|Item 4.                                       | Submission of Matters to a Vote of Security Holders                                            | 8       
|**Part II.**                                  | ****                                                                                           |         
|Item 5.                                       | Market for Common Equity and Related Stockholder Matters                                       | 9       
|Item 6.                                       | Management's Discussion and Analysis or Plan of Operation                                      | 10      
|Item 7.                                       | Consolidated Financial Statements                                                              | 12      
|Item 8.                                       | Changes In and Disagreements with Accountants on Accounting and Financial
Disclosures          | 12      
|Item 8A.                                      | Controls and Procedures                                                                        | 13      
|**Part III.**                                 | ****                                                                                           |         
|Item 9.                                       | Directors and Executive Officers of the Registrant                                             | 13      
|Item 10.                                      | Executive Compensation                                                                         |         
|Item 11.                                      | Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters | 14      
|Item 12.                                      | Certain Relationships and Related Transactions                                                 | 15      
|Item 13.                                      | Exhibits and Reports on Form 8-K                                                               | 16      
|Item 14.                                      | Principal Accountant Fees and Services                                                         | 17      
|**Signatures**                                | ****                                                                                           | 18      
|**Audited Consolidated Financial Statements** | 20                                                                                            
|**Exhibit Index**                             | 28                                                                                            



---

**SAFE HARBOR REGARDING FORWARD LOOKING STATEMENTS**

This Form 10-KSB contains forward-looking statements.  These statements relate to future events or our future
financial performance.  You should exercise extreme caution with respect to all forward-looking statements contained
in this Form 10-KSB.  Specifically, the following statements are forward-looking:

> statements regarding our overall strategy including, without limitation, our intended markets, service offerings and our expected liquidity and capital resources;statements regarding the plans and objectives of our management for future operations, expectations for sales and marketing and the size and nature of the
> costs we expect to incur and the people and services we may employ;statements regarding anticipated trends in our business;statements regarding regulations that may affect us;statements regarding our competition and our ability to compete with third parties;any statements using the words "anticipate," "believe," "estimate," "expect," "intend," "may," "will," "should," "would," "expect," "plan," "predict," "potential,"
> "continue" and similar words; andany statements other than historical fact.

**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.**



---

******PART I******

******Item 1.
        
Description of Business ****

**Background**

BidGive International, Inc. (formerly known as Rolfe Enterprises, Inc.) ("we" or the "Company") 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 Exchange Act by filing a
registration statement on Form 10SB on September 12, 2002. On April 12, 2004, Rolfe Enterprises, Inc. was merged
with and into (the "Reincorporation Merger") the Company, a Delaware corporation and prior to such date a wholly-owned subsidiary of Rolfe Enterprises, Inc., with the Company 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 the Merger Agreement and Plan of Reorganization
between Rolfe Enterprises, Inc. and the Company (the "Reincorporation Plan"), each outstanding share of Rolfe
Enterprises, Inc.'s common stock as of the effective time of the Reincorporation Merger was converted into one share
of common stock, $0.001 par value, of the Company (the "Common Stock"), and the Company agreed to assume the
payment of all liabilities of Rolfe Enterprises, Inc. A copy of the Reincorporation Plan is incorporated by reference into
this report as Exhibit 2.2.

Pursuant to a Merger Agreement and Plan of Reorganization dated October 10, 2003 (the "Merger
Agreement"), entered into by and among the Company, BGG Acquisition Subsidiary, Inc., a wholly-owned subsidiary
of the Company (the "Merger Sub"), Mid-Continental Securities Corp. (the Company's largest stockholder on the date
the Merger Agreement was executed), and BidGive Group, LLC ("BidGive"), effective as of December 4, 2003,
BidGive was merged (the "Merger") with and into the Merger Sub with the Merger Sub surviving the Merger, and each
1% membership interest in BidGive which was issued and outstanding immediately prior to the effective time of the
Merger was converted into 57,446 shares of the Company's Common Stock. As a result of the Merger, the former
members of BidGive became the holders of 92.5% of the issued and outstanding Common Stock effective as of
December 4, 2003.

In anticipation of completion of the merger transaction with BidGive, we completed a recapitalization of the
Company's common stock, par value $.001 (the "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 25:1 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.

Following completion of the Merger, the former members of BidGive 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**

BidGive was a start-up transitional company that acquired certain assets from a developmental, non-operating
company named BidGive, Inc. related to their 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 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 patents on the revised and
enlarged business methods and processes.

**Principal Products and Services**

Our initial products are discount retail, dining and travel certificates and discount local and long distance
telephone service, where every purchase supports the not-for-profit of the purchaser's choosing by donating a portion
of the net proceeds from the transaction. For example, a purchaser could buy one of our $50.00 retail or dining
certificates for the price of $35.00 with a portion of the proceeds going to the purchaser's charity of choice. The
certificate 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 their 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.

The Company has acquired written contracts with various restaurants and retail merchants desiring to
participate in the BidGive programs to offer and sell dining and shopping certificates in Palm Beach/Boca Raton,
Florida, and is continuing to seek contracts with additional merchants.  It has also begun the process of acquiring similar
written contracts in Newark, New Jersey; Long Island, New York; Philadelphia, Pennsylvania; and Toronto, Canada,
utilizing independent sales contractors and joint venture partners in these areas. The Company also has written
agreements with a travel industry consolidator to offer travel related services, and with VarTec Telecom/Excel
Communications to provide local, long distance, and wireless telephone service. 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.  Our 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 the Company's local agent in recruiting and
managing independent sales contractors and acquiring merchants and local charities to participate in the Company's
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 stock in the Company or a percentage of the net revenues generated
through their locations, or a combination of both stock and revenue sharing.  Further, as part of the agreement, if the
individual joint venture was established on a revenue sharing basis, the Company has the right at its option to purchase
the joint venture partners' interests in the operations in exchange for stock in the Company.

Many of the details of the Company's business model are proprietary trade secrets; but in general, it is based
on the following model. We purchase advertising space in publications (such as local newspapers) and other media (such
as billboards), subdividing space, and selling smaller ad space to select merchants in association with our total marketing
program. 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 card charges) when
customers purchase the discount retail and dining certificates through our website or toll free telephone number. We
receive revenue in the form of cash (credit card charges) when customers purchase travel vouchers, which give them
access to savings on travel through our contract with a travel industry consolidator, and we receive revenue in the form
of a monthly cash royalty from VarTec Telecom for every customer that signs up for telecom services through the
Company.  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. Under our business model of using venture
partners and independent contractors to open markets, the addition of future programs will require nominal Company
resources of time and money.

**Description of Industry**

The online commerce market is new, rapidly evolving and growing, and intensely competitive. We expect
robust competition because barriers to entry are minimal, and current and new competitors can launch new websites at
a relatively low cost; however, our first-to-market advantage should give us some protection as the funding and effort
required to reach critical mass will bar some competitors. 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 bring all the elements together as we do. Although we will seek to establish a unique niche for our business
and protect our unique business model patent, we will still be competing for funding and will face intense competition
from many other entities with greater experience and financial resources than we currently have available.

**Marketing and Distribution Strategies**

The Company's marketing is divided into four areas. First is the marketing of its 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, in exchange for inclusion in the Company's marketing program to the public.

In the second marketing phase, the credits received from the providers are then marketed through newspaper
and magazine advertising 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 the Company or a participating not-for-profit will contact the
major corporate supporters of the not-for-profit organization and requests that they notify their employees of the
opportunity to save money on purchases while also supporting the organization. The Company provides 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 the Company 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.

The Company has started and is actively pursuing the first three marketing phases above in Palm Beach/Boca
Raton, Florida; and has begun implementing the marketing phases in Newark, New Jersey; Long Island, New York;
Philadelphia, Pennsylvania; and Toronto, Canada through its 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
the Company's employees approach the participating not-for-profits and their major corporate supporters to increase
awareness of the BidGive opportunity among their members.  The Company is developing the business on a city-by-city
basis using venture partners and independent contractors to secure the participating vendors in order to avoid the need
to pay for a large sales force in advance of sales or significantly expand its infrastructure in advance of anticipated sales.
Once a market is selected and the volume of vendors that the independent contractor(s) produce can be predicted with
reasonable certainty, the Company will have ample time to decide if its computer hosting, call center or staff capabilities
will need to be enhanced. The sale of BidGive Certificates to the public usually begins 45-60 days after vendor
acquisition. The Company is currently selling retail and dining certificates on its website and through its toll free number
covering merchants in the Palm Beach/Boca Raton, Florida area. The Company is also offering travel vouchers and
telecom services nationwide through its website.

We have a proprietary business model that enables us to secure media advertising space at a significant discount
from the rate generally quoted for such advertising. We will then market our business plan to merchants by promoting
the concept that they will be able to achieve greater visibility by participating in the Company's full page "Charity
Shopping Center" promotion at a lower cost than otherwise would be generally available to them.  We will also market
our business to merchants by promoting the concept that they will receive additional exposure through association with
the participating not-for-profits and the promotional campaigns they conduct.

There are two ways for an individual to purchase a BidGive Certificate. The buyer can go to the Company's
website, register and purchase the certificate, or call a toll free number (a call center provided by a third party) 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.

**Competition**

Several companies offer some components of our Company's sales and fund-raising programs. BidGive expects
to be competitive primarily on the basis of price by seeking to provide certificates which offer a substantial discount
and commercial/philanthropic combination (allowing purchasers to support their favorite charities with every purchase).
We also expect to compete through reputation by offering discount certificates from merchants that do not frequently
offer discounts.

Our competition includes several web-based commercial retail sites that support a single designated charity
chosen by the retailer, such as the United Way, on an ongoing or, most often, periodic basis. It also includes some
websites such as iDine.com, Upromise.com and edExpress.com, which pay a rebate to the purchaser on regular retail
sales, or give airline miles, or rebate 3-5% of sales to an individual Section 529 college savings account designated by
the purchaser.

Our competition also includes several web-based charity shopping sites, such as CharityMall.com,
GreaterGood.com and iGive.com. These sites generally simply offer links to major and specialty retailers through their
site. They ask a not-for-profit to notify their constituency that the site is available and can be accessed either directly
or through the not-for-profit's site, and they pay the not-for-profit a percentage of the revenue they receive from the
retailer for directing the sale to their site.

**Proprietary Technology**

On October 23, 2003, the Company, by and through its individual officers, filed its provisional patent
application with the United States Patent and Trademark Office covering its proprietary business model. This
provisional patent application expires on October 24, 2004 unless it is redrafted and filed as a standard utility patent
application before such expiration date.  The Company's proprietary business model, including its software and mode
of operations, is also protected by confidentiality agreements with our employees and our independent contractors. The
Company intends to use these protections to protect its 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. We are also in the process of filing trade name and trademark registrations on the BidGive name, 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 or Internet regulations which are
specific to the Company's industry. Potential future regulations may include sales and/or use taxes, which expenses
would then be passed on to the participating merchants or customers.

**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 3229 Wentwood Drive, Suite 200, Dallas, Texas 75225, in approximately
500 square feet of office space in a facility owned by one of our investors, who is providing the space rent-free while
we ramp up operations and seek to raise capital.  Other than office space, we maintain minimal amounts of equipment.
Our inventory of discount certificates is maintained on our website and in our contracts with participating vendors. The
website is housed on third party host servers with scalable properties 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 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**

During the fourth quarter of 2003, the Company's majority stockholder prior to the effective date of the Merger
approved, through action taken by consent and without a meeting, as authorized by Section 607.0704 of the Florida
Business Corporation Act, a 25:1 reverse split of the Company's Common Stock. This approval became effective on
December 2, 2003. This approval was obtained in connection with the recapitalization discussed above under
"*Description of the Business--Background.*"

**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. The Company is 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 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.

None of our common equities is 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,
as amended (the "Securities Act") for sale by security holders of the Company, although we reserve the right to do so
in the future. Other than the proposed public offering, there are no common equities of the Company that are being, or
have been proposed to be, publicly offered by the Company, 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 the Company, and their transferees are not entitled to rely upon the
exemption from registration provided by Rule 144 for purposes of resales of their shares.  Accordingly, any of our
shares held by persons who may be deemed to be promoters or affiliates of the Company, or their transferees, may only
resell their securities through a registered offering.

At March 31, 2004, we had 6,268,810 shares of Common Stock outstanding and had approximately 133
stockholders of record.

We have never declared any cash dividends on our Common Stock, and do not anticipate declaring dividends
in the foreseeable future.

The Company currently has no securities authorized for issuance under any equity compensation plans.

******Recent Sales of Unregistered Securities******

|**Name**                         | **Date**           | **Securities Sold** | **Purchase Price
Per Share** | **Aggregate
Purchase Price**
|-------------------------------- | ------------------ | ------------------- | ---------------------------- | ----------------------------
|Shai Rappaport                   | March 2, 2004      | 4,000 shares1       | $1.25                        | $5,000                      
|Saleem Lakdawala                 | February 10, 2004  | 2,000 shares1       | $1.25                        | $2,500                      
|Jack Weiner                      | February 6, 2004   | 12,000 shares1      | $1.25                        | $15,000                     
|John Peiser                      | February 3, 2004   | 8,000 shares1       | $1.25                        | $10,000                     
|Joseph Pioppi                    | January 22, 2004   | 2,000 shares1       | $1.25                        | $3,000                      
|PGI, Inc.                        | January 20, 2004   | 2,000 shares1       | $1.25                        | $2,500                      
|Frank Pioppi                     | January 9, 2004    | 2,000 shares1       | $1.25                        | $2,500                      
|Neil Berwish                     | December 5, 2003   | 5000 shares1        | $1.25                        | $6,250                      
|Phil Berwish                     | December 5, 2003   | 5000 shares1        | $1.254                       | $6,250                      
|David Peterson                   | December 5, 2003   | 5000 shares1        | $1.254                       | $6,250                      
|BidGive, Inc.                    | October 2, 2003    | 3,094,009 units2    | Assets                       | N/A                         
|Ali Tekbali                      | September 30, 2003 | 30,000 units2       | $1.25                        | $37,500                     
|Les Maund                        | September 30, 2003 | 20,000 units2       | $1.254                       | $25,000                     
|Natalie Retamar                  | September 29, 2003 | 4,000 units2        | $1.25                        | $5,000                      
|Terry Byer                       | September 29, 2003 | 8,000 units2        | $1.25                        | $10,000                     
|PGI, Inc.                        | September 16, 2003 | 1,600 units2        | $1.25                        | $2,000                      
|Robert Schneiderman              | August 14, 2003    | 6,000 units2        | $1.25                        | $7,500                      
|PGI, Inc.                        | August 13, 2003    | 8,000 units2        | $1.25                        | $10,000                     
|Peter & Julie Andreesen          | June 3, 2003       | 50,000 units2       | $0.50                        | $25,000                     
|Peter & Lisa Luthringer          | November 11, 2002  | 2,000 shares3       | $0.50                        | $1,000                      
|Mid-Continental Securities Corp. | June 25, 2002      | 2,000,000 shares3   | $0.001                       | $2,000                      
|Mid-Continental Securities Corp. | June 17, 2002      | 770,000 shares3     | $0.001                       | $770                        
|Mid-Continental Securities Corp. | January 8, 2002    | 150,000 shares3     | $0.001                       | $150                        
|Mid-Continental Securities Corp. | December 21, 2001  | 250,000 shares3     | $0.001                       | $250                        
|Mid-Continental Securities Corp. | December 19, 2001  | 500,000 shares3     | $0.001                       | $500                        
|Mid-Continental Securities Corp. | July 24, 2001      | 408,750 shares3     | $0.001                       | $408.75                     
|Mid-Continental Securities Corp. | April 18, 2001     | 385,000 shares3     | $0.001                       | $385                        

_____________________

1         Sale of the Company's Common Stock.2         Sale of membership units in 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% membership
interest in BidGive that was issued and outstanding immediately prior to the effective time of the Merger was converted
into 57,446 shares of the Company's Common Stock. As a result of the Merger, the former members of BidGive became
the holders of 92.5% of the issued and outstanding Common Stock effective as of December 4, 2003.3         Sale of the Company's Common Stock. This sale occurred prior to the 2:1 forward stock division and the
25:1 reverse stock split.4        Value of services rendered to the Company.

All of the securities sold for cash were offered and sold through the officers and directors of the Company 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 general 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.

Phil Berwish and David Peterson are recent additions to the Company's Advisory Board--each member of the
Advisory Board is granted 5,000 shares of Common Stock in lieu of any cash compensation for their availability,
expertise, and guidance in establishing and expanding the Company's business operations. Les Maund has provided and
continues to provide, without cash compensation by the Company, necessary print and webpage design and development
services for the Company's advertising element, and was granted 20,000 shares of Common Stock for such services.

**********Item 6.        
Management's Discussion and Analysis or Plan of Operation.**

****The following discussion of the financial condition and results of operations of the Company should be read
in conjunction with the Company's Consolidated Financial Statements and related footnotes.

******Overview**

********

The Company 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 similar type of transaction. On April 12, 2004, Rolfe Enterprises, Inc. was merged with and into the Company, a Delaware corporation
and prior to such date a wholly-owned subsidiary of Rolfe Enterprises, Inc., with the Company surviving the
Reincorporation Merger. The purpose of the Reincorporation Merger was to convert Rolfe Enterprises, Inc.
from a Florida corporation to a Delaware corporation and to change its name to "BidGive International, Inc."

On December 4, 2003, we acquired all of the business and assets of BidGive through the merger of BidGive
with and into the Merger Sub, with the Merger Sub as the surviving corporation. The assets which we acquired in the
Merger consist of a development stage discount certificate business, the related website, and related proprietary
technology. We intend to use the assets we acquired in the Merger to further develop and commence operations of an
e-commerce website through which we will offer and sell discount shopping, dining and travel certificates, and
numerous other products and services as opportunities arise.

**Liquidity and Capital Resources**

For the twelve months ended December 31, 2003, the Company's consolidated balance sheet, which reflects
the effect of the Merger, reflects current and total assets of $846 in comparison to $1,232 for the twelve months ended
December 31, 2002, and current liabilities of $43,851 in comparison to $3,200 for the twelve months ended December 31,
2002. On February 2, 2004, the Company commenced revenue generating business and marketing operations by opening
its first market in the Palm Beach/Boca Raton, Florida area. As of March 31, 2004, the Company has current working
capital, not including revenue and cash generated from ongoing operations, of approximately $20,000. This sum is
anticipated to satisfy the Company's cash requirements until June 2004.

The Company does not presently have adequate cash or sources of financing to meet either its short-term or
long-term capital needs. The Company has not currently identified any sources of available working capital, other than
the possible receipt of proceeds from the proposed public offering and revenues generated by ongoing operations. The
Company may not receive any significant amount of proceeds from either the proposed public offering or cash flow
from operations. The Company may also be unable to locate other sources of capital or may find that capital is not
available on terms that are acceptable to it. If the Company does not receive significant proceeds from the proposed
public offering and is unable to raise additional capital from other sources, it will be required to limit its operations to
those which can be financed with the modest capital which is currently available and will be required to significantly
curtail its expansion plans to the extent they can be financed with ongoing operations, proceeds provided by joint
venture partners, and debt financing.

**Results of Operations**

We launched our operations and commenced revenue generating business and marketing operations with the
opening of its first market in the Palm Beach/Boca Raton, Florida area on February 2, 2004.  To date, we have generated
only nominal revenues. The $130,537 in expenses incurred by the Company for the fiscal year ended December 31, 2003 consisted
primarily of costs associated with the Merger, legal and accounting fees, and independent contractor fees.

******Plan of Operations**

In addition to the Palm Beach/ Boca Raton, Florida market, we are in the process of establishing additional
markets in Newark, New Jersey; Long Island, New York; Philadelphia, Pennsylvania; and Toronto, Canada through
joint venture partners and independent sales contractors as well as re-launching our dining certificate program in Dallas,
Texas with the additional inclusion of shopping certificates. Upon completion of the proposed public offering, the
Company intends to expand its programs into several other major markets.

We currently plan to open three markets (cities/geographic areas)
in the first and second quarters of fiscal year 2004, funded
by its joint venture partners. The first three markets are expected to be in Palm Beach/Boca Raton, Florida; Newark,
New Jersey; and Toronto, Canada (BidGive Canada). The steps required to open a market include obtaining the
advertising rate from the participating media, hiring and training sales representatives, acquiring vendor and merchant
participation and signed marketing participation agreements, receiving the print and artwork for the ads from the
vendors, inputting the information into our advertising space templates, obtaining ad approval from the media, adding
the merchants to the BidGive website, and then marketing the program in the area when the advertisement appears.  We
currently anticipate that approximately 75-90 days will be required to complete all of the indicated steps required to
reach the stage at which the first advertisement appears in local media and we are able to begin marketing the program
to the public in that area.

The Company currently plans to establish up to nine additional markets during the remainder of fiscal year
2004 to the extent it has the capital available to do so. The additional markets are currently expected to include Dallas,
Long Island, Philadelphia, Boston, Los Angeles, Connecticut, Chicago, Atlanta, and Houston. The expected source of
financing for these additional markets include joint venture partners, cash flow from operations, and from the proposed
public offering.

Prior to the date of this Form 10-KSB, we have used funds provided by management and by private investors
to pay for operations. If no significant amount of capital is raised in the proposed public offering, we will curtail our
opening/launching of new cities until each city we have previously opened is self-sustaining. The initial cities of Palm
Beach/Boca Raton, Newark, Long Island, Toronto, and Philadelphia are being opened at nominal out-of-pocket cost
to the Company by using joint venture partners who are funding these initial launches in return for a minority share of
the revenues and profits and/or stock in the Company.  We intend to allocate a portion of the net proceeds of the
proposed offering to launching operations in additional cities.  We currently anticipate hiring two additional full time
employees in 2004 in the areas of marketing and operations to the extent necessary to support expanded business
operations.

****

******Events Subsequent to December 31, 2003**

On April 12, 2004, Rolfe Enterprises, Inc. was merged with and into the Company, a Delaware corporation
and prior to such date a wholly-owned subsidiary of Rolfe Enterprises, Inc., with the Company 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 the
Reincorporation Plan, each outstanding share of Rolfe Enterprises, Inc.'s common stock as of the effective time of the
Reincorporation Merger was converted into one share of Common Stock, and the Company agreed to assume the
payment of all liabilities of Rolfe Enterprises, Inc. Holders of a majority of the issued and outstanding Rolfe Enterprises,
Inc. common stock approved the Reincorporation Merger and the Reincorporation Plan through action taken by consent
and without a meeting, as authorized by Section 607.0704 of the Florida Business Corporation Act. A copy of the
Reincorporation Plan is incorporated by reference into this report as Exhibit 2.2.

**Off-Balance Sheet Arrangements**

****

During the year ended December 31, 2003, the Company had no off balance sheet arrangements.

******Item 7.        
Consolidated Financial Statements.**

****The Company's Consolidated Financial Statements
and Notes to Consolidated Financial Statements are attached to this Form 10-KSB beginning at page 20 and are incorporated herein by reference.

******Item 8.        
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.**

****On or about February 20, 2004, the Company dismissed Tim B. Palmieri, C.P.A., as the Company's auditor
for the fiscal year ending December 31, 2003. The decision to dismiss the accountant was recommended and approved
by the Board of Directors.

The reports of Tim B. Palmieri, C.P.A. on the Company's financial statements for either of the past two years
did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to any uncertainty,
audit scope or accounting principle. During the Company's two most recent fiscal years and any subsequent interim
period up to and including the date of the Company's dismissal of Tim B. Palmieri, C.P.A., there have been no
disagreements with Tim B. Palmieri, C.P.A., whether or not resolved, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Tim B. Palmieri, C.P.A., would have caused them to make reference thereto in their report on the
financial statements for such years.

On March 25, 2004, the Company provided a draft copy of the Company's report on Form 8-K to Tim B.
Palmieri, C.P.A., requesting his comments on the information contained herein. The responsive letter from Tim B.
Palmieri, C.P.A. is incorporated by reference herein as Exhibit 16.1.

On February 20, 2004, the Board of Directors of the Company appointed the firm of Child, Sullivan &
Company, 1284 W. Flint Meadow Dr., Suite D, Kaysville, UT 84037, as independent auditors of the Company for the
period ending December 31, 2003.

Prior to the engagement of Child, Sullivan & Company, neither the Company nor anyone on its behalf
consulted with such firm regarding the application of accounting principles to a specified transaction whether completed
or uncompleted, the type of audit opinion that might be rendered on the Company's financial statements or as to any
matter that was either the subject of a disagreement with the previous independent auditor or was a reportable event.

**Item 8A.        
 Controls and Procedures.**

**********Under the supervision and with the participation of the Company's management, including its principal
executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended, as of the end of the period covered by this report (the "Evaluation  Date").  Based
on this evaluation, the Company's principal executive officer and principal financial officer concluded  as of the
Evaluation Date that the Company's disclosure controls and procedures were effective such that the information relating
to the Company, including its consolidated subsidiaries, required to be disclosed in its SEC reports (i) is recorded,
processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated
and communicated to the Company's management, including its principal executive officer and principal financial
officer, as appropriate to allow timely decisions regarding required disclosure.

During the fourth quarter of 2003, 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.

******************

**********PART III**

**************Item 9.        
Directors and Executive Officers of the Registrant.**

****The Company's executive officers are elected annually by the Board of Directors. The Directors serve one year
terms or until their successors are elected. The Company has not had standing audit, nominating or compensation
committees of the Board of Directors or committees performing similar functions. All such applicable functions have
been performed by the Board of Directors as a whole. The Company anticipates establishing such committees in the near
future. During the fiscal year ended December 31, 2002, the Board of Directors held no formal meetings, but took action
once by unanimous written consent. There are no family relationships among any of the Directors, nominees or
executive officers.****Other than its officers, the Company currently has no other significant employees.

The following persons comprise the directors and executive officers of the Company as of March 31, 2004:

|Name and Age              | Director/Officer
Since | Position(s) Held                                          
|------------------------- | ---------------------- | ----------------------------------------------------------
|James P. Walker, Jr. (43) | 2003                   | President, Chief Executive Officer, Secretary and Director
|Michael Jacobson (51)     | 2004                   | Chairman of the Board, Vice President and Director        
|Thomas W. Richardson (47) | 2004                   | Chief Financial Officer, Treasurer and Director           
|Mark S. Gardner (48)      | 2004                   | Director                                                  
|Ronald D. Gardner (62)    | 2004                   | Director                                                  

James P. Walker, Jr., age 43, has served as the President, Secretary and a Director of the Company 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 the
company's discount dining certificate business. In May 2003, Mr. Walker served as CEO/COO and Manager of
BidGive, a transitional company formed to merge with the Company, 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).

Michael Jacobson, age 51, has served as Vice-President and Chairman of the Board of Directors of the
Company since 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, and has remained to the present with
BidGive in its various forms as Vice-President of Marketing. Mr. Jacobson is chiefly responsible for establishing and
managing the Company's sales and marketing campaigns.

Thomas W. Richardson, age 47, has served as Chief Financial Officer, Treasurer and a Director of the
Company since March 2004. He is a certified public accountant.  From January 1985 to the present, he has been the
owner of Thomas W. Richardson, C.P.A., a Dallas accounting firm specializing in tax planning, financial and business
consulting.  From October 1980 to January 1985 he was employed by the Halliburton Company as Western Hemisphere
Accounting Manager. Mr. Richardson is a member of the American Institute of Certified Public Accountants and the
Texas Society of Certified Public Accountants.

Mark S. Gardner, age 48, has served as a Director of the Company 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, age 62 has served as a Director of the Company since March 2004. Mr. Gardner graduated
in 1963 from West Virginia University with a B.S. in Secondary Education. In 1968 Mr. Gardner obtained his M.S.
Degree in Science with emphasis on Biochemistry and Physical Science from New Mexico Highlands University. In
1979 he obtained his New Jersey insurance license, real estate license and NASD licenses in Securities Series 6 & 22
and started his own business, Adam/Gardner Corporation. From 1980 to 1987 Mr. Gardner worked as an Independent
Agent and Financial Planner, and as a Senior VP/Sales Trainer for securities with the A.L. Williams Company in
Atlanta, GA. From 1988 to 1998 Mr. Gardner worked in the telecommunications industry for Comac, Inc. (1988 to
1994), a private telecommunications firm reselling AT&T long distance services, as National Director of Sales &
Marketing and the last two years as President; as a consultant (1995) for ACR, Inc. on selling and marketing long
distance services, and The Furst Group, Inc. on prepaid calling card services; as President for Logiphone Group, (1996
to 1998) a telco company doing business in the Netherlands; and as an independent sales and marketing consultant (1998
to present) in debit and prepaid calling markets.

****Section 16(a) Beneficial Ownership Reporting Compliance**

Section 16(a) of the Exchange Act requires the Company's 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 Common Stock and other equity securities of the Company. Executive officers, directors and greater
than 10% stockholders are required by SEC regulation to furnish the Company 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 2003 fiscal year, all Section 16(a) filing requirements applicable to the
Company's 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 $10,000 and $3,000, respectively, in 2003 for services provided as
independent consultants to the Company. Other than as described in the preceding sentence, no compensation was
awarded to, earned by or paid to any officer or Director as an employee of the Company by the Company for fiscal year
ended December 31, 2003. The Company currently has no stock option, retirement, pension, profit-sharing programs
or similar plans for the benefit of its Directors, officers or other employees.

The Company anticipates that it will pay employment compensation, including bonuses and benefits, to its
officers and Directors in the future.

**************Item 11.        
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.**

****

The following table sets forth, as of March 31, 2004, certain information with respect to the Common Stock beneficially
owned by (i) each Director, nominee to the Board of Directors and executive officer of the Company; (ii) each person
who owns beneficially more than 5% of the Company's Common Stock; and (iii) all Directors and executive officers
as a group:

|**Name and Address of Beneficial Owner**                                                                          | **Amount and Nature of Beneficial Ownership** | ****Percent of Class****
|----------------------------------------------------------------------------------------------------------------- | --------------------------------------------- | ------------------------
|James P. Walker, Jr., President,
CEO, Secretary and Director (1)3229 Wentwood Drive, Suite 200Dallas, Texas 75225 | 1,470,625                                     | 23.5%                   
|Michael Jacobson, Chairman of
the Board and Vice President (1)3229 Wentwood Drive, Suite 200Dallas, Texas 75225   | 1,470,625                                     | 23.5%                   
|Ronald D. Gardner, Director (1)3229 Wentwood Drive, Suite 200Dallas, Texas 75225                                  | 588,250                                       | 9.4%                    
|Thomas Richardson, CFO,
Treasurer and Director (1)3229 Wentwood Drive, Suite 200Dallas, Texas 75225               | 73,531                                        | 1.2%                    
|Mark S. Gardner, Director (1)3229 Wentwood Drive, Suite 200Dallas, Texas 75225                                    | 21,240                                        | 0.3%                    
|Robert Schneiderman843 Persimmon LaneLanghorne, PA 19047                                                          | 378,686                                       | 6.0%                    
|Mid-Continental Securities Corp.5150 Tamiami Trail N., Ste. 202
Naples, Florida 34103                             | 365,100                                       | 5.8%                    
|Frank Pioppi (2)4 Cliff AvenueWinthrop, MA 02152                                                                  | 388,700                                       | 6.2%                    
|All Directors and executive
officers (5 persons)                                                                  | 3,624,271                                     | 57.8%                   

______________________________

(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.



****

************

**************Item 12.        
Certain Relationships and Related Transactions.**

****	James Walker, President/CEO, Secretary and a Director of the Company, and Michael Jacobson, Vice President
and Chairman of the Board of Directors of the Company, have devoted their full time and attention to the BidGive
discount certificate business over the last two years.  They have also paid certain necessary expenses on our behalf.  The
expenses paid by Mr. Walker are estimated to be approximately $2,000, and the expenses paid by Mr. Jacobson are
estimated to be approximately $9,000.  Except for payment of expenses, no member of management has contributed
funds to the Company. At present, the Company has not entered into any employment agreements with either Mr.
Walker or Mr. Jacobson; however, the Company anticipates entering into such agreements with Mr. Walker and Mr.
Jacobson in the future. Mr. Walker and Mr. Jacobson were paid $10,000 and $3,000, respectively, in 2003 for services
provided as independent consultants to the Company. Other than as described in the preceding sentence, no officer or
employee, including Mr. Walker and Mr. Jacobson, has received or accrued any compensation through fiscal year ended
December 31, 2003. A total of 800,000 membership interest units of BidGive
Group, LLC were issued to each of Mr. Walker and Mr. Jacobson in proportion to their ownership in BidGive, Inc.
On December 4, 2003, the date of the Merger, Mr. Walker was issued 1,470,625 shares of the Company's common stock in exchange for his 800,000 membership interest units
in BidGive, and Mr. Jacobson was issued 1,470,625 shares of the Common Stock in exchange for his 800,000
membership interest units in BidGive.

Ron Gardner is a member of the Company's Board of Directors and has provided services to the BidGive
discount certificate business during the past two years instrumental in assisting the Company with establishing necessary
business relationships to launch operations and pursue the public funding market.  As consideration for his services,
Mr. Gardner received a total of 320,000 membership interest units in BidGive.  On December 4, 2003, upon completion
of the Merger, Mr. Gardner's membership interest units were converted into 588,250 shares of Common
Stock.

Bob Schneiderman is a member of our advisory board and has provided services to the BidGive discount
certificate business during the past two years instrumental in assisting the Company with establishing necessary business
relationships to launch operations and pursue the public funding market.  As consideration for his services, Mr.
Schneiderman received a total of 200,000 membership interest units in BidGive. Mr. Schneiderman also purchased
6,000 membership interest units in BidGive on August 14, 2003.  On December 4, 2003, upon
completion of the Merger, Mr. Schneiderman's membership interest units were converted into 378,686
shares of the Common Stock.

During the period from April 2001 through June 2002, Mid-Continental Securities purchased a total of
4,463,750 of our shares for total consideration of $4,464, or $0.001 per share.  After completion of the recapitalization
done in anticipation of the Merger, the total number of shares owned by Mid-Continental
Securities was reduced to 365,000.  Frank Pioppi, the Chairman of Mid-Continental Securities, is deemed to be the
beneficial owner of the shares owned by Mid-Continental Securities.

**********Item 13.        
Exhibits and Reports on Form 8-K.**

********(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).
> 
> 
> 16.1        
>  Responsive letter from Tim Palmieri, C.P.A. (filed as Exhibit 16.1 to the Company's current report on Form 8-K
> filed on March 26, 2004, and incorporated herein by reference).
> 
> 
> 21.1        
>  Subsidiaries of the Company (filed as Exhibit 21.1 to the Company's annual report on Form 10-KSB filed
> on April 14, 2004, and incorporated herein by reference).
> 
> 
> 31.1         Certification of Chief Executive Officer of BidGive International, Inc. Pursuant to Rule 13a-14(a)/15d-14(a).*
> 
> 31.2        
>  Certification of Chief Financial Officer of BidGive International, Inc. Pursuant to Rule 13a-14(a)/15d-14(a).*
> 
> 
> 32.1        
>  Certification of Chief Executive Officer of BidGive International, Inc. Pursuant to 18 U.S.C. Section 1350.*
> 
> 32.2         Certification of Chief Financial Officer of BidGive International, Inc.
> Pursuant to 18 U.S.C. Section 1350.*

__________

(*) 	Filed herewith.

(b)        
Reports on Form 8-K.

A report on Form 8-K was filed on
December 19, 2003 reporting the consummation of the 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.

********A report on Form 8-K/A was filed on December 19, 2003 reporting the consummation of the 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.

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

Audit Fees. The aggregate fees billed by Tim B. Palmieri, CPA for the fiscal years ended December 31, 2003
and 2002 for professional services rendered for the audit of the Company's annual financial statements, the review of
the financial statements included in the Company's Forms 10-QSB and services that were provided in connection with
statutory and regulatory filings or engagements totaled $1,750 and $1,750, respectively. The aggregate fees billed by
Child, Sullivan and Company for the fiscal years ended December 31, 2003 and 2002 for professional services rendered for the
audit of the Company's annual financial statements, the review of the financial statements included in the Company's
Forms 10-QSB and services that were provided in connection with statutory and regulatory filings or engagements
totaled $1,500 and $1,000, respectively.

Audit-Related Fees. The aggregate fees billed by Tim B. Palmieri, CPA for the fiscal years ended December
31, 2003 and 2002 for assurance and related services that are reasonably related to the performance of the audit or
review of the Company's financial statements and are not disclosed in the paragraph captioned "Audit Fees" above were
$0 and $0, respectively. The aggregate fees billed by Child, Sullivan and Company for the fiscal year ended December
31, 2003 for assurance and related services that are reasonably related to the performance of the audit or review of the
Company's financial statements and are not disclosed in the paragraph captioned "Audit Fees" above were $0.

Tax Fees. The aggregate fees billed by Tim B. Palmieri, CPA for the fiscal years ended December 31, 2003
and 2002 for professional services rendered for tax compliance, tax advice and tax planning, for the years ended
December 31, 2003 and 2002, were $0 and $0, respectively. The aggregate fees billed by Child, Sullivan and Company
for the fiscal year ended December 31, 2003 for professional services rendered for tax compliance, tax advice and tax
planning, for the year ended December 31, 2003 were $0.

All Other Fees. The aggregate fees billed by Tim B. Palmieri for the fiscal years ended December 31, 2003 and
2002 for products and services, other than the services described in the paragraphs captioned "Audit Fees", "Audit-Related Fees", and "Tax Fees" above were $0 and $0, respectively.  The aggregate fees billed by Child, Sullivan and
Company for the fiscal year ended December 31, 2003 for products and services, other than the services described in
the paragraphs captioned "Audit Fees", "Audit-Related Fees", and "Tax Fees" above were $0.

The Board of Directors has established its pre-approval policies and procedures, pursuant to which the Board
of Directors approved the foregoing services provided by Tim B. Palmieri, CPA and Child, Sullivan and Company for
2003.



---

**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.





Dated:  May 28, 2004



---

****Contents



Independent Auditor's Report

Balance Sheets (Restated)

Statements of Operations (Restated)

Statements of Cash Flows (Restated)

Statements of Changes in Stockholders' Equity (Deficit) (Restated)

Notes to Financial Statements

* Since the date of the Independent Auditor's Report, Rolfe Enterprises, Inc. was merged with and into BidGive International,
Inc., a Delaware corporation and prior to the merger a wholly-owned subsidiary of Rolfe Enterprises, Inc.  The purpose of this
merger was to convert Rolfe Enterprises, Inc. from a Florida corporation to a Delaware corporation, and to change its name
to "BidGive International, Inc." All references to Rolfe Enterprises, Inc. in the attached financial statements refer to
BidGive International, Inc. as of the date of this Form 10-KSB.

---

******Child, Sullivan & Company****A Professional Corporation of CERTIFIED PUBLIC ACCOUNTANTS**

|****1284 W. Flint  Meadow  Dr., Suite D, Kaysville, U T 84037**** | ****PHONE: (801) 927-1337  FAX: (801) 927-1344****
|----------------------------------------------------------------- | --------------------------------------------------

Independent Auditor's Report

Officers and DirectorsRolfe Enterprises, Inc.

We have audited the restated balance sheets of Rolfe Enterprises, Inc. (a development stage enterprise) for the years ended
December 31, 2003 and 2002, and the related restated statements of operations, changes in stockholders' equity (deficit),
and cash flows for the years then ended, and for the period from May 6, 1996 (date of inception) to December 31,
2003.  These financial statements are the responsibility of the Company's management.  Our responsibility is to
express an opinion on these restated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the restated financial statements referred to above present fairly, in all material respects, the financial
position of Rolfe Enterprises, Inc. as of December 31, 2003 and 2002, and the results of its operations and its cash
flows for the years then ended, and for the period from May 6, 1996 (date of inception) to December 31, 2003, in
conformity with accounting principles generally accepted in the United States of America.

The accompanying restated financial statements have been prepared assuming that the Company will continue as a going
concern. As discussed in Note 4 to the restated financial statements, the Company currently has cash flow constraints, an
accumulated deficit, and has no 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 4. The restated financial statements do not include any adjustments that might result from the outcome of this
uncertainty.

Child, Sullivan and CompanyMay 21, 2004



---

ROLFE ENTERPRISES, INC.

**(A DEVELOPMENT STAGE ENTERPRISE)**

**Balance Sheets**

**(Restated)**

|                                               | December 31,2003 | December 31,2002                          
|---------------------------------------------- | ---------------- | ------------------------------------------
|ASSETS                                         |                  |                                           
|                                               | CURRENT ASSETS   |                                           
|                                               |                  | Cash                                      
|                                               |                  | Shareholder receivable                    
|                                               |                  |                                           
|                                               |                  |                                           
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |                  |                                           
|                                               |                  | CURRENT LIABILITIES                       
|                                               |                  |                                           
|                                               |                  |                                           
|                                               |                  |                                           
|                                               |                  |                                           
|                                               |                  |                                           
|                                               |                  |                                           
|                                               |                  |                                           
|                                               |                  |                                           
|                                               |                  | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

See Notes to Financial Statements.



---

**ROLFE ENTERPRISES, INC.**

**(A DEVELOPMENT STAGE ENTERPRISE)**

**Statements of Operations**

**(Restated)**

|                        |                       |                         | For the year
ended
December 31,
 2003 | For the year
ended
December 31,
 2002 | May 6, 1996

 (Date of
inception) to
December 31,
  2003
|----------------------- | --------------------- | ----------------------- | ------------------------------------- | ------------------------------------- | --------------------------------------------------------
|REVENUES                |                       |                         |                                      
|                        | Sales                 | $-                      | $-                                    | $-                                   
|EXPENSES                |                       |                         |                                      
|                        | Selling, general, and |                         |                                       |                                      
|                        |                       | administrative expenses | 130,537                               | 1,415                                 | 149,116                                                 
|NET LOSS BEFORE TAXES   | (130,537)             | (1,415)                 | (149,116)                            
|                        | Income tax expense    | -                       | -                                     | -                                    
|TOTAL INCOME (LOSS)     | $   (130,537)         | $  (1,415)              | $  (149,116)                         
|Loss per common share   | $(0.15)               | $  (0.00)               |                                      
|Weighted average common |                       |                         |                                      
|                        | shares outstanding    | 894,203                 | 298,611                               |                                      
|                        |                       |                         |                                       |                                       |                                                         



See Notes to Financial Statements.



---

**ROLFE ENTERPRISES, INC.**

**(A DEVELOPMENT STAGE ENTERPRISE)******

**Statements of Cash Flows**

**(Restated)**

|                                            |                                                                         |                                                          | For the year
ended
December 31,
 2003 | For the year
ended
December 31,
2002 | May 6, 1996

 (Date of
inception)  to
December 31,
 2003
|------------------------------------------- | ----------------------------------------------------------------------- | -------------------------------------------------------- | ------------------------------------- | ------------------------------------ | --------------------------------------------------------
|OPERATING ACTIVITIES                        |                                                                         |                                                          |                                      
|                                            | Net loss                                                                | $  (130,537)                                             | $ (1,415)                             | $ (149,116)                         
|                                            | Adjustments to reconcile net loss to cash used by
operating activities: |                                                          |                                       |                                     
|Changes in operating liabilities and assets |                                                                         |                                                          |                                      
|                                            |                                                                         | Shareholder receivable                                   | 1,197                                 | (1,197)                              | -                                                       
|                                            |                                                                         | Accounts payable and accrued expenses                    | (40,651)                              | 1,000                                | 43,851                                                  
|                                            |                                                                         | Shareholder payable                                      | -                                     | (2,817)                              | -                                                       
|                                            |                                                                         | NET CASH PROVIDED (USED) BY         OPERATING
ACTIVITIES | (88,689)                              | (4,429)                              | (105,265)                                               
|FINANCING ACTIVITIES                        |                                                                         |                                                          |                                      
|                                            | Issuance of common stock                                                | 89,500                                                   | 4,464                                 | 106,111                             
|                                            |                                                                         | NET CASH PROVIDED (USED) BY         FINANCING
ACTIVITIES | 89,500                                | 4,464                                | 106,111                                                 
|                                            |                                                                         | INCREASE (DECREASE) IN         CASH                      | 811                                   | 35                                   | 846                                                     
|Cash at beginning of period                 | 35                                                                      | -                                                        | -                                    
|CASH AT END OF PERIOD                       | $846                                                                    | $35                                                      | $846                                 

See Notes to Financial Statements.



---

**ROLFE ENTERPRISES, INC.**

**(A DEVELOPMENT STAGE ENTERPRISE)******

**Statements of Changes**

**in Stockholders' Equity (Deficit)**

**For the Period from May 6, 1996 (date of inception)**

**to December 31, 2003**

**(Restated)**

|                                           | Common Stock** | Additional | Accumulated     |           
|------------------------------------------ | -------------- | ---------- | --------------- | ----------
|                                           | Shares         | Amount     | Paid-in Capital | Deficit   
|Balances at May 6, 1996(date of inception) | -              | $-         | $-              | $-        
|Balances at December 31, 1996              | -              | -          | -               | -         
|                                           |                |            |                 |           
|Common stock for cash                      | 41,840         | 42         | 7,758           | -         
|Net loss                                   | -              | -          | -               | (9,189)   
|Balances at December 31, 1997              | 41,840         | 42         | 7,758           | (9,189)   
|                                           |                |            |                 |           
|Common stock for cash                      | 2,840          | 3          | 3,546           | -         
|Net loss                                   | -              | -          | -               | (2,680)   
|Balances at December 31, 1998              | 44,680         | 45         | 11,304          | (11,869)  
|                                           |                |            |                 |           
|Common stock for cash                      | 63,840         | 64         | 734             | -         
|Net loss                                   | -              | -          | -               | (120)     
|Balances at December 31, 1999              | 108,520        | 109        | 12,038          | (11,989)  
|                                           |                |            |                 |           
|Net loss                                   | -              | -          | -               | (3,175)   
|Balances at December 31, 2000              | 108,520        | 109        | 12,038          | (15,164)  
|                                           |                |            |                 |           
|Net loss                                   | -              | -          | -               | (2,000)   
|Balances at December 31, 2001              | 108,520        | 109        | 12,038          | (17,164)  
|                                           |                |            |                 |           
|Common stock for cash                      | 357,100        | 357        | 4,107           | -         
|Net loss                                   | -              | -          | -               | (1,415)   
|Balances at December 31, 2002              | 465,620        | 466        | 16,145          | (18,579)  
|                                           |                |            |                 |           
|Common stock for cash                      | 15,160         | 15         | 89,485          | -         
|Common stock in merger                     | 5,744,600      | 5,744      | (5,744)         | -         
|Net loss                                   | -              | -          | -               | (130,537) 
|Balances at December 31, 2003              | 6,225,380      | $6,225     | $99,886         | $(149,116)

See Notes to Financial Statements.



---

**Rolfe Enterprises, Inc.**

**(A Development Stage Enterprise)**

**Notes to Financial Statements continued**

**December 31, 2003 and 2002**

**Note 1        
 Summary of Significant Accounting Policies**

The summary of significant accounting policies of Rolfe Enterprises, 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 Rolfe Enterprises, Inc., a development stage enterprise. The
Company was incorporated under the laws of the state of Florida on May 6, 1996. The Company's activities to
date have been primarily directed towards the raising of capital. During January, 2004, subsequent to the reverse
merger described below, the Company began operations as an e-commerce marketing and retail organization,
operating the www.BidGive.com website where customers can purchase discount retail, dining, travel and
telecom offerings.

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 57,446 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.

In October 2003 the Company's board of directors, and stockholders representing a majority of the Company's
outstanding common stock, approved a1:2 stock split and a 25:1 reverse split of the Company's issued and outstanding
common stock. All per share data in the accompanying financial statements have been adjusted to reflect the stock
split and reverse stock split.

Revenue Recognition

The financial statements are prepared based on the accrual method of accounting.  The Company recognizes revenues
when it receives funds, usually via credit card transactions, as payment for discount certificates. The Company also
receives some cash payments from vendors in payment for the advertising and marketing they receive, which is
recognized as revenue when received.

Cash and Cash Equivalents

The Company considers all highly liquid sort-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 in 2003 or 2002.

Estimates

The preparation of financial statements in accordance with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period.  Because of the use of estimates inherent in the financial reporting
process, actual results could differ significantly from those estimates.

Dividend Policy

The Company has not yet adopted any policy regarding payment of dividends.

Income Taxes

The Company records the income tax effect of transactions in the same year that the transactions enter into the
determination of income, regardless of when the transactions are recognized for tax purposes.  Tax credits are
recorded in the year realized.  Since the Company has not yet realized income as of the date of this report, no
provision for income taxes has been made.

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 which includes the enactment date. An allowance
against deferred assets is recorded when it is more likely than not that such tax benefits will be realized.

At December 31, 2003 the valuation is equal to the deferred tax asset, so no net deferred tax asset has been reported
due to the uncertainty of the Company's ability to use the net operating loss carryovers of $149,116 that may be
limited due to changes in ownership, and will expire between December 31, 2022 and 2023.

Earnings (Loss) per Share

Basic earnings (loss) per share is computed by dividing net loss available to common shareholders by the weighted
average number of common shares outstanding during the periods presented. Diluted earnings per share is computed
by dividing net loss available to common shareholders by the weighted average number of common shares and
common share equivalents during the periods presented, as long as such equivalents are not antidilutive.

Advertising Costs

Advertising costs (if any) are charged to expense in the period in which they are incurred and advertising
communication costs the first time the advertising takes place.  There were no advertising expenses for the periods
ended December 31, 2003 and 2002.

**Note 2        
 Related Party Transactions**

The Company wasowed $1,197 from a shareholder at December 31, 2002. This was settled during 2003.

**Note 3        Subsequent Events**

The Company began operations as an e-commerce retailer and marketing entity during January 2004. Also during
1994 the Company began the process to change its name to BidGive International, Inc.

**Note 4        
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, 2003 and 2002, the Company has incurred accumulated deficits of
$149,116 and $18,579, and only had cash of $846 and $35, respectively. Management feels that the reverse merger
described above, and the related operations that began shortly after year-end, will provide the Company with sufficient
working capital to allow it to continue as a going concern.

**Note 5        
Restatement of Previously Issued Audited Financial Statements**

Subsequent to issuance of the financial statements and filing of the 10-KSB, management of the
Company reclassified additional accounts payable to the Company's law firm for services related to the
Merger and subsequent regulatory filings. As a result, it has restated the audited financial statements for
the period ended December 31, 2003.

The following tables set forth the effects of the restatement adjustments:

|                                                                                               | Period Ended December 31, 2003
|---------------------------------------------------------------------------------------------- | ------------------------------
|                                                                                               | Originally Reported           
|Statement of Operations                                                                        |                               
|                                                                                               |                               
|Total Income (Loss)                                                                            | $(86,686)                     
|                                                                                               |                               
|Balance Sheet                                                                                  |                               
|                                                                                               |                               
|Assets                                                                                         | $846                          
|                                                                                               |                               
|Liabilities                                                                                    | $-                            
|                                                                                               |                               
|Stockholders' Equity (Deficit)                                                                 |                               
|Common stock, $.001 par value                                                                  |                               
|20,000,000 shares authorized, 

          6,225,380 shares issued and 

           outstanding | 6,225                         
|Additional paid-in capital                                                                     | 99,886                        
|Deficit accumulated during the 

      development stage                                       | (105,265)                     
|Total Stockholders' Equity (Deficit)                                                           | 846                           
|                                                                                               |                               
|Total Liabilities and Stockholders' 

      Equity (Deficit)                                   | $846                          



---

> 2.1        
>   Merger Agreement and Plan of Reorganization, dated October 10, 2003, entered by and among Rolfe Enterprises, Inc.,
> BGG Acquisition Subsidiary, Inc., Mid-Continental Securities Corp., and BidGive Group, LLC (filed as Exhibit 2.1 to
> the Company's Form 10-QSB filed on November 10, 2003, and incorporated herein by reference).
> 
> 
> 
> 2.2.        
> Merger Agreement and Plan of Reorganization, dated March 10, 2004, entered by and between Rolfe Enterprises, Inc.
> and BidGive International, Inc. (filed as Exhibit 10 to the Company's Preliminary Information Statement on Schedule 14C
> filed on March 12, 2004, and incorporated herein by reference).
> 
> 
> 
> 3.1        
>  Articles of Incorporation (filed as Exhibit 3 to the Company's Preliminary Information Statement on Schedule 14C
> filed on March 12, 2004, and incorporated herein by reference).
> 
> 
> 
> 3.2         
> Bylaws (filed as Exhibit 3 to the Company's Preliminary Information Statement on Schedule 14C filed on March 12,
> 2004, and incorporated herein by reference).
> 
> 
> 
> 16.1        
>  Responsive letter from Tim Palmieri, C.P.A. (filed as Exhibit 16.1 to the Company's current report on Form 8-K filed
> on March 26, 2004, and incorporated herein by reference).
> 
> 
> 
> 21.1        
>   Subsidiaries of the Company (filed as Exhibit 21.1 to the Company's annual report on Form 10-KSB filed on April
> 14, 2004, and incorporated herein by reference).
> 
> 
> 
> 31.1        
>  Certification of Chief Executive Officer of BidGive International, Inc. Pursuant to Rule 13a-14(a)/15d-14(a).*
> 
> 
> 
> 31.2          Certification of Chief Financial Officer of BidGive International, Inc. Pursuant to Rule 13a-14(a)/15d-14(a).*
> 
> 
> 
> 32.1          Certification of Chief Executive Officer of BidGive International, Inc. Pursuant to 18 U.S.C. Section 1350.*
> 
> 
> 
> 32.2        
> Certification of Chief Financial Officer of BidGive International, Inc. Pursuant to 18 U.S.C. Section 1350.*

__________

(*) 	Filed herewith.