UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB

/A  { X } QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE PERIOD ENDED: JUNE 30, 2005 { } TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____ TO _____.  BidGive International, Inc. (Name of small business issuer in its charter)  Delaware0-4999913-4025362(State or other jurisdiction of 
incorporation or organization)Commission file number(I.R.S. Employer Identification No.)  3229 Wentwood Dr., Suite 200
Dallas, Texas 75225 (Address of principal executive office including zip code)  (972) 943-4185
(Registrant's telephone number)  Check whether the issuer (1) 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 [  ] The number of shares outstanding of the registrant's common stock on June 30, 2005: 6,275,892  Transitional Small Business Disclosure Format (check one):  Yes_ _No_X__     BIDGIVE INTERNATIONAL, INC. INDEX   Part IFINANCIAL INFORMATION 3 Item 1.  Financial Statements 3 CONDENSED CONSOLIDATED BALANCE SHEETS 3 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 4 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 5 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 6 Item 2.  Management's Discussion and Analysis or Plan of Operation. 7 Item 3.  Controls and Procedures 14 Part II - OTHER INFORMATION 15 Item 1.      Legal Proceedings 15 Item 2.      Changes in Securities and Company Purchases of Equity Securities 15 Item 3.      Defaults Upon Senior Securities 16 Item 4.      Submission of Matters to a Vote of Security Holders 16 Item 5.      Other Information 16 Item 6.      Exhibits 16  - 2 -   Part IFINANCIAL INFORMATION   Item 1.  Financial Statements   BIDGIVE INTERNATIONAL, INC.   CONDENSED CONSOLIDATED BALANCE SHEETS  June 30,
2005
(unaudited)December 31,
2004ASSETSCURRENT ASSETS
Cash5,0065,344Accounts Receivable10,00010,000TOTAL CURRENT ASSETS15,00615,344TOTAL ASSETS$    15,006$     15,344LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIESAccounts payable and accrued expenses
Deferred Revenue
Convertible Debt$ 116,817
10,000
99,790$  105,768
10,000
47,990TOTAL CURRENT LIABILITIES226,607163,758Common stock subject to rescission rights, .001 par value
32,400 shares issued and outstanding40,50040,500STOCKHOLDERS DEFICITCommon stock, $.001 par value20,000,000 shares authorized, 6,275,892 and6,275,892 shares issued and outstanding, respectively6,2766,276Additional paid-in capital30,33530,335Accumulated Deficit(284,720)(225,525)TOTAL STOCKHOLDERS DEFICIT(248,109)(188,914)TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT$       15,006$            15,344   See Notes to Condensed Consolidated Financial Statements  - 3 -    BIDGIVE INTERNATIONAL, INC.   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)   For the three months
ended June 30,For the six months
ended June 30,2005200420052004REVENUESSales/Services$  4,774$       18,073$         4,774$        18,920EXPENSESSelling, general, and administrative
expenses33,65738,28163,96985,752Interest expense3,992-3,992-NET LOSS BEFORE TAXES(32,875)(20,208)(63,187)(66,832)Income tax expense----TOTAL INCOME (LOSS)$       (32,875)(20,208)$     (63,187)$     (66,832)Loss per common share$           (0.00)$      (0.00)$         (0.01)$         (0.01)Weighed average common shares outstanding6,275,8926,242,0956,275,8926,246,357   See Notes to Condensed Consolidated Financial Statements  - 4 -    BIDGIVE INTERNATIONAL, INC.   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)  For the six months ended June 30, 2005For the six months ended June 30, 2004OPERATING ACTIVITIESNet loss$             (63,187)$             (66,832)Adjustments to reconcile net lossto cash used by operating activities:Changes in operating liabilities and assetsAccounts/Shareholder receivable-(18,000)Accounts payable and accrued expenses11,04924,691NET CASH PROVIDED (USED) BYOPERATING ACTIVITIES(52,138)(60,141)FINANCING ACTIVITIESIssuance of Common Stock-54,250Proceeds from convertible debt51,88017,000NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES51,88071,250INCREASE (DECREASE) IN CASH(338)11,109Cash at beginning of period5,344846CASH AT END OF PERIOD$                  5,006$                   11,955   See Notes to Condensed Consolidated Financial Statements   - 5 -    BIDGIVE INTERNATIONAL, INC.   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)  NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Quarterly Financial Statements  The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual results could differ from those estimates.  The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB but do not include all of the information and footnotes required by generally accepted accounting principles and should, therefore, be read in conjunction with the Companys 2004 financial statements in Form 10-KSB.  These statements do include all normal recurring adjustments which the Company believes necessary for a fair presentation of the statements.  The interim operating results are not necessarily indicative of the results for a full year.  Nature of Business  The financial statements presented are those of BidGive International, Inc. as of June 30, 2005. Principal operations as an e-commerce marketing and retail organization, operating the www.BidGive.com website where customers can purchase discount retail, dining, travel and telecom offerings, began during the first quarter of 2004, so the Company is no longer in the development stage. The Company was incorporated as Rolfe Enterprises, Inc. under the laws of the state of Florida on May 6, 1996. The Company was reincorporated on April 12, 2004 in the state of Delaware as BidGive International, Inc. The purpose of the re-incorporation was to change the Companys name and state of domicile.  Business Combination  On October 10, 2003, the Company and BBG Acquisition Subsidiary, Inc., a Texas corporation and wholly-owned subsidiary of the Company (the Merger Sub), entered into a Merger Agreement and Plan of Reorganization (the Merger Agreement) with BidGive Group, LLC, a Texas limited liability company (BidGive). Pursuant to the Merger Agreement, effective as of December 4, 2003, BidGive was merged with and into the Merger Sub with the Merger Sub surviving the merger, and each 1% of membership interest in BidGive immediately prior to the effective time of the merger was converted into 57,446 shares of the Companys $.001 par value common stock. The merger was accounted for as a reverse acquisition. At the effective date of the merger, BidGive had no assets or liabilities.  In October 2003, the Companys board of directors, and stockholders representing a majority of the Companys outstanding common stock, approved a 2:1 stock split and a 1:25 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.  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.    - 6 -    Item 2.  Management's Discussion and Analysis or Plan of Operation.  The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the Company's Condensed Consolidated Financial Statements and related Notes.  DISCLAIMER REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this filing that are not statements of historical fact are what are known as forward-looking statements, which are basically statements about the future. For that reason, these statements involve risk and uncertainty because the future cannot be accurately predicted. Words such as plans, intends, hopes, seeks, anticipates, expects, and the like often identify such forward-looking statements, but are not the only indication that a statement is a forward-looking statement. Such forward-looking statements include statements concerning our plans and objectives with respect to our present and future operations, and statements that express or imply that such present and future operations will or may produce revenues, income or profits. In evaluating these forward-looking statements, you should consider various factors. Many factors may cause our actual results to differ materially from any forward-looking statement. We caution you not to place undue reliance on these forward-looking statements. Although we base these forward-looking statements on our expectations, assumptions and projections about future events, actual events and results may differ materially, and our expectations, assumptions and projections may prove to be inaccurate. The forward-looking statements speak only as of the date hereof, and we expressly disclaim any obligation to publicly release the results of any revisions to these forward-looking statements to reflect events or circumstances after the date of this filing.  Background  BidGive International, Inc. (formerly known as Rolfe Enterprises, Inc.) (we or the Company) was  - 7 -    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.




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




m

erger was to convert Rolfe Enterprises, Inc. from a Florida corporation to a Delaware corporation and to change its name to BidGive International, Inc.  On December 4, 2003, we acquired all of the business and assets of BidGive Group, LLC



 through the merger



 of BidGive

Group, LLC

with and into a wholly-owned subsidiary of Rolfe Enterprises, Inc.

 (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




m

erger consist

ed

 of a development stage discount certificate business, the related website, and related proprietary technology.




  We are currently further developing the assets we acquired in the merger and have commenced operations of an e-commerce website through which we will offer and sell discount certificates, and other products and services as opportunities arise. Neither Rolfe Enterprises, Inc. nor BidGive Group, LLC, BidGive Internationals two predecessors, has ever been subject to any bankruptcy, receivership or similar proceedings.  Liquidity and Capital Resources  For the six months ended June 30, 2005, the Companys consolidated balance sheet reflects current and total assets of $15,006 in comparison to $15,344 for December 31, 2004, and current liabilities of $226,607 in comparison to $163,758 for December 31, 2004. This sum is anticipated to satisfy the Companys cash requirements until August 2005.   In private placement transactions completed subsequent to the filing of our registration statement on December 31, 2003, we sold a total of 32,400 shares of common stock from which we received gross offering proceeds of $40,500 and a total of $109,790 in face amount of convertible promissory notes.  These shares were offered and sold in reliance upon claimed private placement exemptions from registration.  However, since the transactions were not completed prior to the filing of a preliminary registration statement which has not yet been declared effective, the purchasers of the shares and the notes may have the right to claim that the purchase transactions were illegal public offerings which violated the federal securities laws.  If any of these transactions did violate federal securities laws, the purchasers in those transactions may have claims against us for damages or for rescission and recovery of their full subscription price.  Although none of the purchasers of these shares or notes has made or threatened any claim against us alleging violation of the federal securities laws, we have taken their potential claims into account in preparation of  - 8 -   our December 31, 2004, balance sheet, as well as our more recently filed financials for the period ending June 30, 2005.   The 32,400 shares are not treated as part of our issued and outstanding common stock.  Instead, the balance sheet includes a separate line item listing them as Common Stock subject to rescission rights, and the offering proceeds of $40,500 received from sale of these shares is treated as a contingent liability rather than as part of shareholder equity.  As of June 30, 2005, our current amount of working capital (current assets less current liabilities) was ($211,601), and after taking into account Common Stock subject to rescission rights, our Total Stockholders (Deficit) was ($248,109).  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 issuance of additional short-term debt, a possible public offering, and revenues generated by ongoing operations. We may not receive any significant amount of proceeds from 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 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 notes, bearing interest at rates ranging from 6-10%.  The notes require a lump sum payment of principal and accrued interest on their respective due dates.  The debt is convertible into shares of our common stock at any time at conversion rates ranging from $1.25 to $1.50 per share.  However, upon receipt of a notice of conversion, the Company has the right, for a period of 30 days, to elect to cancel the conversion by paying the note in full.  Upon the occurrence of an event of default, the notes bear interest at the lesser of 18% per annum, or the highest lawful rate, and the holders of the notes have the right to declare them to be due and payable in full.   Results of Operations  We launched our operations and commenced revenue generating business and marketing operations with the opening of our first market in the Palm Beach/Boca Raton, Florida area on February 2, 2004.  We generally recognize revenue when we receive funds, usually via credit card transactions, as payment for discount certificates and loading funds onto debit cards, but have only had nominal revenues to date.  We plan to initially focus on the independent school market, including the approximately 6,000 Montessori schools in North America, which have children from approximately 900,000 different families enrolled.  The strength of this format is that it uses the relationship the school already has with the family to market the Companys Retail Program as a way for the schools to increase their revenues without requesting increased donations from supporters.  We anticipate that the independent school marketing program will be launched in October 2005, and approximately 200 schools, with access to approximately 40,000 families, will have joined the Retail Program and will be actively marketing BidGives Program to their members (parents) beginning in January 2006.  While the Company does not have sufficient historical operations with which to make any meaningful comparisons, a line item review and comparison between the fiscal year ending December 31, 2004 and the first six months of 2005 shows increasing revenues that the Company attributes to increased marketing and sales efforts.  Fiscal Year Ended December 31, 2004 Compared to Six Month Period Ending June 30, 2005  During 2004, we had revenue from operations of approximately $26,000.  The $185,579 in expenses we incurred for the 2004 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.   - 9 -   During the six months ended June 30, 2005, we had $4,774 in revenue from operations, of which $4,774 of which was received during the second quarter.  Although we had a net loss of $63,187 for the six months ended June 30, 2005, we had an operating loss of $32,875 for the second quarter of the 2005 fiscal year.  The Balance Sheet line items Accounts Payable and Accrued Expenses decreased from $105,768 (combined) for the year ending December 2004 to $11,049 (combined) for the period ending June 30, 2005.  The line item Convertible Debt increased from $47,990 for the year ending December 2004 to $99,790 for the period ending June 30,2005 as a means for the Company to obtain necessary monies to fund expanding operations while it continues to wait for clearance of this offering; such debt is to be paid off with the proceeds of this offering.  At the end of the 2004 fiscal year, the Company had $5,344 in cash, compared to $5,006 in cash which the Company had after the period ending June30, 2005.  Period Ended June 30, 2005 (1)Fiscal Year Ended December 31, 2004Revenue from Operations$4,774$26,000Cash$5,006$5,344Total Expenses$67,961$185,579Accounts Payable and Accrued Expenses$11,049$105,768Convertible Debt$99,790$47,990  (1) These figures come from unaudited financial statements.   Three and Six Month Periods Ended June 30, 2005 Compared to the Three and Six Month Periods ended September 30, 2004  Revenues.




R

evenues




for the three and six month periods ending June 30, 2005 were

$4,774

and $4,774 respectively.  





Revenues for the three and six month periods ending June 30, 2004 were $18,073 and

$18,920

 respectively.




 The decrease in revenue from 2004 was due to the temporary repositioning of certain business operations.

(C.L. 12-12-05, #15)  Selling, general and administrative expenses.  Our selling, general and administrative expenses

for the three and six month periods ending June 30, 2005 were





$33,657 and

$63,969

 respectively.  





The same expenses for the three and six month periods

ended June 30, 2004




were $38,281 and

$85,752

 respectively




..  The decrease was primarily due to slightly lower costs associated with operations, repositioning expenses, legal and accounting fees, and independent contractor fees.  Net loss.  The net loss

for the three and six month period ending June 30, 2005 were





$32,875 and

$63,187

respectively.  The net loss for the three and six month periods ending June 30, 2004 were





$20,208 and

$66,832

 respectively




.. The decrease was primarily due to slightly lower costs associated with operations, repositioning expenses, legal and accounting fees, and independent contractor fees.  Accounts Payable and Accrued Expenses. Our accounts payable and accrued expenses increased $44,283 or 65% to $116,817 at June 30, 2005 from $68,542 as of June 30, 2004. The increase consisted almost entirely of professional fees, primarily to attorneys and accountants/auditors and interest. The Company intends to settle these liabilities with proceeds from its proposed public offering.  Interest Expense.  During the six month period ended June 30, 2005, we incurred $3,992 in interest expense on a convertible note debt.   Three Month Period Ended June 30, 2005 (1)Six Month Period Ended June 30, 2005 (1)Three Month Period Ended June 30, 2004 (1)Six Month Period Ended June 30, 2004 (1)Revenue$4,774$4,774$18,073$18,920Selling, general and administrative expenses$33,657$63,969$38,281$85,752Convertible note expense$3,992$3,992----Net Profit/Loss Before Taxes($32,875)($63,187)($20,208)($66,832)  (1) These figures come from unaudited financial statements.   Plan of Operations   Our plan of operations is to focus our initial marketing efforts on the independent school market.  We will also seek to expand operations in the Palm Beach/Boca Raton market and to seek to open additional markets for our Reward Program primarily through joint venture partners and independent sales contractors.  Independent School Market  We plan to launch the independent school marketing program in October 2005.  This program is designed to capitalize on the established relationships that schools have with the families of their students.  The program is intended to allow the schools to increase their revenues without requesting increased donations from the families of their students by encouraging these families to participate in the Companys retail program.  One of the most significant uncertainties that the Company faces is whether it will be able to recruit enough participating merchants and enough participating members to make its Programs successful.  The Company believes that the independent school market will provide a cost-effective way to increase enrollment to a critical mass, where the process will become institutionalized and profitable within the not-for-profit entity, and also a mechanism for recruiting additional merchants.   When joining the BidGive Programs, each not-for-profit entity must recruit at least ten (10) local merchants to join.  In addition, the Company believes that the interest that each not-for-profit entity will have in attempting to create a sustainable revenue stream for itself through use of the Bidgive Program, will entice such entities to market the Program to their constituents and to encourage those constituents to make regular use of the Program as a way of providing financial support to the not-for-profit entity. We intend to allocate a portion of the proceeds from this offering to payment of costs associated with expansion of our programs into additional markets utilizing the nationwide network of independent schools to pursue merchants and new member participants in each market.  We receive the school enrollment fee paid by each school to participate in the Initiative, $15 of the subscription proceeds paid by individual subscribers to the Initiative, all net profits from the operations of MPublishing after deducting the 20% net profit royalty payable to AMS,  and our share of the discount on every transaction under the Program.  We are projecting an increase in revenues beginning in September 2006, at the commencement of the new school year, as more schools enroll in the Montessori Initiative and the discount rewards program and as school families begin to actively use their debit cards in order to allow the school to participate in the Program. Our projection that revenues will increase is based on our current operations, results of operations to date, and discussions with our clients.  There is no guarantee that revenues will increase.  The recurring costs to publish each issue of the Magazine, including writers fees, editorial fees, design layout fees and production assistance, will remain approximately the same issue-to-issue, after the program has been established, as we pay a flat fee for these publishing services for each issue regardless of the number of subscriptions that we have.  The only Magazine-related expense that would increase or decrease based on the number of subscriptions we have sold would be the printing and distribution costs; however, these expenses would only increase incrementally because, as we print more copies, our cost-per-copy decreases with  - 10 -   economies of scale.  Consequently, we expect the increase in the costs and expenses of the magazine to be less than the increase in revenue received in the event that our circulation increases, of which there can be no assurance.  Other general expenses, not associated with publication of the Magazine, such as rent and supply costs, may increase as our operations become larger.  We expect to incur increased expenses associated with commencing operations, but we believe that increases in revenue will help offset this cost.  Discount Certificate Program  In addition to the Palm Beach/Boca Raton, Florida market, the Company intends to continue its efforts to open additional markets in Newark, New Jersey, Long Island, New York, and Toronto, Canada through joint venture partners and independent sales contractors, and in Dallas, Texas through our employees under our cooperative advertising program.  To date, we have used funds provided by management and by private investors to pay for operations. The initial cities markets of Palm Beach/Boca Raton, Newark, Long Island and Toronto are being opened at nominal out-of-pocket cost to us by using joint venture partners who are funding the major cost of these initial launches in return for a minority share of the revenues and profits and/or shares of our common stock.  We intend to allocate a portion of our pending public stock offering to hire additional employees in the areas of marketing and operations and to launch operations in additional cities.  The number of additional employees we hire and the number of additional markets in which we are able to begin operations will depend on the amount of money, if any, we are able to raise in a public offering.  For example, in the event the public offering is fully subscribed, we currently anticipate immediately hiring three additional full time employees in the areas of marketing and operations and launching operations in up to 12 additional markets during the six months following completion of the offering.   If the offering is 75% subscribed, we currently anticipate hiring two additional employees within six months of the offering. If the offering is 50% subscribed, we anticipate hiring one additional employee and launching operations in up to 2 additional markets during the six months following completion of the offering.  Each of our programs (Dining, Retail, and Travel) and our Telecom program (once a new telephone service provider has been engaged) will be launched and operated in each market.  There is no assurance that we will receive sufficient proceeds from our pending stock offering or from other sources to fund the hiring of additional employees or the opening of additional markets. To the extent we do not have sufficient funds, we may be required to alter our plans in such a way that we open and operate only those markets for which funds are available and independent school support is viable and sustainable.  The detailed steps, estimated time frames and estimated costs required to open a market utilizing our independent school programs may include:  Step 1enrolling a school or schools in a certain area, obtaining the advertising rate from the participating media when implementing the advertising program, training school patron supporters, or utilizing independent sales representatives (10-14 days, $250);  Step 2--acquiring not-for-profit entity participation (schools, etc) to assist in acquiring vendor and merchant participation and signed marketing participation agreements (14-21 days, $150);  Step 3--signing up the not-for-profits individual members and issuing BidGive branded or co-branded debit cards where appropriate, and marketing the not-for-profits supporters to patronize participating merchants establishments (14-21 days, $2,500);  Step 4if including the cooperative advertising program in a markets offerings, receiving the print and artwork for the ads from the vendors, inputting the information into our advertising space templates (5-7 days, $1,000);  Step 5-- if including the cooperative advertising program in a markets offerings, obtaining ad approval  - 11 -   from the media; adding the merchants to the BidGive website (5-7 days, $500);  Step 6--selling and issuing BidGive or co-branded debit cards to the general public in the marketing area (7-10 days, $3,500); and  Step 7-- if including the cooperative advertising program in a markets offerings, marketing the program in the area when the advertisement appears and where the merchants supporting the debit cards are located (7-10 days, $2,500).  By utilizing the independent school program to establish a specific market, only the first three Steps are necessary for the Company to have revenue-generating operations in a specific market, thus significantly reducing the time and cost to the Company involved in establishing its programs. Based upon these estimated time frames, we currently anticipate that it will take approximately 38-56 days and $2,900 to enroll a lead school, sign-up participating merchants, issue debit cards, and process the first transaction under the independent school program model in a geographic location.  If we include the cooperative advertising program and marketing to the general public in the area, 75 to-90 days and $10,400 will be required to complete all of the indicated steps required to reach the stage when the first advertisement appears in local media and we are able to begin marketing the program to the general public in a market. In the markets in which we include the cooperative advertising program, and have joint venture partners, they will be responsible for 100% of the costs associated with Steps 1, 2, 6 and 7 and approximately 75% of the costs associated with Steps 3, 4 and 5, which leaves us responsible for approximately $1,000 of the $10,400 required to include the cooperative advertising program in such markets.  Events Subsequent to June 30, 2005  None.  Off-Balance Sheet Arrangements  During the three months ended June 30, 2005, the Company had no off balance sheet arrangements.    Item 3.  Controls and Procedures  As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and the Chief Financial Officer, of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective for gathering, analyzing and disclosing the information that we are required to disclose in the reports we file under the Securities Exchange Act of 1934, within the time periods specified in the SEC's rules and forms. Our Chief Executive Officer and Chief Financial Officer also concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to our company required to be included in our periodic SEC filings. In connection with the new rules, we are in the process of further reviewing and documenting our disclosure controls and procedures, including our internal controls and procedures for financial reporting, and may from time to time make changes designed to enhance their effectiveness and to ensure that our systems evolve with our business.  During the three months ended June 30, 2005, there were no changes in the Companys internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.     - 12 -    Part II - OTHER INFORMATION    Item 1.      Legal Proceedings  None.    Item 2.      Changes in Securities and Company Purchases of Equity Securities  During the three months ended June 30, 2005, we entered into debt instruments in the form of convertible promissory notes in the amount of $30,500.

 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.  

 



Payees signed convertible promissory notes acknowledging that they fully understood the speculative nature and risks of investments associated with the Company and that they were able to bear such risk, and that if they elected the conversion option 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. Further, even if a Payee elected to convert the debt to stock, the Company retained an absolute right to pay the debt with interest instead of allowing the conversion to stock. The following table illustrates unregistered sales of securities since March 31, 2005.   NameDateSecurities SoldPurchase Price Per ShareAggregate Purchase PriceJim Walker (1)June 20, 2005Convertible Note (2) (4)N/A$4,000Peter Andresen (1)June 8, 2005Convertible Note (3)(4)N/A$15,000Jim Walker (1)May 31, 2005Convertible Note (2) (4)N/A$5,000Bob Schneiderman (1)April 26, 2005Convertible Note (2) (4)N/A$6,500  1 Offered and sold in reliance upon an exemption from registration provided by Section 3(b) under the Securities Act of 1933, and Rule 505 of Regulation D promulgated thereunder.  In order to determine the availability of the exemption, we made a determination that each such purchaser was an accredited investor as that term is defined under Regulation D promulgated under the Securities Act, based in part upon representations made in each such purchasers executed subscription agreement and financial information about each such purchaser provided therein. Each such purchaser also represented to us that he or she received all information he or she considered necessary in determining whether to purchase our common stock (or the units of BidGive Group, LLC prior to its merger with our predecessor, as the case may be).  2 Convertible into shares of common stock at a price of $1.50 per share.  3 Convertible into shares of common stock at a price of $1.75 per share.  4 Sale of convertible notes in reliance upon Section 4(2) and Rule 506 of Regulation D under the  - 13 -   Securities Act of 1933.  However, since the transaction was not completed prior to December 31, 2003, when we first filed this registration statement, the purchaser may have the right to claim that the transaction was an illegal public offering which violated the federal securities laws.  If the transaction did violate the federal securities laws, the purchaser may have claims against us for damages or for rescission and recovery of the full subscription price.     Item 3.      Defaults Upon Senior Securities  None.    Item 4.      Submission of Matters to a Vote of Security Holders  None.    Item 5.      Other Information  None.    Item 6.      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 BidGive International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 BidGive International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 BidGive International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 BidGive Internationals Preliminary Information Statement on Schedule 14C filed on March 12, 2004, and incorporated herein by reference).  10.1 Joint venture/revenue sharing letter agreement between BidGive International, Inc. and Personal Greetings, Inc., dated February 15, 2004 (filed as Exhibit 10.6 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on April 28, 2004, and incorporated herein by reference).  10.2 Joint venture/revenue sharing letter agreement between BidGive International, Inc. and Leonard Pearl, dated February 15, 2004 (filed as Exhibit 10.5 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on April 28, 2004, and incorporated herein by reference).  10.3 Joint venture/revenue sharing letter agreement between BidGive International, Inc. and Terry Byer, dated February 15, 2004 (filed as Exhibit 10.4 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on April 28, 2004, and incorporated herein by reference).  10.4 Form of BidGive International, Inc. dining agreement (filed as Exhibit 10.4 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on July 28, 2004, and incorporated herein by reference).  - 14 -    10.5 Form of BidGive International, Inc. retail agreement (filed as Exhibit 10.5 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on July 28, 2004, and incorporated herein by reference).  10.6 Agreement between BidGive and Coventry Travel dated January 5, 2004 (filed as Exhibit 10.6 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on July 28, 2004, and incorporated herein by reference).  10.7 Agreement between BidGive VarTec Telecom/Excel Communications and i2 Foundation - Aidmatrix, dated January 27, 2003 (filed as Exhibit 10.7 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on July 28, 2004, and incorporated herein by reference).  10.8 Agreement between BidGive and Data Mountain Solutions dated December 2, 2003, (filed as Exhibit 10.8 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on October 5, 2004, and incorporated herein by reference).  10.9 Form of BidGive International, Inc. confidentiality agreement for Independent Sales Consultants (filed as Exhibit 10.4 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on July 28, 2004, and incorporated herein by reference).  10.10 Form of BidGive International advertising participation agreement (filed as Exhibit 10.10 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on October 5, 2004, and incorporated herein by reference).  21.1 Subsidiaries of BidGive International (filed as Exhibit 21.1 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on October 5, 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.   - 15 -    SIGNATURES In accordance with the requirements 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 and Chief Executive Officer  Dated:  




August 29, 2006      By: /s/ Rebecca Richardson-Blanchard Chief Financial Officer Dated:  




 August 29, 2006        - 16 -