UNITED STATES

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



{ X } QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE PERIOD ENDED: MARCH 31, 2006

{ } 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)



|                                                                |                        |                                     
|--------------------------------------------------------------- | ---------------------- | ------------------------------------
|Delaware                                                        | 0-49999                | 13-4025362                          
|(State or other jurisdiction of 
incorporation or organization) | Commission file number | (I.R.S. Employer Identification No.)



3538 Caruth Blvd., Suite 200
Dallas, Texas 75225

(Address of principal executive office including zip code)



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



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 March 31, 2006: 6,308,292



Transitional Small Business Disclosure Format (check one):  Yes_ _No_X__





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BIDGIVE INTERNATIONAL, INC.

INDEX



|           |                                                                  |     
|---------- | ---------------------------------------------------------------- | ----
|Part I.    | Financial Information                                            | Page
|           |                                                                  |     
|Item 1.    | Financial Statements (Unaudited)                                 |     
|           |                                                                  |     
|           | Condensed Consolidated Balance Sheets                            | 3   
|           |                                                                  |     
|           | Condensed Consolidated Statements of Operations                  | 4   
|           |                                                                  |     
|           | Condensed Consolidated Statements of Cash Flows                  | 5   
|           |                                                                  |     
|           | Notes to Condensed Consolidated Financial Statements (Unaudited) | 6   
|           |                                                                  |     
|Item 2.    | Managements Discussion and Analysis or Plan of Operation        | 8   
|           |                                                                  |     
|Item 3.    | Controls and Procedures                                          | 11  
|           |                                                                  |     
|Part II.   | Other Information                                                |     
|           |                                                                  |     
|Item 1.    | Legal Proceedings                                                | 12  
|           |                                                                  |     
|Item 2.    | Changes in Securities and Company Purchases of Equity Securities | 12  
|           |                                                                  |     
|Item 3.    | Defaults Upon Senior Securities                                  | 12  
|           |                                                                  |     
|Item 4.    | Submission of Matters to a Vote of Security Holders              | 12  
|           |                                                                  |     
|Item 5.    | Other Information                                                |     
|           |                                                                  |     
|Item 6.    | Exhibits                                                         | 12  
|           |                                                                  |     
|Signatures |                                                                  | 15  
|           |                                                                  |     







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Part IFINANCIAL INFORMATION

Item 1.  Financial Statements





BIDGIVE INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS



|                                                                                               |                                   |  |                                
|---------------------------------------------------------------------------------------------- | --------------------------------- |  | -------------------------------
|                                                                                               | March 31,
2006
(unaudited)        |  | December 31,
2005              
|                                                                                               |                                   |  |                                
|ASSETS                                                                                         |                                   |  |                                
|CURRENT ASSETS
Cash                                                                            | $            13,886               |  | $               12,589         
|Prepaid expenses
Other current assets                                                          | -
10,000                          |  | 7,500
10,000                   
|                                                                                               |                                   |  |                                
|                                                                                               |                                   |  |                                
|TOTAL CURRENT ASSETS                                                                           | 23,886                            |  | 30,089                         
|                                                                                               |                                   |  |                                
|                                                                                               |                                   |  |                                
|TOTAL ASSETS                                                                                   | $            23,886               |  | $               30,089         
|                                                                                               |                                   |  |                                
|                                                                                               |                                   |  |                                
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                          |                                   |  |                                
|CURRENT LIABILITIES                                                                            |                                   |  |                                
|Accounts payable and accrued expenses
Convertible Debt
Deferred revenue                        | $          145,180
126,640
12,139 |  | $             132,368
124,140
-
|                                                                                               |                                   |  |                                
|TOTAL CURRENT LIABILITIES                                                                      | 283,959                           |  | 256,508                        
|                                                                                               |                                   |  |                                
|Common stock subject to rescission rights, .001 par value
32,400 shares issued and outstanding | 40,500                            |  | 40,500                         
|                                                                                               |                                   |  |                                
|STOCKHOLDERS DEFICIT                                                                          |                                   |  |                                
|Common stock, $.001 par value                                                                  |                                   |  |                                
|20,000,000 shares authorized, 6,275,892                                                        |                                   |  |                                
|shares issued and outstanding, respectively                                                    | 6,276                             |  | 6,276                          
|Additional paid-in capital                                                                     | 30,335                            |  | 30,335                         
|Accumulated Deficit                                                                            | (337,184)                         |  | (303,530)                      
|                                                                                               |                                   |  |                                
|TOTAL STOCKHOLDERS DEFICIT                                                                    | (300,573)                         |  | (266,919)                      
|                                                                                               |                                   |  |                                
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT                                                    | $            23,886               |  | $               30,089         





See Notes to Condensed Consolidated Financial Statements





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BIDGIVE INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)



|                                              |                                           |  |                                          
|--------------------------------------------- | ----------------------------------------- |  | -----------------------------------------
|                                              | For the three months ended March 31, 2006 |  | For the three months ended March 31, 2005
|                                              |                                           |  |                                          
|REVENUES                                      |                                           |  |                                          
|                                              |                                           |  |                                          
|Sales                                         | $               63,917                    |  | --                                       
|                                              |                                           |  |                                          
|                                              |                                           |  |                                          
|EXPENSES                                      |                                           |  |                                          
|Selling, general, and administrative expenses | 95,071                                    |  | 30,312                                   
|OTHER INCOME (EXPENSES)
Interest Expense      | (2,500)                                   |  | -                                        
|NET INCOME (LOSS) BEFORE TAXES                | (33,654)                                  |  | (30,312)                                 
|                                              |                                           |  |                                          
|Income tax expense                            | -                                         |  | -                                        
|                                              |                                           |  |                                          
|TOTAL INCOME (LOSS)                           | $             (33,654)                    |  | $         (30,312)                       
|                                              |                                           |  |                                          
|Income (Loss) per common share                | $           0.00                          |  | $             (0.00)                     
|                                              |                                           |  |                                          
|Weighted average common shares outstanding    | 6,308,292                                 |  | 6,308,292                                













See Notes to Condensed Consolidated Financial Statements





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BIDGIVE INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)



|                                                       |                                           |  |                                          
|------------------------------------------------------ | ----------------------------------------- |  | -----------------------------------------
|                                                       | For the three months ended March 31, 2006 |  | For the three months ended March 31, 2005
|                                                       |                                           |  |                                          
|OPERATING ACTIVITIES                                   |                                           |  |                                          
|                                                       |                                           |  |                                          
|Net Income (Loss)                                      | $           (33,654)                      |  | $             (30,312)                   
|Adjustments to reconcile net loss                      |                                           |  |                                          
|to cash used by operating activities:                  |                                           |  |                                          
|                                                       |                                           |  |                                          
|Changes in operating liabilities and assets            |                                           |  |                                          
|                                                       |                                           |  |                                          
|Prepaid expenses
Shareholder receivable                | 7,500
-                                   |  | -
-                                      
|Accounts payable and accrued expenses
Deferred revenue | 12,812
12,139                             |  | 13,671
-                                 
|                                                       |                                           |  |                                          
|NET CASH PROVIDED (USED) BY                            |                                           |  |                                          
|OPERATING ACTIVITIES                                   | (1,203)                                   |  | (16,641)                                 
|                                                       |                                           |  |                                          
|FINANCING ACTIVITIES                                   |                                           |  |                                          
|                                                       |                                           |  |                                          
|                                                       |                                           |  |                                          
|Proceeds from convertible debt                         | 2,500                                     |  | 16,300                                   
|                                                       |                                           |  |                                          
|NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES       | 2,500                                     |  | 16,300                                   
|                                                       |                                           |  |                                          
|INCREASE (DECREASE) IN CASH                            | 1,297                                     |  | (341)                                    
|                                                       |                                           |  |                                          
|Cash at beginning of period                            | 12,589                                    |  | 5,344                                    
|                                                       |                                           |  |                                          
|CASH AT END OF PERIOD                                  | $                  13,886                 |  | $                   5,003                





See Notes to Condensed Consolidated Financial Statements







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BIDGIVE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

MARCH 31, 2006





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 2005 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 consolidated financial statements presented are those as of March 31, 2006 of BidGive International, Inc.,including the operations of MPublishing, LLC of which BidGive owns a 100% interest. 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.



During 2005, and the first quarter of 2006, the Company provided consulting services to the American Montessori Society (AMS), a non-profit accrediting agency for Montessori schools, relating to establishing a sustainable revenue stream for it and its individual schools in conjunction with the upcoming 100th Anniversary Montessori Initiative.  The consulting services involved assistance in re-designing the AMS website to add pages devoted to the Montessori Initiative, assistance in formulating the Initiative as a whole as an outreach to the general public, and launching a new magazine devoted to Montessori teachings.   The magazine M: The Magazine for Montessori Families is owned, operated and published by MPublishing, LLC, a private entity formed in October 2005 which is now owned 100% by Bidgive.  The Company has entered into an agreement with AMS to pay AMS royalties of 20% of net profits from magazine sales and any other associated products. The financial statements for MPublishing have been consolidated and included herein with the BidGive financial statements.  All intercompany accounts have been eliminated in consolidation.



Our independent school marketing program was launched in October 2005, as part of the 100th Anniversary Montessori Initiative.   As of the date of this filing, approximately 500 Montessori schools have joined the Rewards Program as a result of their participation in this Initiative.



All Montessori schools are invited to join the Initiative, which includes offering parents a subscription to a new magazine devoted to the Montessori teaching philosophy and method.  This subscription includes automatic enrollment of the family in the BidGive Rewards Program.  After a family enrolls in the Rewards Program, we generate revenue as a result of receiving our share of the discount on every Rewards Program transaction completed by that family.  In addition, under our agreement with the American Montessori Society, we receive part of the school enrollment fee paid by each school that elects to participate in the Initiative and part of the subscription proceeds paid by individual subscribers to the magazine.







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BIDGIVE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)

MARCH 31, 2006





Merchants who join the program have the opportunity to advertise in the Montessori magazine as well as in newspaper inserts and other media generated by BidGive, in exchange for granting the discount rewards and certificates to the general public to support their charity of choice.  Once the merchants are recruited into the Program, the discounts they offer are available to any BidGive member without regard to who originally sponsored the merchant.



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.



During 2005, the Company acquired a majority interest in MPublishing, LLC, a newly formed entity created for the purpose (among other things) of producing and publishing the magazine M.  In the first quarter of 2006, AMS transferred its 20% ownership interest in MPulbishing, LLC to the Company in exchange for a 20% net profits interest.  The magazine is intended to provide another medium to promote the Montessori Initiative and BidGives proprietary rewards program component.



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.



NOTE 2 CONVERTIBLE DEBT AND COMMON STOCK SUBJECT TO RECISSION RIGHTS



During the years ended December 31, 2004 and 2005, and period ended March 31, 2006, the Company issued short-term convertible debt to existing shareholders and officers in order to fund operations.  The notes are due in six to twelve months from the date of issuance, require no monthly payments, and bear interest 6% to 10% per annum. The notes are convertible to common stock at share prices ranging from $1.25 to $1.75. Accordingly, the Company has not recorded any additional interest related to beneficial conversion features. Interest totaling  $14,672 at March 31, 2006 has been accrued on the notes. Notes coming due prior to March 31, 2006 have been extended between three and six monthsand accordingly, all notes have been classified as short-term. During 2004, the Company issued 32,400 shares of common stock in a private placement after filing a registration statement on Form SB-2 with the Securities and Exchange Commission. These shares were issued in reliance upon claimed exemptions from registration, which, in retrospect may not be available. As a result, the purchasers of these shares may have rescission rights for recovery of the purchase price paid for the shares along with claims for interest, if any.





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BIDGIVE INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited)

MARCH 31, 2006





Accordingly, the issuance of 32,400 shares for $40,500 has been recorded as common stock subject to rescission rights on the balance sheet. Since the convertible notes were also issued in reliance upon implied exemptions from any type of registration, the issuance of the convertible notes payable may also be 
subject to rescission immediately, or more appropriately stated, due on demand. Since the notes are short-term they have been classified as current on the balance sheet in the same manner as notes due on demand.



NOTE 3

REVENUE RECOGNITION



The Company recognizes revenues when it receives funds from venders, usually via credit card transactions, as payment for advertising via discount certificates and loading fund into debit cards.  The Company also receives some cash payments from vendors in payment for the advertising and marketing it receives, which is recognized as revenue when services have been performed and milestones achieved, when applicable.  The Company also receives revenue from the sale of subscriptions to its magazine.  Subscription payments received as payment for an annual magazine subscription in advance are recorded as deferred revenue and subsequently recorded as revenue over the subscription period ratably.  Deferred revenue for marketing services is recorded when payments are received in advance of substantial completion of services which may include the production of web-based promotional materials and advertising, as well as web design services.



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.



SAFE HARBOR REGARDING FORWARD LOOKING STATEMENTS

This Form 10-QSB 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-QSB.  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.





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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-QSB.  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-QSB.





Background



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



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



During 2005, the Company acquired a majority interest in MPublishing, LLC, a newly formed entity created for the purpose (among other things) of producing and publishing the magazine M.  In the first quarter of 2006, AMS transferred its 20% ownership interest in MPulbishing, LLC to the Company in exchange for a 20% net profits interest.  The magazine is intended to provide another medium to promote the Montessori Initiative and BidGives proprietary rewards program component.



Our consolidated revenues were $63,917 for the three months ended March 31, 2006 (unaudited).  We derive our revenues from the sale of discount retail, dining and travel certificates and discount local and long distance services as well as magazine subscription sales.



Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2005



Revenues.  Our revenues increased to $63,917 during the three months ended March 31, 2006 from $0 during the three months ended March 31, 2005.  The increase in revenue from 2005 was due to increased sales activity with the Companys business operations, including targeting the independent school market in each geographic market in which we operate.



Selling, general and administrative expenses.  Our selling, general and administrative expenses increased $64,759 or 214% to $95,071 during the three months ended March 31, 2006 from $30,312 during the three months ended March 31, 2005.  The increase was primarily due to increased sales activity and business operations, including set up and production costs associated with the production of the magazine.







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Net income/loss.  The net loss was $33,654 during the three months ended March 31, 2006 compared to a net loss of $30,312 during the three months ended March 31, 2005. The loss was primarily due to increased costs pertaining to sales activity with the Companys business operations, including targeting the independent school market in each geographic market in which we operate, and set up and production costs associated with the production of the magazine.



Accounts Payable and Accrued Expenses. Our accounts payable and accrued expenses increased $12,812 or 9% to $145,180 at March 31, 2006 compared to December 31, 2005. The increase consisted primarily of professional fees to attorneys and accountants/auditors. The Company intends to settle these liabilities with proceeds from its proposed public offering.  In addition, accrued interest on convertible debentures and obligations arising from the production and publication of the magazine M, have increased the total accounts payable and accrued expenses.



Liquidity and Capital Resources



For the three months ended March 31, 2006, the Companys consolidated balance sheet reflects current and total assets of $23,886 in comparison to $30,089 for December 31, 2005, and current liabilities of $283,959 in comparison to $256,508 for December 31, 2005.



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



Plan of Operations



Our plan of operations for the period ending March 31, 2006, is to focus our initial marketing efforts in each geographic market in which we operate, on the independent school market.  We also plan to seek to open additional geographic markets for our discount certificate business.



Independent School Market



The independent school marketing program was launched in October 2005.  This program is designed to capitalize on the established relationships that schools have with the families of their students.  The program is intended to allow the schools to increase their revenues without requesting increased donations from the families of their students by encouraging these families to participate in the Companys retail program.



One of the most significant uncertainties which the Company faces is whether it will be able to recruit enough participating merchants and enough participating members to make its Programs successful.  The Company believes that the independent school market will provide a cost-effective way to increase enrollment to a critical mass, where the process will become institutionalized and profitable within the not-for-profit entity, and also a mechanism for recruiting additional merchants.   When joining the BidGive Programs, each not-for-profit entity must recruit at least ten (10) local merchants to join.  In addition, the Company believes that the interest which each not-for-profit entity will have in attempting to create a sustainable revenue stream for itself through use of





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the Bidgive Program, will entice such entities to market the Program to their constituents and to encourage those constituents to make regular use of the Program as a way of providing financial support to the not-for-profit entity. We intend to allocate a portion of the proceeds from our pending public stock offering to payment of costs associated with expansion of our programs into additional markets utilizing the nationwide network of independent schools to pursue merchants and new member participants in each market.



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.



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



We intend to allocate a portion of our pending public stock offering to hire additional employees in the areas of marketing and operations and to launch operations in additional cities.  The number of additional employees we hire and the number of additional markets in which we are able to begin operations will depend on the amount of money we are able to raise in this offering.





Events Subsequent to March 31, 2006



None.



Off-Balance Sheet Arrangements



During the three months ended March 31, 2006, 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 March 31, 2006, 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.





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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 March 31, 2006, we entered into debt instruments in the form of convertible promissory notes in the amount of $2,500.  All of the debt instruments were offered and sold through the officers and directors of the Company in reliance upon exemptions from registration either under Section 4(2) of the Securities Act or under Section 3(b) of the Securities Act and Rule 505 of Regulation D promulgated thereunder. All such transactions were private offerings made without general solicitation. 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.



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).





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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).



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.



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.



21.1

Subsidiaries of BidGive International.



31.1

Certification of Chief Executive Officer of BidGive International, Inc. Pursuant to Rule 13a-14(a)/15d-14(a).*







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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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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.





Dated:  May 22, 2006



By: /s/ James P. Walker, Jr., President and

Chief Executive Officer

Dated:  May 22, 2006

By: /s/ Rebecca Richardson-Blanchard

Interim Chief Financial Officer



























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