UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A





xQUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE PERIOD ENDED: SEPTEMBER 30, 2011





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





BidGive International, Inc.


(exact name of registrant as specified in its charter)





Delaware
000-49999
13-4025362(State or other jurisdiction of

incorporation or organization)
Commission file number
(I.R.S. Employer Identification No.)





175 South Main Street, 15thFloor, Salt Lake City, Utah 84111(Address of principal executive office including zip code)(972) 943-4185(Registrant's telephone number)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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  ̈





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Yes  ̈  No  ̈





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer  ̈
Accelerated filer  ̈Non-accelerated filer  ̈  (Do not check if a smaller reporting company)
Smaller reporting company x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes x  No  ̈





The number of shares outstanding of the registrant's common stock on September 30, 2011:  8,592,980














This Form 10-Q/A has been amended to remove and replace Item 4T.





BIDGIVE INTERNATIONAL, INC.


INDEX





PagePart I.
Financial InformationItem 1.
Financial StatementsCondensed Consolidated Balance Sheets
3Unaudited Condensed Consolidated Statements of Operations
4Unaudited Condensed Consolidated Statements of Cash Flows
5Notes to Unaudited Condensed Consolidated Financial Statements
6Item 2.
Management’s Discussion and Analysis or Plan of Operation
9Item 3.
Quantitative and Qualitative Disclosures About Market Risk
12Item 4T.
Controls and Procedures
12Part II.
Other InformationItem 1.
Legal Proceedings
13Item 1A.
Risk Factors
13Item 2.
Changes in Securities and Company Purchases of Equity Securities
13Item 3.
Defaults Upon Senior Securities
13Item 4.
Submission of Matters to a Vote of Security Holders
13Item 5.
Other Information
13Item 6.
Exhibits
13Signatures

15














Part I—FINANCIAL INFORMATION





Item 1.  Financial Statements





BIDGIVE INTERNATIONAL, INC.


CONDENSED CONSOLIDATED BALANCE SHEETS





September 30, 2011


December 31, 2010(Unaudited)


(Audited)ASSETSCurrent assetsCash

$
-


$
615Accounts receivable


-



1,613Total current assets


-



2,228Total assets

$
-


$
2,228LIABILITIES AND STOCKHOLDERS' (DEFICIT)Current liabilitiesAccounts payable and accrued liabilities

$
6,193


$
142,284Accrued interest


79,554



73,338Loans payable


2,065



2,065Loans from shareholder


49,731



24,867Short term convertible debt - related party, net


87,600



87,600Total current liabilities


225,143



330,154Total liabilities

$
225,143


$
330,154Common stock subject to rescission rights, $.001 par value; 2,160 shares issued and outstanding


40,500



40,500Stockholders' (deficit):Preferred stock: $.001 par value; 10,000,000 shares authorized; none issued and outstanding for both periods


-



-Common stock: $.001 par value; 150,000,000 shares authorized; 8,592,980 shares issued and outstanding for September 30, 2011 and December 31, 2010, respectively (outstanding shares include shares subject to rescission rights from above).


8,591



8,591Additional paid in capital


1,195,262



1,195,262Accumulated deficit


(1,469,496
)


(1,572,279
)Total stockholders' (deficit)


(225,143
)


(368,426Total liabilities and stockholders' (deficit)

$
-


$
2,228








The Accompanying Notes are an Integral Part of these Condensed Consolidated Financial Statements










BIDGIVE INTERNATIONAL, INC.


UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS





Three Months ended September 30,


Nine Months ended September 30,2011


2010


2011


2010RevenuesSales revenues

$
-


$
1,689


$
1,875


$
7,054Cost of goods sold


-



972



1,150



3,619Gross Profit


-



717



725



3,435Operating expensesProfessional fees


2,043



1,428



19,158



24,140Office expenses/administrative


-



-



94



6,116Other expenses


-



1,048



3,000



2,771Total operating expenses


2,043



2,476



22,252



33,027Loss from operations


(2,043
)


(1,759
)


(21,527
)


(29,592
)Other income (expense)Interest expense


-



(5,600
)


(6,216
)


(17,542Gain on debt forgiveness


-



15,508



112,949



15,508Gain on Sale of Assets


-



-



17,577



-Total other income (expense)


-



9,908



124,310



(2,034
)Net gain/(loss) before income taxes


(2,043
)


8,149



102,783



(31,626
)Provision for income taxes


-







-



-NET GAIN/(LOSS)

$
(2,043
)

$
8,149


$
102,783


$
(31,626
)Basic net gain/(loss) per share

$
(0.00
)

$
0.00


$
0.01


$
(0.07
)Weighted average number of shares outstanding, including shares subject to rescission


8,592,980



2,071,241



8,592,980



1,091,133






The Accompanying Notes are an Integral Part of these Condensed Consolidated Financial Statements











BIDGIVE INTERNATIONAL, INC.


UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS





For the nine Months ended

September 30,2011


2010Cash flows from operating activities:Net income/(loss)

$
102,783


$
(31,626
)Adjustments to reconcile net income/(loss) to net cash used in operations:Forgiveness of debt






(15,508
)Gain on debt extinguishment


(112,949
)


-Gain on sale of assets


(17,577
)


-Changes in operating assets and liabilities:


-



-Accounts receivable


1,613



-Accounts payable and accrued liabilities


(4,794
)


(69,576
)Accrued interest


6,216



13,366Net cash used in operations


(24,708
)


(103,344
)Cash flows from investing activities:Cash exchanged on sale of assets


(771
)


-Net cash used in investing activities


(771
)


-Cash flows from financing activities:Payments made on lines of credit


-



(73,246
)Repayment of short term loans - related parties


-



(40,000
)Repayment of loan payable


-



(15,000
)Proceeds from loans from shareholder


24,864



6,150Repayment of loans from shareholder


-



(26,700
)Proceeds from sale of common stock


-



240,000Net cash provided by (used in) financing activities


24,864



91,024Decrease in cash and cash equivalents


(615
)


(12,140
)Cash and cash equivalents, beginning of period


615



12,705Cash and cash equivalents, end of period

$
-


$
565Supplemental disclosures of cash flow information:Interest paid in cash

$
-


$
4,176Income taxes paid in cash








The Accompanying Notes are an Integral Part of these Condensed Consolidated Financial Statements










BIDGIVE INTERNATIONAL, INC.


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


SEPTEMBER 30, 2011





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-Q 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 2010 financial statements in Form 10-K and any amendments thereto.  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 September 30, 2011 of BidGive International. Principal operates as an e-commerce marketing and retail organization, operating the www.BidGive.com website where customers could 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 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” was owned, operated and published by MPublishing, LLC (a private entity formed in October 2005 owned 100% by BidGive) until May 25, 2007, when the magazine and associated operations were sold to Creede Media, LLC. The financial statements for MPublishing have been consolidated and included herein with the BidGive financial statements.  All intercompany accounts have been eliminated in consolidation.





We spent much of 2009 working to expand programs and projects, including (1) our proprietary Aggregated Purchasing Program wherein we negotiate extreme discounts with business vendors and pass the savings on to office and retail end-users; (2) and a Merchant Services Program wherein we negotiate discounted credit card processing fees with merchant bank card processors and pass on the low fees to retail end-users.





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.















On October 4, 2005, MPublishing, LLC (“MPub”) a Texas limited liability company was formed by BidGive and the American Montessori Society (“AMS”) for the purpose of publishing the magazine “M”, a publication for Montessori families, and operating the associated website (www.Mthemagazine.com) wherein a co-branded form of the Company’s Rewards Program would be included.  MPub was 100% owned by the Company, and AMS was entitled to receive a 20% net profit royalty interest in the operation of MPub.   In May 2007, MPub sold all the assets and publishing operations, including the magazine and associated website, to Creede Media, LLC.





NOTE 2 CONVERTIBLE DEBT AND COMMON STOCK SUBJECT TO RECISSION RIGHTS





There was no convertible debt issued in the nine months ended September 30, 2011. During 2008 and 2007 the Company issued additional short-term convertible debt to existing shareholders and officers in order to fund operations in the amounts of $78,697 and $64,900, respectively.  The notes are due three to six months from date of issuance, require no monthly payments, and bear interest at rates ranging from 2% to 10% per annum. The notes are convertible to common stock at share prices ranging from $0.02 per share to $0.75 per share. During 2006 and 2005, the Company also issued additional short-term convertible debt to existing shareholders and officers. The notes are due six to twelve months from date of issuance, require no monthly payments, and bear interest at rates ranging from 6%, to 12% per annum. The notes are convertible to common stock at share prices ranging from $1.25 per share to $ 1.75 per share; however, one of the notes issued in 2005 at a conversion price of $1.50 was renegotiated with the holder in the second quarter of 2009 to be convertible at par value ($0.001) This debt modification was deemed significant and was recorded as extinguishment accounting.  The Company compared the carrying value of the old debt, and the value of the new debt, and recognized a loss on the extinguishment of the debt of $6,500. Per the convertible debt agreements the conversion price is to be calculated by dividing the amount of outstanding principal and interest that the holder elects to convert by the stated conversion price.   Since the convertible debt can be converted at anytime from the signing of the agreement forward, the closing prices of the convertible debt agreement dates were used for the calculation of the beneficial conversion feature, in accordance with GAAP.  There was no beneficial conversion feature associated with the convertible debt issued in for the year ended December 31, 2007. For the convertible debt issued during the year ended December 31, 2008, the value of the beneficial conversion feature was determined using the intrinsic value method.  The amount recorded as a discount to the convertible debt was $13,273. The discount is being amortized over the term of the convertible debt, accordingly, the Company recorded $12,481 in expense for the accretion of the discount during the years ended December 31, 2008 and $792 during the period ended March 31, 2009. During the years ended December 31, 2008 and 2007, the Company issued 313,083 and 49,290, of the Company’s common stock for the conversion of $72,513 and $16,128, respectively of convertible debt and interest. Since these convertible notes were issued in reliance upon implied exemptions from any type of registration, the issuance of the convertible notes payable may also be subject to rescission immediately, 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.   Reference is made to the extensive disclosures and table of convertible notes with full explanations in the "Liquidity and Capital Resources" section of the Company’s filed Form 10-K and all amendments thereto.  The outstanding notes are rolled over and due dates extended as necessary for three to six months each time they become due, and none of the notes are currently in default.  These extensions have no accounting impact.  During the quarter ending September 30, 2010, $40,000 of the convertible debt was repaid, leaving and outstanding balance of $87,600 on September 30, 2011.





During 2004, the Company issued 32,400 shares of common stock in a private placement after filing a registration statement on Form SB-2 with the Securities and Exchange Commission. These shares were issued in reliance upon claimed exemptions from registration, which, in retrospect, may not be available. As a result, the purchasers of these shares may have rescission rights for recovery of the purchase price paid for the shares with interest. Accordingly, the issuance of 32,400 shares for $40,500 has been recorded as “common stock subject to rescission rights” on the balance sheet. Interest to be paid contingent upon the possibility of rescission is considered immaterial.


NOTE 3 PAYABLES, LINES OF CREDIT, LOANS PAYABLE AND LOANS FROM SHAREHOLDERS





The Lines of Credit consisted of revolving debt (a business line of credit, and credit card debt), the Loan Payable ($2,065) is to a third-party business entity that provided a short term loan to the company for business operations and the Loans from Shareholders ($49,731) are short term loans from shareholders also to cover business operations.  The Lines of Credit are issued under standard terms incurring interest and requiring monthly payments. The Loan Payable and the Loans from Shareholders were also issued under standard negotiable terms and accrue nominal interest, ranging from 2% to 10%, but do not require monthly payments, rather are due in full on their due dates, which dates are extended as necessary.  During the quarter ending September 30, 2010, the lines of credit were paid in full, $15,000 was paid on the loan payable and $6,150 in proceeds from loans from shareholders and then $26,700 was paid on the loans from shareholders.  During the quarter ending September 30, 2010, $69,576 was paid against accounts payable.  In conjunction with these payments, $15,508 in accounts payable was forgiven by the debtors.  This amount has been reported as forgiveness of debt.  During the three months ended March 31, 2011, $112,949 in accounts payable was forgiven by the debtors.  This amount has been reported as forgiveness of debt.  During the nine months ended September 30, 2011, the company has received loans from shareholders in the amount of $24,864.  The outstanding balances were $2,065 for loan payable and $49,731 for loans from shareholders on September 30, 2011.














NOTE 4 REVENUE RECOGNITION





The financial statements are prepared based on the accrual method of accounting, which is the required accounting method for a corporation.  The Company recognizes revenues when it receives funds from vendors or customers, usually via credit card transactions, checks, wire or account transfers. The Company also receives some cash payments from vendors and customers in payment for the advertising, marketing and management services it provides, which is recognized as revenue when services have been performed, delivery occurred, and milestones achieved, when applicable. All revenue, including advertising revenue, is handled in this manner; however, with certain sources of revenue and with certain customers, payment is expected upon performance of services, and the company does not extend credit..  In summary, the company receives revenue from royalties on sales proceeds and advertising through the company's website and its proprietary affinity programs.  In 2007, when the company still owned the MPublishingsudsidiary, revenue was generated through advertising and marketing in the various publications.  In 2008, some revenues were generated from advertising and marketing as the company liquidated publishing inventory, along with royalty revenues from the Office Depot program and the First Data program based upon sales made and transactions processed through those merchants and the company's website. No revenues have been generated to date from any other projects in development, including the Shaolin program, the DotCom Film Festival, or the MDG program.





NOTE 5 SALE OF ASSETS





On March 31, 2011, the Company sold the assets of the company relating to the operations of the Company.  These assets included cash of $46, accounts receivable of $1,875 and the investment in MPublishing, LLC of $99,600.  In exchange for these assets, certain debts related to the operations were assumed by the buyer.  These debts included accounts payable of $19,497.  The Company recorded a gain on the sale of these assets of $17,577.





NOTE 6 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. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. As of September 30, 2011, the Company has incurred accumulated deficits of $1,469,496.  The Company has had recurring net losses and negative working capital.  The Company had a working capital deficit of $225,143 and $327,926 for September 30, 2011 and December 31, 2010, respectively.  The Company has had negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company becoming profitable. If the Company is unable to raise capital, it could be forced to cease operation.  The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.  Management feels that the related revenues from operations and reduction in expenses and overhead will provide the Company with sufficient working capital to allow it to continue as a going concern, however revenues must increase significantly for the Company to remain viable.









Item 2.  Management's Discussion and Analysis of Financial Condition and Results 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 prospectus are what are known as “forward-looking statements,” which are basically statements about the future. For that reason, these statements involve risk and uncertainty since the future cannot be accurately predicted. Words such as “plans,” “intends,” “hopes,” “seeks,” “anticipates,” “expects,” and the like often identify such forward-looking statements, but are not the only indication that a statement is a forward-looking statement. Such forward-looking statements include statements concerning our plans and objectives with respect to our present and future operations, and statements that express or imply that such present and future operations will or may produce revenues, income or profits. In evaluating these forward-looking statements, you should consider various factors that may cause our actual results to differ materially from any forward-looking statement. We caution you not to place undue reliance on these forward-looking statements. Although we base these forward-looking statements on our expectations, assumptions and projections about future events, actual events and results may differ materially, and our expectations, assumptions and projections may prove to be inaccurate. The forward-looking statements speak only as of the date hereof, and we expressly disclaim any obligation to publicly release the results of any revisions to these forward-looking statements to reflect events or circumstances after the date of this filing.  Forward-looking statements reflect the current view of management with respect to future events and are subject to numerous risks, uncertainties and assumptions. We can give no assurance that such expectations will prove to be correct. Should any one or more of such risks or uncertainties materialize or should any underlying assumptions prove incorrect, actual results are likely to vary materially from those described in this Form 10-Q. 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-Q.





Background





BidGive International, 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, and numerous other products and services as opportunities arise.





During 2005, the Company acquired a majority interest in MPublishing, LLC (“MPub”), 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 MPublishing, LLC to the Company in exchange for a 20% net profits interest.  In May 2007, MPub sold all the assets and publishing operations, including the magazine and associated website, to Creede Media, LLC.















On September 13, 2010, Vincent & Rees, L.C. entered into a Stock Purchase Agreements (the “SPA”) with certain holders of an aggregate of 181,328 shares of common stock, by which the Buyer agreed to purchase the Sellers’ common stock.  Following the completion of the Stock Purchase Agreements, on September 13, 2010, Vincent & Rees, L.C., entered into a Subscription Agreement (the “Subscription Agreement”) with the Registrant whereby it purchased 8,000,000 shares of the Registrant for $240,000, or $0.03 per share.  The proceeds of this sale were to be used to pay off certain liabilities of the Registrant.





At the closing of the SPA and the Subscription Agreement, the Buyer became the holder of an aggregate of approximately 96.6% of the Company’s outstanding sharesof common stock, and a change of control occurred.





On March 31, 2011, the Company entered into an Asset Sale, Purchase and Transfer Agreement with Bidgive Strategic Concepts, LLC, a Texas limited liability company (“BSC”) whereby the Company sold its operations to the BSC.  The consideration for this transaction consists of the BSC’s assumption of the liabilities of the operations of the Company. Accordingly the Company is actively searching for merger candidates and acquisition opportunities.





Our revenues were nil for the three months ended September 30, 2011.  We derive our revenues from the sale of marketing brochures, and our project and program development and management services.





Results of Operations





The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our results of operation and financial condition for the three months ended September 30, 2011.  The following discussion should be read in conjunction with the Financial Statements and related Notes appearing elsewhere in this Form 10-Q.





Three Months Ended September 30, 2011 Compared to the Three Months Ended September 30, 2010





Revenues.  Our revenues decreased to nil during the three months ended September 30, 2011 from $1,875 during the three months ended September 30, 2010.





Operating expenses.  Our operating expenses decreased to $2,043 during the three months ended September 30, 2011 from $2,476 during the three months ended September 30, 2010.





Net gain/(loss).  The net loss was $2,043 during the three months ended September 30, 2011 compared to a net gain of $8,149 during the three months ended September 30, 2010. The difference was primarily due to the sale of the assets and the forgiveness of debt.





Accounts Payable and Accrued Liabilities (including accrued interest). Our accounts payable and accrued liabilities decreased by $129,875 to $85,747 at September 30, 2011 from $215,622 as of December 31, 2010. The decrease was the result of assumption of liabilities with the sale of the assets and the forgiveness of debt.





Liquidity and Capital Resources





For the three months ended September 30, 2011, the Company’s consolidated balance sheet reflects current and total assets of $0 in comparison to $2,228 for December 31, 2010, and current liabilities of $225,143 in comparison to $330,154 for December 31, 2010.  The decrease in current liabilities is due to assumption of liabilities with the sale of the assets and the forgiveness of debt.





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 and from revenues generated by ongoing potential expanded or new operations. Existing operations provide only nominal revenues and cash generation, and are not sufficient to support existing expenses, including the ongoing expenses of debt maintenance and being a micro-public company in the new regulatory environment. We may not receive any significant amount of proceeds from either debt leveraging 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 are unable to raise additional capital from other sources, such as short-term loans from our officers and directors or other persons, we will be required to limit our operations to those which can be financed with the capital which is currently available and will be required to significantly curtail our operations to the extent they can be financed with ongoing operations and proceeds provided by joint venture partners and debt financing. The Company is investigating potential expanded and new business lines and revenue generating programs, while continuing to pursue its present operations and the availability of any possible merger partners or suitors; but in the present difficult business, economic and credit environment there is no assurance that these efforts will provide any meaningful sources of revenue or changes in circumstance.  The present cash on hand combined with revenues being generated from operations, are not expected to satisfy our cash needs at all for 2011 based upon our current level of operations.















Plan of Operations





We plan to continue our efforts expanding our programs and projects, including (1) our proprietary Aggregated Purchasing Program wherein we negotiate extreme discounts with business vendors and pass the savings on to office and retail end-users; (2) a Merchant Services Program wherein we negotiate discounted credit card processing fees with merchant bank card processors and pass on the low fees to retail end-users; and (3) the MDG Awards Program and internationally broadcast gala event on behalf of and in association with the United Nations.





The Aggregated Purchasing and the Merchant Services Programs are proprietary group purchasing affinity programs (see www.BidGive.com for more details). Members and supporters of associations, schools, and charitable organizations, as well as merchants that wish to support the above and various national not-for-profit organizations may enroll through BidGive to participate in each Program.  In the Aggregated Purchasing Program (“APP”) participants agree to purchase various goods and services at substantial discounts from participating vendors. These goods and services providers, such as Office Depot and Lyreco, agree to provide discounts to the program enrollees and to share a portion of the revenues generated with BidGive, which will then distribute royalties to the participating association and not-for-profit parties, including commissions to the organizations that helped the Company bring the program to fruition. In the Merchant Services Program merchants that wish to support various schools, and not-for-profits may enroll through BidGive for a merchant account, and process all their credit and debit card transactions through BidGive’s merchant vendor partners. These vendor partners, such as FirstData, Chase/Paymentech and EVO/GMS, in turn, agree to provide lower cost processing to the merchants and to share the net revenue fees generated with each transaction with BidGive, which will then distribute royalties to the participating parties, including commissions to organizations that helped the Company bring the program to fruition.  Obtaining “buy-in” to these programs from participants is proving difficult, and the Company is constantly adjusting its approach and marketing to determine a viable course.





On March 31, 2011 the Company entered into an Asset Sale, Purchase and Transfer Agreement with BSC whereby the Company sold its operations to the BSC.  The consideration for this transaction consists of the BSC’s assumption of the liabilities of the operations of the Company. Accordingly the Company is actively searching for merger candidates and acquisition opportunities.





Events Subsequent to September 30, 2011





None.





Off-Balance Sheet Arrangements





During the three months ended September 30, 2011, the Company had no off balance sheet arrangements.





Item 3. Quantitative and Qualitative Disclosures About Market Risk





Not Applicable.















Item 4T.  Controls and Procedures





Disclosure Controls and Procedures





The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.





Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2011, these disclosure controls and procedures were ineffective to ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.





There have been no material changes in internal control over financial reporting that occurred during the third fiscal quarter that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.





Changes in Internal Control over Financial Reporting





There was no change in the Company's internal control over financial reporting during the quarter ended September 30, 2011, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. No recently issued pronouncements are expected to have a material impact on the company’s financial reporting.





Part II - Other Information





Item 1.      Legal Proceedings





None.





Item 1A.         Risk Factors





Not Applicable.





Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds





For the three months ended September 30, 2011, the Company did not receive proceeds from the sale of any unregistered equity securities.





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





Exhibit Number
Description2.1
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).4.1
Convertible promissory note. (filed as Exhibit 4.1 to BidGive International’s Preliminary Registration Statement on Form SB-2 filed on May 6, 2005, and incorporated herein by reference).4.2
Form of Convertible Note Extension Agreement. (filed as Exhibit 4.2 to BidGive International’s Preliminary Registration Statement on Form SB-2 filed on November 25, 2005, 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.  (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).10.11
Certifications of Commitments to Purchase Common Stock, dated September 1, 2004 (filed as Exhibit 10.11 to Bidgive International’s Preliminary Registration Statement on Form SB-2 filed on January 18, 2005, and incorporated herein by reference.)10.12
Agreement between Bidgive International, Inc. and American Montessori Society for consulting services. (filed as Exhibit 10.12 to Bidgive International’s Preliminary Registration Statement on Form SB-2/A filed on July 26, 2006, and incorporated herein by reference.)10.13
Agreement between Bidgive International, Inc. and Brady & Paul Communications, Inc. for design and editorial services for M Magazine. (filed as Exhibit 10.13 to Bidgive International’s Preliminary Registration Statement on Form SB-2/A filed on July 26, 2006, and incorporated herein by reference.)10.14
Agreement between BidGive International, Inc. and BidGive Strategic Concepts, LLC (filed as Exhibit 2.1 to BidGive International’s Form 8-K on April 4, 2011, 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.





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:  December 16, 2011
By:/s/ David M. ReesPresident andChief Executive OfficerDated:  December 16, 2011
By:/s/ David M. ReesInterim Chief Financial Officer