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

                    _______________________________________


                                  FORM 10-KSB


 { X } ANNUAL REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT
             OF 1934 FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2004.


{ } TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT
             OF 1934 FOR THE TRANSITION PERIOD FROM ____ TO _____.

                          BIDGIVE INTERNATIONAL, INC.
                (Name of small business issuer in its charter)

<TABLE>
<CAPTION>
           Delaware                   0-49999                     13-4025362
<S>                               <C>                    <C>
(State or other jurisdiction of  Commission file number  (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>

                         3229 WENTWOOD DR., SUITE 200
                              DALLAS, TEXAS 75225
          (Address of principal executive office including zip code)

                                (972) 943-4185


                       (Registrant's telephone number)


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

         Securities registered under Section 12(g) of the Exchange Act
                    Common Stock, Par Value $.001 Per Share
                               (Title of Class)

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


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


State Issuer's revenues for most recent fiscal year: $25,920



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


The number of shares outstanding of registrant's common stock, $.001 par value
per share, as of March 31, 2005, was 6,308,292 shares.


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




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<PAGE>





                         BIDGIVE INTERNATIONAL, INC.


                       2003 ANNUAL REPORT ON FORM 10-KSB


                                    INDEX


<TABLE>
<CAPTION>
PART I.                                                                                                 Page
<S>        <C>                                                                                            <C>
Item 1.   Description of Business                                                                          5
Item 2.   Description of Property                                                                         12
Item 3.   Legal Proceedings                                                                               12
Item 4.   Submission of Matters to a Vote of Security Holders                                             13
PART II.
Item 5.   Market for Common Equity and Related Stockholder Matters                                        13
Item 6.   Management's Discussion and Analysis or Plan of Operation                                       16
Item 7.   Consolidated Financial Statements                                                               20
Item 8.   Changes In and Disagreements with Accountants on Accounting and Financial Disclosures
                                                                                                          32
Item 8A.  Controls and Procedures                                                                         32
Item 8B   Other Information.                                                                              33
PART III.
Item 9.   Directors and Executive Officers of the Registrant                                              33
Item 10.  Executive Compensation                                                                          36
Item 11.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
                                                                                                          37
Item 12.  Certain Relationships and Related Transactions                                                  37
Item 13.  Exhibits                                                                                        38
Item 14.  Principal Accountant Fees and Services                                                          40
SIGNATURES                                                                                                41
</TABLE>




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               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; and


         -  any 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.




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<PAGE>


PART I

ITEM 1.     DESCRIPTION OF BUSINESS.


BACKGROUND

BidGive  International, Inc. (formerly known as Rolfe Enterprises, Inc.) ("we,"
"us," "our," or  "BidGive International"), was originally incorporated as Rolfe
Enterprises,  Inc.  under  the  laws of the State of Florida on May 6, 1996. We
were formed as a "blind pool" or  "blank check" company whose business plan was
to  seek to acquire a business opportunity  through  completion  of  a  merger,
exchange  of stock, or other similar type of transaction. In furtherance of our
business plan,  we  voluntarily  elected  to  become  subject  to  the periodic
reporting  obligations  of  the  Securities Exchange Act of 1934 (the "Exchange
Act") by filing a registration statement  on  Form 10-SB on September 12, 2002.
On  April  12, 2004, Rolfe Enterprises, Inc. was  merged  with  and  into  (the
"reincorporation  merger") BidGive International, a Delaware corporation formed
on such date and prior  to  the  merger  a  wholly-owned  subsidiary  of  Rolfe
Enterprises,  Inc.,  with  BidGive  International surviving the reincorporation
merger.   The  purpose  of the reincorporation  merger  was  to  convert  Rolfe
Enterprises, Inc. from a  Florida  corporation to a Delaware corporation and to
change its name to "BidGive International, Inc."

Pursuant to a merger agreement and plan of reorganization dated October 10,
2003 (the "merger agreement"), entered into by and among Rolfe Enterprises,
Inc. (BidGive International's predecessor), the Merger Sub, Mid-Continental
Securities Corp. (our largest stockholder on the date the merger agreement was
executed), and BidGive Group, LLC (a Texas limited liability company),
effective as of December 4, 2003, BidGive Group, LLC was merged with and into
the Merger Sub with the Merger Sub surviving the merger, and each 1% membership
interest in BidGive Group, LLC which was issued and outstanding immediately
prior to the effective time of the merger was converted into 57,446 shares of
our common stock. As a result of the merger, the former members of BidGive
Group, LLC became the holders of 92.5% of our issued and outstanding common
stock effective as of December 4, 2003. BidGive Group, LLC was a start-up
transitional company formed on May 28, 2003 to acquire certain assets from a
developmental, non-operating company named BidGive, Inc. Neither Rolfe
Enterprises, Inc. nor BidGive Group, LLC, BidGive International's two
predecessors, has ever been subject to any bankruptcy, receivership or similar
proceedings.

In anticipation of completion of the merger transaction with BidGive Group,
LLC, we completed a recapitalization of our common stock. Prior to the
recapitalization, we had a total of 5,822,250 shares of common stock issued and
outstanding. As part of the recapitalization, we first completed a 2:1 forward
stock division that increased our issued and outstanding common stock to
11,644,500 shares, and simultaneously increased our authorized common stock
from 10,000,000 to 20,000,000 shares, par value $.0005. After completion of the
forward division and the increase in the number of authorized shares of common
stock, we completed a 1:25 reverse stock split which reduced the number of
issued and outstanding shares of common stock from 11,644,500 to 465,780, and
also increased the par value per share of common stock back to $.001, but did
not reduce the number of authorized shares of common stock.



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<PAGE>


Following completion of the merger, the former members of BidGive Group, LLC
owned a total of 5,744,600 shares of common stock, or 92.5% of our issued and
outstanding common stock, and our former stockholders owned a total of 465,780
shares of common stock, or 7.5% of our issued and outstanding common stock.

DEVELOPMENT OF BUSINESS OF BIDGIVE GROUP, LLC

BidGive Group, LLC was a start-up transitional company that acquired certain
assets from a developmental, non-operating company named BidGive, Inc. related
to its discount certificate business. The assets acquired consisted of the
discount certificate business operations under development, the "BidGive" name
and slogans, and a non-operating website (http://www.bidgive.com).

BidGive Group, LLC expanded and refined the discount certificate business,
adding an advertising and marketing element for certificate acquisition, an
entire new program of retail shopping certificates, geographical expansion,
toll-free number certificate purchasing and certificate validation, back-end
data access for merchant certificate validation and not-for-profit contribution
auditing, sales and marketing joint venture programs, and the filing of a
provisional patent on the revised and enlarged business methods and processes.

PRINCIPAL PRODUCTS AND SERVICES

Our initial products are discount retail, dining and travel
certificates/credits, and discount local and long distance telephone service,
where every purchase supports the not-for-profit of the purchaser's choosing by
donating a portion of the net proceeds from the transaction. For example, a
purchaser could buy one of our $50.00 retail or dining certificates for the
price of $35.00 with a portion of the proceeds going to the purchaser's charity
of choice. The certificate/credit is from a local or national merchant or fine
restaurant that does not ordinarily give discounts, but does so with us because
the charitable support element makes them good corporate citizens as well as
increases traffic to their establishment. The purchaser gets a good deal and
supports a good cause, the charity receives proceeds that they would not
otherwise receive and for little cost or effort on its part, and the vendors
receive advertising exposure and increased sales and traffic to their
establishments while being good citizens and without having to choose just one
charitable cause which some percentage of their customers might choose not to
support.

We have 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 (32 written
contracts to date), and are continuing to seek contracts with additional
merchants.  We have also begun the process of acquiring similar written
contracts in Newark, New Jersey; Long Island, New York; Dallas, Texas; and
Toronto, Canada, utilizing independent sales contractors and joint venture
partners, although we are not yet offering dining and shopping certificates for
sale in these markets. In addition to actively pursuing local restaurants and
retail merchants in all of the markets listed above, we are also in
negotiations with national retail and restaurant chains pursuant to our plan of
operations. Generally, the material terms of the written agreements require us
to market the discounts



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<PAGE>


provided by the vendors in exchange for a share of the discount, and require
the vendors to agree to provide the negotiated discounts, accept BidGive
certificates/credits submitted by purchasers, and participate in marketing
efforts. Under the cooperative advertising certificate program, the purchaser
receives a 30% discount off the normal retail price of the purchases from
participating vendors, and an additional 5% of the normal retail price goes to
the purchaser's selected charity. When merchants elect to participate and
advertise through BidGive, they pay for part of the advertising cost by
specifying the number of certificates that will be redeemable at their
establishments.  BidGive generates revenues from the difference between the
advertisement rates it negotiates with publishers and the advertising fees
charged to the participating vendors.  We hold the discounts and certificates
as inventory in the sense that the written advertising participation agreements
provide for a specified number of certificates per each advertisement a vendor
participates in or a standard discount given to BidGive debit cardholders (as
discussed below), as maintained on our website by our inventory control
software. The discounts and certificates will not be sold on a consignment
basis.

We also have a written agreement with Coventry Travel, a travel industry
consolidator, to offer travel related services. Coventry Travel provides all
travel fulfillment services, including a toll-free customer service call
center, in exchange for 20% of the $50 travel voucher cost when voucher
purchasers contact Coventry Travel through our toll-free number. Either BidGive
International or Coventry may cancel the agreement upon reasonable notice, but
Coventry must honor all travel vouchers sold prior to cancellation.  We
previously offered a discount telecom program to our customers, but in November
2004 this program was discontinued. We received nominal revenues (less than 1%
of total revenues) from the telecom program prior to its discontinuance.  We
currently intend to reinstate the program during the second quarter of 2005.
In November 2004, we added an online mall to our business through execution of
a company called Linkshare.  We are permitted to establish "check through"
links on our website with individual merchants in Linkshare's network and to
offer discounts and royalties to our customers.  We receive a small percentage
of each transaction from the merchant, and our patrons receive a stated
discount (generally 1 - 5%) and the non-profit designated by the patron
receives a royalty under our standard disbursement process.  During 2004 our
revenues from the online mall were nominal, and less than 1% of revenue.

Our joint venture partner in Palm Beach/Boca Raton, Florida is Ms. Terry Byer.
Our joint venture partner in Newark, New Jersey and Long Island, New York is
Personal Greetings, Inc.  Our joint venture partner in Toronto, Canada is Mr.
Leonard Pearl.  The material terms of our agreement with each of the venture
partners are nearly identical: they act as our local agents in recruiting and
managing independent sales contractors and acquiring merchants and local
charities to participate in our programs, and they pay for the initial
advertisement in their local paper or other media to launch operations in the
area, in exchange for compensation in the form of either shares of our common
stock or a percentage of the net revenues generated through their locations, or
a combination of both stock and revenue sharing-Ms. Byer in Florida will
receive 10,000 shares of our common stock but no revenue sharing; Personal
Greetings, Inc. in the Northeast area will receive 50% of the net profits
generated by the operations in the Northeast area with a monthly advance
against commissions after the completion of this public offering; and Mr. Pearl
in Canada will receive 35,000 shares of our common stock and 50% of the net
profits generated in Canada up to a maximum of $9,000 per month.  Further, as
part of



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each agreement, if the individual joint venture was established on a revenue
sharing basis, we have the right at our option to purchase the joint venture
partners' interests in the operations in exchange for shares of our common
stock. Ronald Gardner, who is employed by our joint venture partner, Personal
Greetings, Inc. ("PGI"), is also a Director of BidGive International, and both
Mr. Gardner, individually, and PGI hold shares of our common stock.

In general, our business model is based on the following steps: with the
cooperative advertising certificate program we purchase advertising space in
publications (such as local newspapers) and other media (such as billboards),
subdivide the ad space and sell smaller ad space to select merchants in
association with our total marketing program. The merchants will pay half of
the purchase price for their advertising space in cash, with the remaining half
of the purchase price payable in the form of discount certificates (in
denominations of $50 or $100) that are redeemable at their business
establishments. We will also offer the merchants the opportunity to provide
slightly reduced (3-20%) but constant discounts to our participating members
through our branded BidGive debit card affinity program, which is presently
under development.  Our debit card will be issued by established banks in
conjunction with either Visa or MasterCard, and will complete transactions
using their established technology as with any other debit card. Similar to the
certificate program, we will approach merchants to provide discounts to members
participating in our debit card program (constant discounts under the debit
card) that pay for their goods and services purchases with the BidGive debit
card.  As with the certificate program, a portion of the monies will go to a
charity selected by the purchaser.  BidGive International will receive a
portion of the discount savings.  We receive revenue from retail and dining
advertisers in the form of cash and discount certificates when advertisers
participate in our marketing programs, and from customers in the form of cash
(credit/debit card charges) when customers purchase the discount retail and
dining certificates through our website or toll-free telephone number, or use
their BidGive debit card with the affinity purchasing program. We receive
revenue in the form of cash (credit/debit card charges) when customers purchase
travel vouchers, which give them access to savings on travel through our
contract with Coventry Travel. Historically, the percentages of revenues
generated by each of our business segments were: retail - 50%, dining - 45%,
travel - 3%, and telecom - 2%. Our telecom program has since been temporarily
discontinued while we locate a new telephone service provider. As we increase
our marketing and advertising efforts, we expect travel, and, once we engage a
new telephone service provider, telecom, to increase to 5% and 3% of our
revenues, respectively, with retail and dining falling to 47% and 45% of our
revenues, respectively. Our standard discount for retail and dining
certificates is 30%, and in conjunction with each purchase we agree to pay a
royalty (generally 5%) to the purchaser's charity of choice.  The constant
discount under the affinity debit card program ranges from 3% to 20% depending
upon the merchant, with royalties (divided between us and the purchaser's
charity of choice) ranging from 1% to 5% depending upon the discount provided
to the purchaser. Under our business model of using venture partners and
independent contractors to open markets, the addition of future markets should
only require nominal resources of our time and money.

DESCRIPTION OF INDUSTRY

The online commerce market is new, rapidly evolving and growing, and
competitive. We expect significant competition because barriers to entry are
minimal, and current and new competitors can launch new websites at a
relatively low cost; however, the threat of patent enforcement



					8


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litigation relating to our proprietary, patent-pending business model (as
described above under "Principal Products and Services") should help to protect
our competitive position within our industry. Business methods are now
considered patentable subject matter. As with all patentable subject matter,
the business method must merely meet the dual requirements of being novel and
non-obvious.  As a result, we have prepared and filed a patent application to
cover the unique components of our business model. When issued, the patent
should deter others from utilizing a business model having the components
covered in the issued claims. (See "Proprietary Technology" for additional
information on our patent application.) There are numerous companies and
websites through which discount certificates may be purchased on various terms,
some of which will compete on some level with us, but none of which, to the
best of our knowledge, bring all the elements together as we do-the "elements"
being a discount to the purchaser with a royalty paid to the not-for-profit and
advertising and increased traffic and sales to the merchant. Our business model
encourages increased traffic to the merchant because purchasers must either
physically visit the merchant's establishment or visit the merchant's website
in order to redeem their certificates or use their BidGive debit cards to
purchase goods and services at a discount. Although we will seek to establish a
unique niche for our business and protect our business model patent, we will
still be competing for funding and will face intense competition from many
other entities with greater experience and financial resources than we
currently have available.

MARKETING AND DISTRIBUTION STRATEGIES

Our marketing is divided into four areas. First, 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 our marketing program to the public.

In the second marketing phase, the credits received from the providers are then
marketed through newspaper and magazine advertising and our website to the
general public at a discount of 30% as BidGive Charity Shopping Certificates,
BidGive Charity Dining Certificates, and BidGive Charity Travel Vouchers. The
advertising includes the logos of some of the benefiting not-for-profit
organizations that receive a royalty of 5% of a purchaser's transaction under
the Retail, Dining, and Travel Programs; the royalty under the Telecom Program
is on a sliding scale from 2% to 10% depending upon the number of customers
participating. Participating not-for-profits are given a communications kit
that provides information about the programs which they can disseminate to
their supporters and staff.

In the third marketing phase it is anticipated that we or a participating not-
for-profit will contact the major corporate supporters of the not-for-profit
organization and requests that they notify their employees of the opportunity
to save money on purchases while also supporting the organization. We will
provide the corporate supporter with a communications kit which explains the
opportunity to the employees and includes several methods of communicating the
message to such employees.

The fourth area of marketing is expected to involve the bulk sale of
certificates by us or an independent contractor sales force to companies that
may use them as employee or customer gifts, or to reduce their cost of
entertaining or purchasing.

We have started and are actively pursuing the first three marketing phases
above in Palm Beach/Boca Raton, Florida; and are completing the marketing
phases in Newark, New Jersey;


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Long Island, New York, and Toronto, Canada through our joint venture partners
using independent sales contractors paid on a commission basis to obtain retail
and dining vendor participation and the signed marketing agreements, while at
the same time our employees approach the participating not-for-profits and
their major corporate supporters to increase awareness of the BidGive
opportunity among their members.  We are opening the market in our corporate
hometown of Dallas, Texas. We are developing the business on a city-by-city
basis using joint venture partners and independent contractors to secure the
participating vendors in order to avoid the need to pay for a large sales force
in advance of sales, or significantly expand our infrastructure in advance of
anticipated sales. Generally, the independent sales contractors will be paid
commissions as follows: (i) $100 of the first month's cash received by us from
Retail and Dining program fees; (ii) 50% of the subsequent monthly Retail and
Dining program fees paid to us by each merchant; and (iii) a 7% commission on
add-on advertising (i.e., newsprint, billboard, radio, cable, etc.) and a 7%
commission on all dining and restaurant certificate sales. Once a market is
selected and the volume of vendors that the independent sales contractor(s)
produce can be predicted with reasonable certainty, we will have opportunity to
determine if our computer hosting, call center or staff capabilities will need
to be enhanced. The sale of BidGive certificates to the public usually begins
45-60 days after vendor acquisition. We are currently selling retail and dining
certificates on our website and through our toll-free number covering merchants
in the Palm Beach/Boca Raton, Florida area. We are also offering travel
vouchers nationwide through our website, and intend to offer telecom services
again once we engage a new telephone service provider.

We will market our business to merchants by promoting the concept that they
will receive additional exposure, community goodwill, and increased traffic and
sales through association with the participating not-for-profits and the
promotional campaigns they conduct. Our business model encourages increased
traffic and sales to the merchant because purchasers must either physically
visit the merchant's establishment or visit the merchant's website in order to
redeem their certificates or use their BidGive debit cards to purchase goods
and services at a discount.

There are two ways for a customer to purchase a BidGive certificate. The
customer can go to our website to register and purchase the certificate, or can
call a toll-free number (to a call center operated by Data Mountain Solutions,
Inc.) to purchase the certificate. Payments are made by credit card and the
certificates generally expire six months from the date of purchase. The BidGive
certificate can be used by the purchaser or given as a gift to be used by the
recipient.  The material terms of the written agreement with Data Mountain
Solutions, Inc. ("DMS") require DMS to provide turnkey call center set-up and
monitoring services for order placement and certificate redemption, for a $350
monthly fee. Either party may cancel the agreement upon 30 days' written
notice, and DMS may adjust its rates or modify the terms and conditions of the
agreement upon 60 days' notice.  The contract is on a month-to-month basis,
required an initial set up fee of $1,000, and has per minute costs of $.11.

COMPETITION

Several companies offer some components of our sales and fund-raising programs.
We expect to be competitive primarily on the basis of price and by seeking to
provide certificates and debit cards which offer a discount with a
commercial/philanthropic combination (most competitors offer either a price
discount or a royalty to a charity, but not both-we provide both a discount and
a royalty). We also expect to compete through reputation by offering discount
certificates from merchants that do not frequently offer discounts.  As a new
company, we are not yet fully



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competitive within the industry, and most of our potential competitors are more
established and presently have greater financial resources than we do.

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

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

PROPRIETARY TECHNOLOGY

On October 23, 2003, we, by and through our individual officers, filed a
provisional patent application with the United States Patent and Trademark
Office covering our proprietary business model (as described above under
"Principal Products and Services").  Since 1995, the United States Patent and
Trademark Office has offered inventors the option of filing a provisional
application for patents. The provisional patent application process was
designed to provide a lower-cost first patent filing in the United States,
among other goals. A provisional patent application allows filing without a
formal patent claim, oath or declaration, or any information disclosure (prior
art) statement. It provides the means to establish an early effective filing
date in a non-provisional patent application, and also allows the term "Patent
Pending" to be applied. A provisional patent application is valid for 12 months
from the date originally filed, and this 12-month pendency period cannot be
extended. On October 21, 2004, we filed a corresponding non-provisional patent
application (U.S. Serial Number 10/970,838, "System and Method for Charitable
Organization-Branded Marketing") in order to benefit from the earlier filing
date for the provisional patent application. The non-provisional patent
application has not yet been approved. When a non-provisional patent is issued,
the patent should deter others from utilizing a business model having the
components covered in the issued claims. Until a non-provisional patent is
issued, we cannot use the patent application as a direct enforcement tool to
prevent others from engaging in infringing activities.  However, we may legally
commercialize our business model under the "patent pending" notice, providing
some deterrent value against would-be competitors.  Additionally, since
infringing activities that occur prior to the issuance of a patent can be
addressed retrospectively (up to 6 years) once the patent issues, this provides
additional deterrence to would-be competitors.

Portions of our proprietary business model, including portions of our software
and mode of operations, are also protected as trade secrets through
confidentiality agreements with our employees, our independent contractors, and
our joint venture partners and through other standard security measures.  The
terms of our confidentiality agreements are broad and include prohibitions
against using our client lists or any confidential information or trade secrets
outside of our business, diverting any of our business opportunities, and
noncompetition provisions preventing the solicitation of any of our
participants without our written permission for a specified period of time
after termination of services.  We intend to use these protections to


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protect our proprietary business model from direct competition by foreclosing
the ability of potential competitors from using a similar discount/charitable
contribution model or process in their business, or from using our client list
or approaching participants in the BidGive program. We are also in the process
of filing trade name and trademark applications to register the "BidGive" name
and mark, the names of our products, and our slogan ("Where Saving is Giving").

GOVERNMENT REGULATION

We are not currently aware of any existing federal, state, governmental
regulations which are specific to our industry. Potential future regulations
may include sales and/or use taxes, which expenses would then be passed on to
the participating merchants or customers. We are only aware of one Internet
regulation that could potentially currently affect our business. Recent
California legislation with an effective date of July 1, 2004 requires Internet
companies that collect and maintain personally identifiable information from
persons residing in California for commercial purposes to comply with certain
privacy policy requirements; however, we are not currently marketing our
products in California and have no customers that reside in California. We will
continue to monitor and comply with additional Internet regulations as they
become effective and applicable to us.


EMPLOYEES


We currently have two full-time employees, and utilize independent contractors
and joint venture partners for the bulk of our operations. Our joint venture
partner in Palm Beach/Boca Raton, Florida is Ms. Terry Byer. Our partner in
Newark, New Jersey and Long Island, New 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



					12


<PAGE>

not aware of any legal proceedings in which any Director, officer or affiliate
of the Company, any owner of record or beneficially of more than 5% of any
class of voting securities of the Company, or any associate of any such
Director, officer, affiliate or security holder of the Company, is a party
adverse to the Company or any of its subsidiaries or has a material interest
adverse to the Company or any of its subsidiaries.

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

None.


                                   PART II


ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

There is no public trading market for shares of our common stock. Our common
stock is not yet quoted on the OTC Bulletin Board or on any other public
trading market and we have not applied for listing or quotation on any public
trading market. We are currently in the process of filing a registration
statement on Form SB-2 with the Securities and Exchange Commission to register
1,000,000 shares of our common stock for sale to the public. Following
completion of the proposed public offering, we intend to apply to have our
common stock listing for trading on the OTC Bulletin Board, but there is no
assurance that our shares will be listed on the OTC Bulletin Board, or that any
public market will be established or will develop for our shares.

If a trading market does develop for our shares it is likely to be subject to
restrictions imposed by the penny stock rules. The Securities and Exchange
Commission has adopted rules which regulate broker-dealer practices in "penny
stocks," which generally means stocks with a price of less than $5.00.  Prior
to engaging in a certain transactions involving a penny stock, broker-dealers
must make a special written determination that it is a suitable investment for
the purchaser and must receive the purchasers' written consent to the
transaction and written acknowledgement of receipt of a risk disclosure
statement.  The broker-dealer must also provide the customer with information
regarding the current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction, and a
monthly account statement showing the market value of each penny stock held.
 These disclosure requirements will have the effect of making it more difficult
for an active trading market to develop in our stock and for an investor in the
proposed public offering to sell shares of our common stock in the secondary
market.

None of our common equities are subject to any outstanding options, warrants to
purchase, or securities convertible into, common stock. We have not agreed to
register any common stock under the Securities Act of 1933 (the "Securities
Act") for sale by our security holders, although we reserve the right to do so
in the future. Other than the proposed public offering, there are no common
equities of BidGive International that are proposed to be, or have been
proposed to be, publicly offered by us, the offering of which could have a
material effect on the market price of our common stock.


					13


<PAGE>


The Securities and Exchange Commission has issued an interpretative letter
which concludes that promoters and affiliates of a blank check company such as
us and their transferees are not entitled to rely upon the exemption from
registration provided by Rule 144 for purposes of resales of their shares.
 Accordingly, any of our shares held by persons who may be deemed to be our
promoters or affiliates, or their transferees, may only resell their securities
through a registered offering.

At December 31, 2004, we had 6,308,292 shares of Common Stock outstanding and
had approximately 177 stockholders of record.

We currently have no securities authorized for issuance under any equity
compensation plans.

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


                    RECENT SALES OF UNREGISTERED SECURITIES
<TABLE>
<CAPTION>
      NAME                         DATE             SECURITIES SOLD  PURCHASE PRICE PER SHARE AGGREGATE PURCHASE
												PRICE
<S>                               <C>                <C>               <C>                      <C>
Shai Rappaport1                    March 2, 2004       4,000 shares4         $1.25                $  5,000
Saleem Lakdawala1                  February 10, 2004   2,000 shares4         $1.25                $  2,500
Jack Weiner1                       February 6, 2004    12,000 shares4        $1.25                $ 15,000
John Peiser1                       February 3, 2004    8,000 shares4         $1.25                $ 10,000
Joseph Pioppi2                     January 22, 2004    2,400 shares4         $1.25                $  3,000
PGI, Inc.1                         January 20, 2004    2,000 shares4         $1.25                $  2,500
Frank Pioppi2                      January 9, 2004     2,000 shares4         $1.25                $  2,500
Neil Berwish1                      December 5, 2003    5,000 shares4         $1.25                $  6,250
Phil Berwish9                      December 5, 2003    5,000 shares5         $1.259               $  6,250
David Peterson9                    December 5, 2003    5,000 shares5         $1.259               $  6,250
BidGive, Inc.3                     October 2, 2003     3,094,009 units6      Assets                    N/A
Ali Tekbali1                       September 30, 2003  30,000 units7         $1.25                $ 37,500
Les Maund9                         September 30, 2003  20,000 units6         $1.259               $ 25,000
Natalie Retamar1                   September 29, 2003  4,000 units7          $1.25                $  5,000
Terry Byer1                        September 29, 2003  8,000 units7          $1.25                $ 10,000
PGI, Inc.1                         September 16, 2003  1,600 units7          $1.25                $  2,000
Robert Schneiderman1               August 14, 2003     6,000 units7          $1.25                $  8,000
PGI, Inc.1                         August 13, 2003     8,000 units7          $1.25                $ 10,000
Peter & Julie Andreesen1           June 3, 2003        50,000 unit7          $0.50                $ 25,000
Peter & Lisa Luthringer1           November 11, 2002   2,000 shares8         $0.50                $  1,000
Mid-Continental Securities Corp.3  June 25, 2002       2,000,000 shares8     $0.001               $  2,000
Mid-Continental Securities Corp.3  June 17, 2002       770,000 shares8       $0.001               $    770
Mid-Continental Securities Corp.3  January 8, 2002     150,000 shares8       $0.001               $    150
Mid-Continental Securities Corp.3  December 21, 2001   250,000 shares8       $0.001               $    250
Mid-Continental Securities Corp.3  December 19, 2001   500,000 shares8       $0.001               $    500
Mid-Continental Securities Corp.3  July 24, 2001       408,750 shares8       $0.001               $    408.75
Mid-Continental Securities Corp.3  April 18, 2001      385,000 shares8       $0.001               $    385
</TABLE>




					14


<PAGE>


      1 We made a determination that  each  such  purchaser  was  an accredited
investor  as  that  term  is  defined under Regulation D promulgated under  the
Securities  Act,  based  in  part  upon   representations  made  in  each  such
purchaser's executed subscription agreement  and  financial  information  about
each  such purchaser provided therein. Each such purchaser also represented  to
us that  he  or  she received all information he or she considered necessary in
determining whether  to  purchase  our  common  stock  (or the units of BidGive
Group, LLC prior to its merger with our predecessor, as the case may be).

      2  We  made a determination that each such purchaser  was  an  accredited
investor as that  term  is  defined  under  Regulation  D promulgated under the
Securities Act, based in part upon representations made by each such purchaser.
Each  such  purchaser  also  represented  to  us  that he or she  received  all
information he or she considered necessary in determining  whether  to purchase
our common stock.

      3  Purchaser  is  a  person who either alone or with his or her purchaser
representative(s) had sufficient  knowledge  and  experience  in  financial and
business  matters  to  be  capable  of  evaluating  the merits and risks of  an
investment in, and received all information he, she or  it considered necessary
in determining whether to purchase our common stock (or the  units  of  BidGive
Group, LLC prior to its merger with our predecessor, as the case may be).

      4 Sale of our Common Stock pursuant to Section 3(b) of the Securities Act
and Rule 505 promulgated thereunder.

      5  Sale  of  our  Common Stock pursuant to Section 4(2) of the Securities
         Act.

      6 Sale of membership units in BidGive Group, LLC pursuant to Section 4(2)
of the Securities Act. Effective as of December 4, 2003, BidGive Group, LLC was
merged with and into the  Merger  Sub with the Merger Sub surviving the Merger,
and each 1% membership interest in  BidGive  Group,  LLC  that  was  issued and
outstanding immediately prior to the effective time of the Merger was converted
into  57,446 shares of our common stock. As a result of the Merger, the  former
members  of  BidGive  Group,  LLC became the holders of 92.5% of our issued and
outstanding common stock effective as of December 4, 2003.

      7 Sale of membership units in BidGive Group, LLC pursuant to Section 3(b)
of the Securities Act and Rule 505 promulgated thereunder.

      8 Sale of Rolfe Enterprise,  Inc.'s common stock pursuant to Section 4(2)
of  the Securities Act. This sale occurred  prior  to  the  2:1  forward  stock
division,  the  1:25  reverse stock split, and the merger of Rolfe Enterprises,
Inc. into BidGive International.

      9 Value of services  rendered  to us: Phil Berwish and David Peterson are
recent additions to our advisory board-each  member  of  the  advisory board is
granted 5,000 shares of common stock in lieu of any cash compensation for their
availability,  expertise,  and  guidance  in  establishing  and  expanding  our
business  operations. Les Maund has provided and continues to provide,  without
cash compensation  by  us,  necessary  print and webpage design and development
services for our advertising element, and  was  granted  20,000  shares  of our
common stock for



					15


<PAGE>


      such  services. We made a determination that each such person either  (i)
was  an accredited  investor  as  that  term  is  defined  under  Regulation  D
promulgated  under  the Securities Act, or (ii) either alone or with his or her
purchaser  representative(s)   had   sufficient  knowledge  and  experience  in
financial and business matters to be capable of evaluating the merits and risks
of an investment in, and received all  information  he,  she  or  it considered
necessary  in  determining  whether to purchase our common stock, in each  case
based in part upon representations made by each such person.

All of the securities sold for  cash were offered and sold through our officers
and  directors  in  reliance upon exemptions  from  registration  either  under
Section 4(2) of the Securities  Act or under Section 3(b) of the Securities Act
and Rule 505 of Regulation D promulgated  thereunder.  The  securities sold for
consideration other than cash were offered and sold in reliance upon exemptions
from  registration  under  Section  4(2)  of  the  Securities  Act.  All   such
transactions   were  private  offerings  made  without  advertising  or  public
solicitation. Purchasers  signed  a  subscription  agreement acknowledging that
they were purchasing shares for their own account and  acknowledging  that  the
securities  were  not  registered  under  the Securities Act and cannot be sold
unless they are registered or unless an exemption  is available. In addition, a
restrictive  legend  was  placed  on  all share certificates  representing  the
shares.


ITEM 6.         MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

 The following discussion of our financial condition and results of operations
should be read in conjunction with our Consolidated Financial Statements and
related footnotes.

OVERVIEW

We were originally incorporated as Rolfe Enterprises, Inc. under the laws of
the State of Florida on May 6, 1996. We were formed as a "blind pool" or "blank
check" company whose business plan was to seek to acquire a business
opportunity through completion of a merger, exchange of stock, or similar type
of transaction. On April 12, 2004, Rolfe Enterprises, Inc. was merged with and
into BidGive International, a Delaware corporation formed on such date and
prior to the merger a wholly-owned subsidiary of Rolfe Enterprises, Inc., with
BidGive International surviving the reincorporation merger. The purpose of the
reincorporation merger was to convert Rolfe Enterprises, Inc. from a Florida
corporation to a Delaware corporation and to change its name to "BidGive
International, Inc."

On December 4, 2003, we acquired all of the assets of BidGive Group, LLC
through the merger of BidGive Group, LLC with and into the Merger Sub, with the
Merger Sub as the surviving corporation. BidGive Group, LLC was a start-up
transitional company formed on May 28, 2003 to acquire certain assets from a
developmental, non-operating company named BidGive, Inc. The assets which we
acquired in the merger consisted of a development stage discount certificate
business, the related website, and related proprietary technology. We are
currently further developing the assets we acquired in the merger and have
commenced operations of an e-commerce website through which we will offer and
sell discount certificates, and other



					16


<PAGE>


products and services as opportunities arise. Neither Rolfe Enterprises, Inc.
nor BidGive Group, LLC, BidGive International's two predecessors, has ever been
subject to any bankruptcy, receivership or similar proceedings.

LIQUIDITY AND CAPITAL RESOURCES

For the year ended December 31, 2004, our consolidated balance sheet, which
reflects the effect of the merger, reflects current and total assets of $15,344
in comparison to $846 for the twelve months ended December 31, 2003, and total
current liabilities of $163,758 in comparison to $43,851 for the twelve months
ended December 31, 2003. On February 2, 2004, we commenced revenue generating
business and marketing operations by opening our first market in the Palm
Beach/Boca Raton, Florida area. Cash on hand on March 15, 2005 was
approximately $5,000. This sum is anticipated to satisfy our cash requirements
through April 2005. We expect to raise additional capital sufficient to support
our operations after April 2005 through the issuance of short-term convertible
debt. In the event that we are not able to raise such capital, we will be
required to significantly curtail our operations to the extent that they can be
financed with ongoing operations and proceeds provided by joint venture
partners.

We do not presently have adequate cash or sources of financing to meet either
our short-term or long-term capital needs. We have not currently identified any
sources of available working capital, other than the possible receipt of
proceeds from our current offering on Form SB-2 and revenues generated by
ongoing operations. We may not receive any significant amount of proceeds from
either this offering or cash flow from operations. We may also be unable to
locate other sources of capital or may find that capital is not available on
terms that are acceptable to us. If we do not receive significant proceeds from
this offering and are unable to raise additional capital from other sources, we
will be required to limit our operations to those which can be financed with
the modest capital which is currently available and will be required to
significantly curtail our expansion plans to the extent they can be financed
with ongoing operations and proceeds provided by joint venture partners and
debt financing.

During the year ended December 31, 2004, we issued a total of $47,990 of short-
term convertible debt, bearing interest at rates ranging from 6-10% with due
dates ranging from May 9, 2005 to September 30, 2005. The notes require a lump
sum payment of principal and accrued interest on their respective due dates.
The debt is convertible into shares of our common stock at any time at
conversion rates ranging from $1.25 per share to $1.50 per share; however, we
have reserved the right to pay off any part or the entire principal and accrued
interest on the notes in cash prior to conversion, even if the note holder has
elected to convert. Accordingly, we have not recorded additional costs of
borrowing (interest) for the potential benefits of the conversion features. The
conversion prices were determined using prices at which we had most recently
issued shares of common stock as of the date each borrowing was made. The
conversion prices are subject to customary anti-dilution protections. No debt
is currently past due and no debt has been converted into stock.



					17


<PAGE>


RESULTS OF OPERATIONS

We launched our operations and commenced revenue generating business and
marketing operations with the opening of our first market in the Palm
Beach/Boca Raton, Florida area on February 2, 2004.  To date, we have generated
only nominal revenues. The $ 185,579 in expenses we incurred for the fiscal
year ended December 31, 2004 consisted primarily of costs associated with the
merger and the public offering, legal and accounting fees, general operating
expenses, and independent contractor fees.

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; and Toronto, Canada through joint venture partners and independent
sales contractors, and in Dallas, Texas through our employees. Upon completion
of this offering, we intend to expand our programs into several other major
markets.

Prior to the date of this registration statement, we have used funds provided
by management and by private investors to pay for operations. The initial
cities of Palm Beach/Boca Raton, Newark, Long Island and Toronto are being
opened at nominal out-of-pocket cost to us by using joint venture partners who
are funding the major cost of these initial launches in return for a minority
share of the revenues and profits and/or shares of our common stock.

We intend to allocate a portion of the net proceeds of this offering to hire
additional employees. If this offering is fully subscribed, we currently
anticipate hiring three additional full time employees in the areas of
marketing and operations to support expanded business operations. If this
offering is only 10% or 25% subscribed, we do not currently anticipate hiring
any additional employees. If this offering is only 50% subscribed, we currently
anticipate hiring one additional employee. If this offering is only 75%
subscribed, we currently anticipate hiring two additional employees.  The
estimated time frame for hiring additional employees and estimated expense
depends entirely on when the registration statement becomes effective and we
obtain the necessary public funding.  The Company estimates hiring personnel as
necessary within ninety days of obtaining funding as described, with estimated
salary expenses in the $50,000 - $75,000 range.

We also intend to allocate a portion of the net proceeds of this offering to
launch operations in additional cities. If the offering is fully subscribed, we
plan to open up to 12 additional markets (cities/geographic areas) during
fiscal year 2005. Each of our present programs (Dining, Retail, and Travel) and
our Telecom program (once a new telephone service provider has been engaged)
will be launched and operated in each market. We plan to open three to five new
markets in the first two quarters of fiscal year 2005. These markets are
expected to be in Newark, New Jersey; Long Island, New York; Dallas, Texas and
Toronto, Canada (BidGive Canada). These first additional markets will be funded
approximately 75% by our joint venture partners, except for Toronto, which
requires venture partner Leonard Pearl to pay all costs of opening the Canadian
territory, and Dallas, which is being opened by Company employees, with the
remainder of the funding provided by the proceeds of this offering. See
"Description of



					18


<PAGE>


Business-Principal Products and Services" for additional information regarding
the material terms of the agreements with our joint venture partners. After
these first additional markets are opened, we plan to use the proceeds of this
offering to fund seven to nine additional markets during the remainder of
fiscal year 2005, three to four additional markets during the third quarter of
fiscal year 2005, and four to five additional markets during the fourth quarter
of fiscal year 2005. We expect that these additional markets will include the
cities of Philadelphia, Boston, Los Angeles, Connecticut, Chicago, Atlanta, Las
Vegas, San Francisco, and Houston. To the extent that the proceeds of this
offering are not sufficient to fund all 12 of these additional markets, we will
not be able to open any additional markets for which funds are unavailable
unless we obtain additional financing or realize sufficient working capital
from our operations, and we will curtail our opening of additional markets
until each market we have previously opened is self-sustaining. In addition to
the new markets to be opened in the first two quarters of 2005, in the event
this offering is 75% subscribed, we expect to open five additional markets
during the remainder of fiscal year 2005; in the event this offering is 50%
subscribed, we expect to open two additional markets during the remainder of
fiscal year 2005; and in the event this offering is 25% subscribed, we expect
to open no additional markets during the remainder of fiscal year 2005. There
is no assurance that we will receive sufficient proceeds from either this
offering or from other sources, including future revenues, to fund opening the
additional markets. There is also no assurance that we will receive any such
proceeds in accordance with the proposed schedule for opening the additional
markets.

The detailed steps, estimated time frames and estimated costs required to open
a market include: Step 1-obtaining the advertising rate from the participating
media when implementing the advertising program, hiring and training sales
representatives (10-14 days, $2,500); Step 2-acquiring not-for-profit entity
participation to assist in acquiring vendor and merchant participation and
signed marketing participation agreements (14-21 days, $2,500); Step 3-signing
up the not-for-profit's individual members and issuing BidGive branded debit
cards where appropriate (14-21 days, $2,500); Step 4-receiving the print and
artwork for the ads from the vendors, inputting the information into our
advertising space templates (5-7 days, $5,000); Step 5-obtaining ad approval
from the media, adding the merchants to the BidGive website (5-7 days, $1,500);
Step 6-selling and issuing BidGive or co-branded debit cards to the general
public in the marketing area (7-10 days, $3,500); and Step 7-marketing the
program in the area when the advertisement appears and where the merchants
supporting the debit cards are located (7-10 days, $5,000). Based upon these
estimated time frames, we currently anticipate that approximately 75-90 days
and $22,500 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 a market. Our joint
venture partners will be responsible for 100% of the costs associated with
Steps 1, 2, 6 and 7 and approximately 75% of the costs associated with Steps 3,
4 and 5, which leaves us responsible for approximately $2,250 of the $22,500
required to open a market. To the extent that the proceeds of this offering are
not sufficient to fund our expenses for each step for a market, we will not be
able to open such market unless we obtain additional financing or realize
sufficient working capital from our operations.

					19


<PAGE>

OFF-BALANCE SHEET ARRANGEMENTS


During the year ended December 31, 2004, we had no off-balance sheet
arrangements.

ITEM 7.     FINANCIAL STATEMENTS.

See following pages.













					20


<PAGE>













                          BIDGIVE INTERNATIONAL, INC.

                   AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                          WITH REPORT OF INDEPENDENT
                       REGISTERED PUBLIC ACCOUNTING FIRM

                               DECEMBER 31, 2004






















					21


<PAGE>


                          BidGive International, Inc.

                       Consolidated Financial Statements
                                    for the
                                  Years Ended
                          December 31, 2004 and 2003


                                   Contents


<TABLE>
<CAPTION>
                                                                    Page
<S>                                                                  <C>
Report of Independent Registered Public Accounting Firm               23
Consolidated Balance Sheet                                            24
Consolidated Statements of Operations                                 25
Consolidated Statements of Changes in Stockholders' Equity (Deficit)  26
Consolidated Statements of Cash Flows                                 27
Notes to Financial Statements                                         28
</TABLE>
















					22


<PAGE>










                       REPORT OF INDEPENDENT REGISTERED
                            PUBLIC ACCOUNTING FIRM



Officers and Directors
BidGive International, Inc.

We have audited the consolidated balance  sheets of BidGive International, Inc.
as of December 31, 2004, and the related consolidated statements of operations,
changes in stockholders' equity (deficit),  and  cash flows for the years ended
December  31,  2004 and 2003, and for the period from  May  6,  1996  (date  of
inception) to December  31,  2004.  These consolidated financial statements are
the  responsibility of the Company's  management.   Our  responsibility  is  to
express an opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly,  in  all   material   respects,   the  financial  position  of  BidGive
International, Inc. as of December 31, 2004,  and the results of its operations
and its cash flows for the years ended December  31, 2004 and 2003, and for the
period from May 6, 1996 (date of inception) to December 31, 2004, in conformity
with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements  have been prepared assuming
that the Company will continue as a going concern. As  discussed  in  Note 3 to
the  consolidated  financial  statements,  the  Company currently has cash flow
constraints,  an accumulated deficit, and has relatively  little  revenue  from
operations. These  factors,  among  others,  raise  substantial doubt about the
Company's ability to continue as a going concern. Management's  plans in regard
to these matters are also described in Note 3. The financial statements  do not
include any adjustments that might result from the outcome of this uncertainty.



Child, Sullivan and Company
March 25, 2005




					23


<PAGE>


                          BIDGIVE INTERNATIONAL, INC.

                          CONSOLIDATED BALANCE SHEET






                                                                  December 31,
                                                                     2004
								 -----------

ASSETS
  CURRENT ASSETS
   Cash                                                          $      5,344
   Accounts receivable                                                 10,000
								 ------------

                           TOTAL CURRENT ASSETS                        15,344
								 ------------



                                   TOTAL ASSETS                  $     15,344
								 ============



LIABILITIES AND STOCKHOLDERS'
  EQUITY (DEFICIT)
   CURRENT LIABILITIES
     Accounts payable and accrued expense                        $    105,768
     Deferred revenue                                                  10,000
     Convertible debt                                                  47,990
								 ------------

                      TOTAL CURRENT LIABILITIES                       163,758

   STOCKHOLDERS' EQUITY (DEFICIT)
     Common stock, $.001 par value
     20,000,000 shares authorized, 6,308,292
     issued and outstanding                                             6,308
     Additional paid-in capital                                        70,803
     Accumulated deficit                                            (225,525)
								 ------------

           TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                     (148,414)
								 ------------


  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)           $    15,344
								 ===========


*See Notes to Consolidated Financial Statements





					24


<PAGE>


                          BIDGIVE INTERNATIONAL, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS



                                                       For the        For the
                                                        year           year
                                                        ended          ended
                                                    December 31,   December 31,
                                                        2004           2003
   						    -----------    -----------


REVENUES

  Sales                                           $     25,920   $          -


EXPENSES

  Selling, general, and
   administrative expenses                             185,579         47,287
						  ------------        --------


NET LOSS BEFORE TAXES                                 (159,659)       (47,287)
						  -------------       -------

  Income tax expense                                         -              -


TOTAL INCOME (LOSS)                               $   (159,659)   $   (47,287)
						  =============   ============



Loss per common share                             $      (0.02)   $     (0.05)
						  =============   ============


Weighted average common
   shares outstanding                                6,266,836        894,203
					          =============   ============



*See Notes to Consolidated Financial Statements





					25


<PAGE>


                          BIDGIVE INTERNATIONAL, INC.

                      CONSOLIDATED STATEMENTS OF CHANGES
                       IN STOCKHOLDERS' EQUITY (DEFICIT)
                              FOR THE YEARS ENDED
                          DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
<S>                           <C>         <C>    <C>              <C>          <C>         <C>
                                                                  Common
				 Common Stock 	                  Stock
                                                  Additional    Subscription  Accumulated
                                 Shares  Amount  Paid-in Capital Receivable    Deficit    Total
				 ------	 ------  --------------- ----------    -------    -----

Balances at January 1, 2003     465,620    466     16,145                    (18,579)   (1,968)

   Common stock for cash          4,160      4      6,246             -            -     6,250
   Common stock issued in     5,795,112  5,795     (5,795)            -            -         -
   merger

   Common stock subscribed       11,000     11      13,739     (13,750)            -         -

   Net loss                           -      -           -            -      (47,287)   (47,287)
                               --------  -----  ----------  -----------    ----------  ---------

Balances at December 31, 2003

   (RESTATED-NOTE 4)           6,275,892 6,276      30,335     (13,750)     (65,866)   (43,005)



  Common stock for cash           32,400    32      40,468           -             -     40,500

  Payments received for
  subscribed shares                    -     -          -       13,750             -     13,750

   Net loss                            -     -          -            -     (159,659)   (159,659)
				--------  ----  -----------  -----------   ----------  ---------

Balances at December 31, 2004 6,308,292 $6,308     $70,803      $    -    $(225,525) $ (148,414)
			      ========= ======  ===========  ===========  ========== ===========

</TABLE>


*See Notes to Consolidated Financial Statements




					26


<PAGE>


                          BIDGIVE INTERNATIONAL, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                     For the        For the
                                                      year           year
                                                      ended          ended
                                                  December 31,   December 31,
                                                      2004           2003
                                                  -----------    ------------
                                                             (Restated-Note 4)
OPERATING ACTIVITIES

  Net loss                                        $  (159,659)   $   (47,287)
  Adjustments to reconcile net loss
   to cash used by operating activities:

Changes in operating liabilities and assets

     Accounts receivable                              (10,000)              -
     Shareholder receivable                                 -           1,197
     Accounts payable and accrued expenses             61,917          40,651
     Deferred revenue                                  10,000               -
						   -----------     ----------

     NET CASH PROVIDED (USED) BY
            OPERATING ACTIVITIES                      (83,992)        (5,439)


FINANCING ACTIVITIES

  Issuance of common stock                             40,500          6,250
  Proceeds from stock subscriptions receivable         13,750              -
  Issuance of convertible debt                         47,990              -
						       ------          -----

     NET CASH PROVIDED (USED) BY
            FINANCING ACTIVITIES                       88,490          6,250
						       ------          -----

     INCREASE (DECREASE) IN CASH                        4,498            811

Cash at beginning of year                                 846             35
							  ---		  --

             CASH AT END OF YEAR                  $     5,344   $        846
						  ===========   ============

Non-cash investing and financing activities:
        Common stock subscribed                   $         -   $     13,750
                                                  ===========   ============


*See Notes to Consolidated Financial Statements



					27


<PAGE>




                          BIDGIVE INTERNATIONAL, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                          DECEMBER 31, 2004 AND 2003

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The  summary  of significant accounting policies of BidGive International, Inc.
(the Company) is  presented  to assist in understanding the Company's financial
statements.  The financial statements  and  notes  are  representations  of the
Company's management, which is responsible for their integrity and objectivity.
These  accounting  policies conform to accounting principles generally accepted
in the United States  of  America  and  have  been  consistently applied in the
preparation of the financial statements.

Nature of Business

The  financial statements presented are those of BidGive  International,  Inc.,
(formerly  Rolfe Enterprises, Inc.) as of December 31, 2004 and 2003. Principal
operations as  an e-commerce marketing and retail organization, operating under
the www.BidGive.com  website  where  customers  can  purchase  discount retail,
dining, and travel offerings, began during the first quarter of 2004, so we are
no  longer in the development stage. We were originally incorporated  as  Rolfe
Enterprises,  Inc.  under  the  laws of the state of Florida on May 6, 1996. We
were reincorporated on April 12,  2004  in  the  state  of  Delaware as BidGive
International, Inc. The purpose of the reincorporation was to  change  our name
and state of domicile.

Business Combination

On  October  10, 2003, the Company entered into a Merger Agreement and Plan  of
Reorganization  (the Merger Agreement) with BBG Acquisition Subsidiary, Inc., a
Texas Corporation  and wholly-owned subsidiary of the Company (the Merger Sub),
and BidGive Group, LLC,  a  Texas limited liability company (BidGive). Pursuant
to the Merger Agreement, effective  as  of December 4, 2003, BidGive was merged
with and into the Merger Sub with the Merger Sub surviving the merger, and each
1% of membership interest in BidGive immediately prior to the effective time of
the merger was converted into 57,951 shares  of  the  Company's $.001 par value
common  stock. The merger was accounted for as a reverse  acquisition.  At  the
effective  date  of  the  merger,  BidGive  had  no  assets or liabilities. The
accounts  of  the  Company  include  those  of  BidGive International  and  its
subsidiary,  BBG Acquisition Subsidiary, Inc. All  intercompany  accounts  have
been eliminated in consolidation.

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

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 and loading
funds onto debit cards. The Company  also  receives  some  cash  payments  from
vendors  in  payment  for  the advertising and marketing they receive, which is
recognized  as  revenue  when  services  have  been  performed  and  milestones
achieved, when applicable. Deferred  revenue  is  recorded  when  payments  are
received  in advance of substantial completion of services. Accounts receivable
of $10,000  for  payments  to  be  received under contract for services not yet
completed  have been  recorded at December  31,  2004.  Management  expects  to
complete its remaining obligations under the contracts shortly after year- end,
at which time revenues will be recognized.



					28


<PAGE>




                          BIDGIVE INTERNATIONAL, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                          DECEMBER 31, 2004 AND 2003

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Cash and Cash Equivalents

The  Company  considers  all highly liquid short-term investments with original
maturities  of  three months  or  less  to  be  cash  equivalents.   Such  cash
equivalents generally  are  part  of  the  Company's cash management activities
rather  than  part  of  its  operating, investing,  and  financing  activities.
Changes in the market value of  cash equivalents result in gains or losses that
are recognized in the income statement  in the period in which they occur.  The
Company had no cash equivalents at December 31, 2004 or 2003.

Recent Accounting Pronouncements

Statement of Financial Accounting Standards  (SFAS) No. 144 requires that long-
lived assets and certain identifiable intangibles  held  and  used by an entity
are  reviewed  for  impairment  whenever  events  or  changes  in circumstances
indicate  that  the  carrying  amount  of an asset may not be recoverable.  The
adoption of SFAS NO. 144 has not materially  affected  the  Company's  reported
earnings, financial condition or cash flows.

Estimates

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

Dividend Policy

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

Income Taxes

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

Deferred  tax  assets  and  liabilities  are  recognized  for  the  future  tax
consequences  attributable  to  differences  between  the  financial  statement
carrying amounts  of  existing  assets and liabilities and their respective tax
bases. Deferred assets and liabilities  are  measured  using  enacted tax rates
expected  to  apply  to  taxable  income in the years in which those  temporary
differences are expected to reverse.  The  effect  on  deferred  tax assets and
liabilities  of  a  change  in  tax  rates is recognized  in the  statement  of
operations  in the  period that  includes   the   enactment  date. An allowance
against deferred assets is recorded when it is more  likely  than not that such
tax benefits will be realized.


					29


<PAGE>




                          BIDGIVE INTERNATIONAL, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                          DECEMBER 31, 2004 AND 2003

NOTE 1      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Deffered  tax  assets  totaling  $79,000  at  December  31,  2004 arising  from
cumulative net operating loss carry-forwards have been completely  offset  by a
valuation  allowance due to the uncertainty of the Company's ability to use the
net operating  loss  carryovers of $225,525. Such carryovers may be limited due
to changes in ownership,  and  will  expire  between  December 31, 2016 through
2024.

Earnings (Loss) per Share

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

Advertising Costs

Advertising costs (if  any)  are charged to expense in the period in which they
are incurred and advertising communication costs the first time the advertising
takes place.  There were no advertising  costs  for  the periods ended December
31, 2004 and 2003.

NOTE 2      CONVERTIBLE  DEBT

During  2004,  the  Company  issued  short-term convertible  debt  to  existing
shareholders and officers in order to fund operations. The notes are due in six
to  12 months from date of issuance, require  no  monthly  payments,  and  bear
interest  at  rates  of  6%  and 10% annum. The notes are convertible to common
stock at share prices ranging  form  $1.25  per  share  to  $  1.50  per share.
Accordingly,  the  Company  has not recorded any interest related to beneficial
conversion features.

NOTE 3      GOING CONCERN

The financial statements are  presented  on  the  basis  that  the Company will
continue as a going concern, which contemplates the realization  of  assets and
the  satisfaction  of  liabilities  in  the  normal  course of business over  a
reasonable length of time. As of December 31, 2004 and  2003,  the  Company has
incurred  accumulated  deficits  of $225,525 and $65,866, and only had cash  of
$5,344 and $846, respectively. Management  feels  that  the  related operations
that  began  shortly  after year-end, short-term loans, and the pending  public
offering will provide the  Company  with sufficient working capital to allow it
to continue as a going concern.



					30


<PAGE>




                          BIDGIVE INTERNATIONAL, INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                          DECEMBER 31, 2004 AND 2003


NOTE 4      RESTATEMENT OF PREVIOUSLY ISSUED AUDITED FINANCIAL STATEMENTS

Subsequent to issuance of the previously restated 2003 financial statements and
filing  of the 2003 restated 10-KSB, management  of  the  Company  reclassified
amounts of  additional  paid  in  capital, expenses and accumulated deficit for
shares issued relative to the merger.  In  addition,  the Company restated 2003
amounts  for  shares  issued  under stock subscriptions receivable,  for  which
proceeds were received in 2004.  As a result, it restated the audited financial
statements for the period ended December  31,  2003.  The  restatements  had no
impact on the statement of operations.

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

                                    Period Ended December 31, 2003
<TABLE>
<CAPTION>
<S>                                      <C> <C>                   <C> <C>                <C>

                                  Previously Restated       Newly Restated        Change

<C>
Statement of Operations
 Total Income (Loss)              $         (47,287)        $     (47,287)       $      -
				  ==================        ==============       =========


Balance Sheet
 Assets                           $             846         $         846        $      -
                                  ==================        ==============       =========

Liabilities                       $          43,851         $      43,851        $      -
      				  =================         ==============       =========

 Stockholders' Equity (Deficit)

  Common stock, $.001 par value
    20,000,000 shares authorized,
    6,275,892 shares issued and
    outstanding                   $          6,225          $        6,276    $         51

  Additional paid-in capital                16,636                  30,335          13,699

  Common stock subscriptions
  receivable                                     -                 (13,750)        (13,750)

  Deficit accumulated during the
   development stage                       (65,866)                (65,866)               -
                                   ----------------          --------------    ------------

 Total Stockholders' Equity
 (Deficit)                                 (43,005)                (43,005)               -
				  -----------------          --------------    ------------

 Total iabilities and
  Stockholders'
   Equity (Deficit)              $             846          $          846    $           -
                                 ==================         ===============   =============
</TABLE>




					31


<PAGE>


ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

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

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

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

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

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


ITEM 8A.         CONTROLS AND PROCEDURES


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



					33


<PAGE>


During the fourth quarter of 2004, the Company did not make any changes in its
internal controls over financial reporting that have materially affected, or
are reasonably likely to materially affect, the Company's internal control over
financial reporting.

ITEM 8B.    OTHER INFORMATION.

None.

                                   PART III
ITEM 9.         DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The Company's executive officers are elected annually by the Board of
Directors. The Directors serve one year terms or until their successors are
elected. The Company has not had standing audit, nominating or compensation
committees of the Board of Directors or committees performing similar
functions. All such applicable functions have been performed by the Board of
Directors as a whole. The Company anticipates establishing such committees in
the near future. During the fiscal year ended December 31, 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:

<TABLE>
<CAPTION>
<S>                       <C>                    <C>				 <C>

Name and Age              Director/Officer Since       Position(s) Held

James P. Walker, Jr. (44)         2003        President, Chief Executive Officer, Secretary and Director
Michael Jacobson     (52)         2004        Chairman of the Board and Vice President
Thomas W. Richardson (48)         2004        Chief Financial Officer, Treasurer and Director
Mark S. Gardner      (55)         2004        Director
Ronald D. Gardner    (63)         2004        Director
</TABLE>

BIOGRAPHICAL INFORMATION

James P. Walker, Jr. has served as the President, Secretary and a director of
BidGive International since December 4, 2003. Mr. Walker was in private law
practice from 1985 to 1989, and with J.C. Penney Company from 1989 to 1996.
From 1996 to 1999, he was COO/General Counsel with Benchmark Environmental
Consultants where he was responsible for restructuring and managing operations.
 From September 1999 to December 2001, he was CEO of Technology Business
Partners, a technical consulting/staff augmentation company. In December 2001
he became CEO/COO and director of BidGive, Inc., a development stage company,
to oversee development and testing of BidGive, Inc.'s discount dining
certificate business. In May 2003, Mr. Walker served as CEO/COO and Manager of
BidGive Group, LLC,



					34


<PAGE>


a transitional company formed to acquire certain assets of BidGive, Inc., to
merge with Rolfe Enterprises, Inc. (BidGive International's predecessor), and
to expand and commercialize the acquired discount certificate business, launch
business operations, and to raise operating capital. He is a graduate of Texas
Tech University (BA 1982) and School of Law (JD 1985). Mr. Walker currently
devotes his full time and attention to BidGive International, and has not had
any other business activities from December 2001 to the present other than with
BidGive, Inc. and BidGive Group, LLC.

Michael Jacobson has served as Vice President and Chairman of the Board of
Directors of BidGive International since March 2004.  From 1984 to 1998, he was
Vice President of Marketing for the SEN Group, a firm that created special
events for not-for-profits, corporate sales and event promotions, and high net
worth individuals. Subsequently, he was VP Marketing of Market City USA, an
Internet based discounter, for two years (April 1998 to April 2000) before
resigning that position to create and launch BidGive, Inc. in April 2000. Mr.
Jacobson is chiefly responsible for establishing and managing BidGive
International's sales and marketing campaigns. Mr. Jacobson currently devotes
his full time and attention to BidGive International, and has not had any other
business activities from April 2001 to the present other than with BidGive,
Inc. and BidGive Group, LLC.

Thomas W. Richardson has served as Chief Financial Officer, Treasurer and a
director of BidGive International since March 2004. He is a certified public
accountant.  From January 1985 to the present, he has been the owner of Thomas
W. Richardson, C.P.A., a Dallas accounting firm specializing in tax planning,
financial and business consulting.  From October 1980 to January 1985, Mr.
Richardson was employed by the Halliburton Company as Western Hemisphere
Accounting Manager. Mr. Richardson is a member of the American Institute of
Certified Public Accountants and the Texas Society of Certified Public
Accountants. Mr. Richardson devotes approximately 20% of his time and attention
to BidGive International, and devotes the remainder of his time and attention
to his accounting firm.

Mark S. Gardner has served as a director of BidGive International since March
2004.  From 1986 to the present, he has been employed by Bear Stearns & Co.,
Inc., and is currently Managing Director in the Private Client Services
Division in Dallas, Texas.

Ronald D. Gardner has served as a director of BidGive International since March
2004. Since 1998, Mr. Gardner has been self-employed as an independent sales
and marketing consultant in the debit and prepaid calling markets.  From 1988
to 1998 Mr. Gardner worked in the telecommunications industry.  From 1996 to
1998, he was President of Logiphone Group, a telecommunications company doing
business in the Netherlands.  During 1995 he was a consultant to ACR, Inc.,
which was engaged in the business of selling and marketing long distance
services, and The Furst Group, Inc., which was engaged in the business of
selling prepaid calling card services.  From 1988 through 1994 he worked for
Comac, Inc., a private telecommunications company reselling AT&T long distance
services.  During the period from 1992 to 1994 he was the President of Comac,
Inc., and prior to that time he was national director of sales and marketing
for Comac, Inc.  Mr. Gardner is a graduate of West Virginia University (BS
1963) and New Mexico Highlands University (MS 1968).



					35


<PAGE>


ADVISORY BOARD

Our advisory board advises our Board of Directors on our business plan and
operations. The following four individuals presently comprise our advisory
board:

Phillip Berwish, an attorney, is experienced in non-profit corporate
development, governance and management. Mr. Berwish is the former President of
the Board of Directors for Casa Nueva Vida, Inc., a non-profit corporation in
Massachusetts running a homeless shelter dedicated exclusively to Hispanic
women and children.  Mr. Berwish helped create the Community Agency Management
Program (CAMP) at the School of Management of Lesley College, in Cambridge,
serving as program instructor for law-related segments, including "Law & Ethics
For Non-Profit Corporations". Mr. Berwish also served as President of The Photo
Review, a nationally-published non-profit journal of photography, published
quarterly since 1976.

Judith Cunningham is the Head of Schools for Toronto Montessori Schools, the
largest Montessori school in North America, and is an international consultant
to Montessori schools and an educational speaker.  Ms. Cunningham has more than
twenty years' experience with non-profit organizations.  She is also a past
board member of the American Montessori Society.

David Petersen is an independent consultant. Mr. Petersen founded and served as
chief executive officer, of Telemarketing Resources International Inc., a
startup company formed to supply equipment to the call center industry. Mr.
Peterson was also a founder of VoiceCast International Inc., a direct marketing
voice message service bureau with patented technology. Mr. Petersen is also a
recognized marketing and media placement specialist. Mr. Peterson's past
experience includes providing marketing services to Eddie Bauer, Nextel, 1-800
Flowers, Sports Illustrated, Entertainment Weekly, Echostar (Dish Network)
Sprint PCS, T-Mobile, First USA, Citadel Communications, Cendent, the "Get Out
the Vote Campaign," Direct DSL, and BMG Music.

Robert Schneiderman is the owner and President of R.S. and Associates, Inc.,
marketing consultants.  Mr. Schneiderman implements marketing strategies for
clients and joint venture partners, provides project management, structuring of
operational systems and procedures, expands marketing channels, and assists
with contract negotiations. Mr. Schneiderman also serves as a business liaison
between BidGive International and various marketing entities.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors and executive
officers, and persons who own more than 10% of a registered class of our equity
securities, to file with the SEC reports of ownership and changes in ownership
of our common stock and other equity securities. Executive officers, directors
and greater than 10% stockholders are required by SEC regulation to furnish us
with copies of all Section 16(a) forms they file.

Based on the review of copies of such reports furnished to us and written
representations that no other reports were required, we believe that, during
the 2004 fiscal year, all Section 16(a) filing requirements applicable to our
executive officers, directors and greater than 10% beneficial owners were
complied with.


					36


<PAGE>



CODE OF ETHICS


The Company has not yet adopted a code of ethics that applies to its principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. The Company currently has
no plans to adopt a revised code of ethics that meets the definition of a "code
of ethics" under applicable SEC regulations.


ITEM 10.         EXECUTIVE COMPENSATION


Mr. Walker and Mr. Jacobson were paid $60,000 and $13,500, respectively, in
2004 for services provided to us as independent consultants. Other than as
described in the preceding sentence, no compensation was awarded or paid by us
to, or earned by, any officer or director as our employee during the fiscal
year ended December 31, 2004. We currently have no stock option, retirement,
pension, profit-sharing programs or similar plans for the benefit of our
directors, officers or other employees. We anticipate that we will pay
employment compensation, including bonuses and benefits, to our officers and
directors in the future

ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth, as of March 31, 2005, certain information with
respect to the Common Stock beneficially owned by (i) each Director, nominee to
the Board of Directors and executive officer of the Company; (ii) each person
who owns beneficially more than 5% of the Company's Common Stock; and (iii) all
Directors and executive officers as a group:

<TABLE>
<CAPTION>
<S>                                                         <C>                     <C>

 NAME AND ADDRESS                           AMOUNT AND NATURE
 OF BENEFICIAL OWNER                       OF BENEFICIAL OWNERSHIP    PERCENT OF CLASS

James P. Walker, Jr., President,                1,555,921 (4)          24.66%
CEO, Secretary and Director (1)
3229 Wentwood Drive, Suite 200
Dallas, Texas 75225

Michael Jacobson, Chairman of                  1,234,154 (3)           19.56%
the Board and Vice President (1)
3229 Wentwood Drive, Suite 200
Dallas, Texas 75225

Ronald D. Gardner, Director (1)                  645,917 (5)           10.24%
3229 Wentwood Drive, Suite 200
Dallas, Texas 75225

Thomas Richardson, CFO, Treasurer                 73,531                 1.2%
and Director (1)
3229 Wentwood Drive, Suite 200
Dallas, Texas 75225


Mark S. Gardner, Director (1)                     32,059                  nil
3229 Wentwood Drive, Suite 200
Dallas, Texas 75225

Robert Schneiderman                              378,686                 6%
843 Persimmon Lane
Langhorne, PA 19047

Mid-Continental Securities Corp.                 365,100                 5.8%
5150 Tamiami Trail N., Ste. 202
Naples, Florida 34103

Frank Pioppi (2)                                 388,700                 6.2%
4 Cliff Avenue
Winthrop, MA 02152

All Directors and executive officers
(5 persons)                                    3,541,582                56%
</TABLE>

______________________________

(1) The person listed is an executive officer and/or director of the Company.

(2) Includes the 365,100 shares of Common Stock owned by Mid-Continental
Securities Corp. Frank Pioppi is the Chairman of Mid-Continental Securities
Corp., and is deemed by that company to be the beneficial owner of 100% of Mid-
Continental's shares in the Company.

(3) Of the 1,234,154 shares, 27,354 are held of record by my Mr. Jacobson's
spouse; therefore, he may be deemed to be a beneficial owner of those shares.

(4) Of the 1,555,921 shares, 110,296 are held of record by Mr. Walker's
children. Therefore, he may be deemed to be the beneficial owner of those
shares.

(5) Of the 645,917 shares, 40,000 are held of record by Mr. Gardner's spouse;
127,667 shares are held of record by Mr. Gardner's company, Personal Greetings,
Inc. These 167,667 shares, while not held directly, may be deemed to be
beneficially owned by Mr. Gardner.

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

James Walker, our President, Secretary and a director, and Michael Jacobson,
our Vice President and Chairman of the Board of Directors, have devoted their
full time and attention to the BidGive business over the last three years.
 They have also paid certain necessary expenses on our behalf, which payments
were treated as capital contributions or reimbursable expenses.  The expenses
paid by Mr. Walker are estimated to be approximately $4,500, and the expenses
paid by Mr. Jacobson are estimated to be approximately $5,100.  Further, in
2004 members of management contributed funds for operational expenses to
BidGive International as short term loans and convertible debt, as follows:
James Walker, $20,650, Michael Jacobson, $1,590, Thomas Richardson, $10,000,
Ronald Gardner, $1,250. At present, we have not entered into employment
agreements with either Mr. Walker or Mr. Jacobson; however, we anticipate
entering into such agreements with Mr. Walker and Mr. Jacobson in the future.
Mr. Walker and Mr. Jacobson were paid $60,000 and $13,500, respectively, in
2004 for services provided to us


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<PAGE>

as independent consultants. Other than as described in the preceding sentences,
no officer or employee has received or accrued any compensation through
December 31, 2004.  When BidGive Group, LLC was formed to purchase certain
select assets (the discount certificate concept) from BidGive, Inc., membership
interests in BidGive Group, LLC were dividended to all BidGive, Inc.
stockholders as part of the purchase price for such assets. Accordingly, on
October 2, 2003, 800,000 membership interest units of BidGive Group, LLC were
issued to each of Mr. Walker and Mr. Jacobson as a dividend on the shares of
BidGive, Inc. common stock held by each of them.  On December 4, 2003, the date
of the merger of BidGive Group, LLC into the Merger Sub, Mr. Walker and Mr.
Jacobson were each issued 1,470,625 shares of the our common stock in exchange
for each individual's 800,000 membership interest units in BidGive Group, LLC
based on a formula applied equally to all BidGive Group, LLC members in such
merger.

Ron Gardner is a member of our Board of Directors and has provided services to
the BidGive business during the past three years by assisting us with
establishing necessary business relationships. Mr. Gardner continues to provide
us with these services. Mr. Gardner also assisted and was affiliated with
BidGive Group, LLC (a predecessor to BidGive International) by virtue of his
ownership interest therein and by providing services such as referrals to
potential business partners and general business advice.  As consideration for
his services, on May 28, 2003, Mr. Gardner received a total of 320,000
membership interest units in BidGive Group, LLC.  On December 4, 2003, upon
completion of the merger of BidGive Group, LLC into the Merger Sub, Mr.
Gardner's membership interest units were converted into 588,250 shares of our
common stock.

Robert Schneiderman is a member of our advisory board and has provided services
to the BidGive business during the past three years by assisting us with
establishing necessary business relationships.  Mr. Schneiderman continues to
provide us with these services. Mr. Schneiderman also assisted and was
affiliated with BidGive Group, LLC (a predecessor to BidGive International) by
virtue of his ownership interest therein and by providing services such as
referrals to potential business partners and general business advice.  As
consideration for his services, on May 28, 2003, Mr. Schneiderman received a
total of 200,000 membership interest units in BidGive Group, LLC.  On December
4, 2003, upon completion of the merger of BidGive Group, LLC into the Merger
Sub, Mr. Schneiderman's membership interest units were converted into 367,656
shares of our common stock.

During the period from April 2001 through June 2002, Mid-Continental Securities
Corp. purchased a total of 4,463,750 shares of our common stock for total
consideration of $4,464, or $0.001 per share.  After completion of the
recapitalization effected in anticipation of the merger transaction of BidGive
Group, LLC into the Merger Sub, the total number of shares owned by Mid-
Continental Securities Corp. was reduced to 365,000.  Frank Pioppi owns
approximately 92% of Mid-Continental Securities Corp., and may be deemed by
that company to be the beneficial owner of 100% of Mid-Continental's shares in
BidGive International. Mr. Pioppi currently has no current relationship or
affiliation with BidGive International, but served as an officer and director
of Rolfe Enterprises, Inc. (a predecessor of BidGive International) in the
past.


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<PAGE>


ITEM 13.    EXHIBITS

        (a) Exhibits.


      2.1         Merger Agreement and Plan of Reorganization, dated
      October 10, 2003, entered by and among Rolfe Enterprises, Inc., BGG
      Acquisition Subsidiary, Inc., Mid-Continental Securities Corp., and
      BidGive Group, LLC (filed as Exhibit 2.1 to the Company's Form 10-
      QSB filed on November 10, 2003, and incorporated herein by
      reference).


      2.2.         Merger Agreement and Plan of Reorganization, dated
      March 10, 2004, entered by and between Rolfe Enterprises, Inc. and
      BidGive International, Inc. (filed as Exhibit 10 to the Company's
      Preliminary Information Statement on Schedule 14C filed on March
      12, 2004, and incorporated herein by reference).


      3.1         Certificate of Incorporation of BidGive International,
      Inc. (filed as Exhibit 3 to the Company's Preliminary Information
      Statement on Schedule 14C filed on March 12, 2004, and incorporated
      herein by reference).


      3.2         Bylaws of BidGive International, Inc. (filed as Exhibit
      3 to the Company's Preliminary Information Statement on Schedule
      14C filed on March 12, 2004, and incorporated herein by reference).


      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.



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<PAGE>





ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES


(1) The aggregate fees billed by Child, Sullivan and Company for audit of the
Company's annual financial statements were $4,500 for the fiscal year ended
December 31, 2004, and $2,500 For the fiscal year ended December 31, 2003. The
aggregate fees billed by Child, Sullivan and Company for review of the
Company's financial statements included in its quarterly reports on Form 10-QSB
were $1,500 during the period ended December 31, 2004 and $0 during the period
ended December 31, 2003.

(2) Child, Sullivan and Company billed the Company $1,425 and $0,
respectively, for assurance and related services that were related to its audit
or review of the Company's financial statements during the fiscal years ending
December 31, 2004 and December 31, 2003.

Tax Fees

(3) The aggregate fees billed by Child, Sullivan and Company for tax
compliance, tax advice and tax planning were $0 for the fiscal year ended 2004
and $0 for the fiscal year ended 2003.

All Other Fees

(4) Child, Sullivan and Company did not bill the Company for any products and
services other than the foregoing during the fiscal years ended 2004 and 2003.




					40


<PAGE>


SIGNATURES

In  accordance  with  Section  13  or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its  behalf  by  the  undersigned, thereunto
duly authorized.


BIDGIVE INTERNATIONAL, INC.


By: /S/ James P. Walker, Jr.
President, Chief Executive Officer and Secretary

Dated: April 12, 2005


In accordance with the Exchange Act, this report has been  signed  below by the
following persons on behalf of the registrant and in the capacities  and on the
dates indicated.


BIDGIVE INTERNATIONAL, INC.


By: /S/ James P. Walker, Jr.
President, Chief Executive Officer and Secretary


Dated: April 12, 2005

By: /S/ Thomas W. Richardson
Chief Financial Officer






					41


<PAGE>



                                 EXHIBIT INDEX

      2.1     Merger Agreement and Plan of Reorganization, dated
      October 10, 2003, entered by and among Rolfe Enterprises, Inc., BGG
      Acquisition Subsidiary, Inc., Mid-Continental Securities Corp., and
      BidGive Group, LLC (filed as Exhibit 2.1 to the Company's Form 10-
      QSB filed on November 10, 2003, and incorporated herein by
      reference).


      2.2.    Merger Agreement and Plan of Reorganization, dated
      March 10, 2004, entered by and between Rolfe Enterprises, Inc. and
      BidGive International, Inc. (filed as Exhibit 10 to the Company's
      Preliminary Information Statement on Schedule 14C filed on March
      12, 2004, and incorporated herein by reference).


      3.1     Articles of Incorporation (filed as Exhibit 3 to the
      Company's Preliminary Information Statement on Schedule 14C filed
      on March 12, 2004, and incorporated herein by reference).


      3.2     Bylaws (filed as Exhibit 3 to the Company's
      Preliminary Information Statement on Schedule 14C filed on March
      12, 2004, and incorporated herein by reference).


      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.



					42