UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-Q
  xQUARTERLY REPORT
UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE PERIOD ENDED: September 30, 2010
   ̈ 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
                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)
 
 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  ̈  No
x
 
 The
number of shares outstanding of the registrant's common stock on November 15,
2010:   8,592,980
  
 
 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
                11Item
      4T.
                Controls
      and Procedures
                12Part
      II.
                Other
      InformationItem
      1.
                Legal
      Proceedings
                12Item
      1A.
                Risk
      Factors
                12Item
      2.
                Changes
      in Securities and Company Purchases of Equity Securities
                12Item
      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
  - 2
-
  Part
I—FINANCIAL INFORMATION
 
 Item
1.  Financial Statements
 
 BIDGIVE
INTERNATIONAL, INC.
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 
 September 30, 2010
                  
                  
                  December 31, 2009(Unaudited)ASSETSCurrent
      assetsCash
                  
                  $
                  565
                  
                  
                  $
                  12,705Total
      current assets
                  
                  
                  565
                  
                  
                  
                  12,705Total
      assets
                  
                  $
                  565
                  
                  
                  $
                  12,705LIABILITIES
      AND STOCKHOLDERS' (DEFICIT)Current
      liabilitiesAccounts
      payable and accrued liabilities
                  
                  $
                  131,297
                  
                  
                  $
                  216,381Accrued
      interest
                  
                  
                  70,627
                  
                  
                  
                  57,261Lines
      of credit
                  
                  
                  -
                  
                  
                  
                  73,246Loans
      payable
                  
                  
                  2,065
                  
                  
                  
                  17,065Loans
      from shareholder
                  
                  
                  24,867
                  
                  
                  
                  45,417Short
      term convertible debt - related party, net
                  
                  
                  87,600
                  
                  
                  
                  127,600Total
      current liabilities
                  
                  
                  316,456
                  
                  
                  
                  536,970Total
      liabilities
                  
                  
                  316,456
                  
                  
                  
                  536,970Common
      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 and592,980
      shares issued and outstanding for September 30, 2010 and December 31,
      2009, respectively andretroactively
      restated (outstanding shares include shares subject to rescission rights
      from above).
                  
                  
                  8,591
                  
                  
                  
                  591Additional
      paid in capital
                  
                  
                  1,195,262
                  
                  
                  
                  963,262Accumulated
      deficit
                  
                  
                  (1,560,244
                  )
                  
                  
                  (1,528,618
                  )Total
      stockholders'  (deficit)
                  
                  
                  (356,391
                  )
                  
                  
                  (564,765
                  )Total
      liabilities and stockholders' (deficit)
                  
                  $
                  565
                  
                  
                  $
                  12,705
 
 The
Accompanying Notes are an Integral Part of these Condensed Consolidated
Financial Statements
  - 3
-
 
 BIDGIVE
INTERNATIONAL, INC.
 UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
 Three
      Months ended September 30,
                  
                  
                  Nine
      Months ended September 30,2010
                  
                  
                  2009
                  
                  
                  2010
                  
                  
                  2009RevenuesSales
      revenues
                  
                  $
                  1,689
                  
                  
                  $
                  1,719
                  
                  
                  $
                  7,054
                  
                  
                  $
                  11,730Cost
      of goods sold
                  
                  
                  972
                  
                  
                  
                  901
                  
                  
                  
                  3,619
                  
                  
                  
                  3,358Gross
      Profit
                  
                  
                  717
                  
                  
                  
                  818
                  
                  
                  
                  3,435
                  
                  
                  
                  8,372Operating
      expensesConsulting
      fees
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  15,800Professional
      fees
                  
                  
                  1,428
                  
                  
                  
                  1,486
                  
                  
                  
                  24,140
                  
                  
                  
                  10,615Office
      expenses/administrative
                  
                  
                  -
                  
                  
                  
                  9,873
                  
                  
                  
                  6,116
                  
                  
                  
                  10,959Other
      expenses
                  
                  
                  1,048
                  
                  
                  
                  4,056
                  
                  
                  
                  2,771
                  
                  
                  
                  9,919Total
      operating expenses
                  
                  
                  2,476
                  
                  
                  
                  15,415
                  
                  
                  
                  33,027
                  
                  
                  
                  47,293Loss
      from operations
                  
                  
                  (1,759
                  )
                  
                  
                  (14,597
                  )
                  
                  
                  (29,592
                  )
                  
                  
                  (38,921
                  )Other
      income (expense)Other
      Income
                  
                  
                  -
                  
                  
                  
                  50,000
                  
                  
                  
                  -
                  
                  
                  
                  64,500Interest
      expense - accretion of debt discount
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (792
                  )Interest
      expense
                  
                  
                  (5,600
                  )
                  
                  
                  (6,564
                  )
                  
                  
                  (17,542
                  )
                  
                  
                  (18,248
                  )Forgiveness
      of debt
                  
                  
                  15,508
                  
                  
                  
                  -
                  
                  
                  
                  15,508
                  
                  
                  
                  -Loss
      on debt extinguishment
                  
                  
                  -
                  
                  
                  
                  (6,500
                  )
                  
                  
                  -
                  
                  
                  
                  (6,500
                  )Total
      other income (expense)
                  
                  
                  9,908
                  
                  
                  
                  36,936
                  
                  
                  
                  (2,034
                  )
                  
                  
                  38,960Net
      loss before income taxes
                  
                  
                  8,149
                  
                  
                  
                  22,339
                  
                  
                  
                  (31,626
                  )
                  
                  
                  39Provision
      for income taxes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -NET
      INCOME (LOSS)
                  
                  $
                  8,149
                  
                  
                  $
                  22,339
                  
                  
                  $
                  (31,626
                  )
                  
                  $
                  39Basic
      net loss per share
                  
                  $
                  0.00
                  
                  
                  $
                  0.04
                  
                  
                  $
                  (0.03
                  )
                  
                  $
                  0.00Weighted
      average number of shares outstanding, including shares subject to
      rescission
                  
                  
                  2,071,241
                  
                  
                  
                  592,791
                  
                  
                  
                  1,091,133
                  
                  
                  
                  570,413
 
 The
Accompanying Notes are an Integral Part of these Condensed Consolidated
Financial Statements
  - 4
-
 
 BIDGIVE
INTERNATIONAL, INC.
 UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 Nine
      Months ended September 30,2010
                  
                  
                  2009Cash
      flows from operating activities:Net
      income/(loss)
                  
                  $
                  (31,626
                  )
                  
                  $
                  39Adjustments
      to reconcile net income/(loss) to  net cash provided by (used
      in) operations:Accretion
      of debt discount
                  
                  
                  -
                  
                  
                  
                  792Forgiveness
      of debt
                  
                  
                  (15,508
                  )
                  
                  
                  -Loss
      on debt extinguishment
                  
                  
                  -
                  
                  
                  
                  6,500Stock
      issued for services
                  
                  
                  -
                  
                  
                  
                  15,800Changes
      in operating assets and liabilities:Accounts
      payable and accrued liabilities
                  
                  
                  (69,576
                  )
                  
                  
                  2,789Accrued
      interest
                  
                  
                  13,366
                  
                  
                  
                  13,638Net
      cash provided by (used in) operations
                  
                  
                  (103,344
                  )
                  
                  
                  39,558Cash
      flows from investing activities:Net
      cash provided by investing activities
                  
                  
                  -
                  
                  
                  
                  -Cash
      flows from financing activities:Payments
      made on lines of credit
                  
                  
                  (73,246
                  )
                  
                  
                  (4,484
                  )Proceeds
      from short term loans - related parties
                  
                  
                  -
                  
                  
                  
                  3,380Repayment
      of short term loans - related parties
                  
                  
                  (40,000
                  )
                  
                  
                  -Repayment
      of loan payable
                  
                  
                  (15,000
                  )
                  
                  
                  -Proceeds
      from loans from shareholder
                  
                  
                  6,150
                  
                  
                  
                  -Repayment
      of loans from shareholder
                  
                  
                  (26,700
                  )
                  
                  
                  (1,600
                  )Proceeds
      from sale of common stock
                  
                  
                  240,000
                  
                  
                  
                  -Net
      cash provided by (used in) financing activities
                  
                  
                  91,204
                  
                  
                  
                  (2,704
                  )Increase
      (decrease) in cash and cash equivalents
                  
                  
                  (12,140
                  )
                  
                  
                  36,854Cash
      and cash equivalents, beginning of period
                  
                  
                  12,705
                  
                  
                  
                  1,139Cash
      and cash equivalents, end of period
                  
                  $
                  565
                  
                  
                  $
                  37,993Supplemental
      disclosures of cash flow information:Interest
      paid in cash
                  
                  $
                  4,176
                  
                  
                  $
                  4,610Income
      taxes paid in cash
                  
                  $
                  -
                  
                  
                  $
                  -Non-cash
      investing and financing activities:Common
      stock issued for services
                  
                  $
                  -
                  
                  
                  $
                  15,800
 
 The
Accompanying Notes are an Integral Part of these Condensed Consolidated
Financial Statements
  - 5
-
 
 BIDGIVE
INTERNATIONAL, INC.
 NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2010
 
 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 2009
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, 2010
of BidGive International, Inc., including MPublishing, LLC of which BidGive
owns a 100% interest. 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.
  - 6
-
  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, 2010. 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 agreementsthe 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, 2010.
 
 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.
  - 7
-
  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 ($24,867) 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, $69,576 was paid against
accounts payable.  In conjunction with these payments, $15,508 in
accounts payable were forgiven by the debtors.  This amount has been
reported as forgiveness of debt.  The outstanding balances were $2,065
for loan payable and $24,867 for loans from shareholders on September 30,
2010.
 
 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 MPublishing sudsidiary, 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.The Company also
received $64,500 in  non-refundable deposits for the sale of the
public shell.  The negotiations for these sales fell through during
the period ended June 30, 2009 and then again during the period ended September
30, 2009.  Therefore, these deposits were recorded as other income by
the Company for these time periods.
 
 NOTE 5
STOCK TRANSACTIONS
 
 Common
Stock
 
 On
September 13, 2010, the Company issued 8,000,000 shares of common stock to
Vincent & Rees, L.C. at $.03 per share for total cash proceeds of $240,000
pursuant to a Subscription Agreement.
 
 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, 2010, the Company has incurred accumulated
deficits of $1,560,244 and only had cash of $565.  The Company has had
recurring net losses and negative working capital.  The Company had a
working capital deficit of $315,891 and $524,265 for September 30, 2010 and
December 31, 2009, 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.
  - 8
-
  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-KSB. There can be no assurance that the
projected results will occur, that these judgments or assumptions will prove
correct or that unforeseen developments will not occur. We are under no duty to
update any of the forward-looking statements after the date of this Form
10-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.
  - 9
-
  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 shares of
common stock, and a change of control occurred.
 
 Our
revenues were $7,054 for the nine months ended September 30, 2010
(unaudited).  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
and nine months ended September 30, 2010.  The following discussion
should be read in conjunction with the Financial Statements and related Notes
appearing elsewhere in this Form 10-Q.
 
 Nine
Months Ended September 30, 2009 Compared to Nine Months Ended September 30,
2009
 
 Revenues.  Our
revenues decreased to $7,054 during the nine months ended September 30, 2009
from $11,730 (including discontinued operations) during the nine months ended
September 30, 2009.  The decrease in revenue from 2009 was due to
decreased fee revenue.
 
 Operatingexpenses.  Our
operating expenses decreased to $33,027during the nine months
ended September 30, 2010 from $47,293 during the nine months ended September 30,
2009.  The decrease was primarily due to lower costs associated with
operations and reduced sales activity.
 
 Net gain.  The net
loss was $31,626 during the nine months ended September 30, 2010 compared to a
net gain of $39 during the nine months ended September 30, 2009. The difference
was primarily due to other income in 2009 offsetting the operating expenses that
didn’t exist in 2010.
 
 Accounts Payable and Accrued
Liabilities (including accrued interest). Our accounts payable and
accrued liabilities decreased $71,718 to $201,924 at September 30, 2010 from
$273,642 as of December 31, 2009. The decrease was the result of liabilities
being paid with the proceeds from the sale of common stock during the quarter
ending September 30, 2010.
 
 Three
Months Ended September 30, 2010 Compared to Three Months Ended September 30,
2009
 
 Revenues.  Our
revenues decreased to $1,689 during the three months ended September 30, 2010
from $1,719 during the three months ended September 30, 2009.  The
decrease in revenue was due to a decrease in fee revenue.
 
 Operatingexpenses.  Our
operating expenses decreased to $2,476 during the three months ended September
30, 2010 from $15,415 during the three months ended September 30,
2009.  The decrease was primarily due to lower costs associated with
operations and reduced sales activity.
 
 Net gain.  The net
gain was $8,149 during the three months ended September 30, 2010 compared to a
net gain of $22,339 during the three months ended September 30, 2009. The gain
was primarily due to decreased operating expense and a gain on debt
extinguishment.
  - 10
-
  Liquidity
and Capital Resources
 
 For
the nine months ended September 30, 2010, the Company’s consolidated balance
sheet reflects current and total assets of $565 in comparison to $12,705 for
December 31, 2009, and current liabilities of $316,456 in comparison to $536,970
for December 31, 2009.  The decrease in current liabilities is due to
the payment of liabilities with the proceeds from the sale of common stock
during quarter ending September 30, 2010.
 
 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 revenues
generated by ongoing operations. The Company may not receive any significant
amount of 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 cash flow from
operations 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 plans to the extent they can be financed with ongoing
operations, proceeds provided by joint venture partners, and debt
financing.  The Company needs to decrease expenses and increase
revenues significantly to continue as a going concern, and those actions are
proving difficult in the present economic environment.  If the Company
is unable to obtain additional financing, or increase revenues from operations
and decrease expenses to maintain and expand operations, there exists the
possibility that the Company may fail.
 
 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.
 
 Events
Subsequent to September 30, 2010
 
 None.
 
 Off-Balance
Sheet Arrangements
 
 During
the nine months ended September 30, 2010, the Company had no off balance sheet
arrangements.
 
 Item
3. Quantitative and Qualitative Disclosures About Market Risk
 
 Not
Applicable.
  - 11
-
  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.  The Company maintains such a system of controls and
procedures that is effective to ensure that all information which it is required
to disclose in the reports it files under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
under the SEC's rules and forms and that information required to be disclosed is
accumulated and communicated to principal executive and principal financial
officers to allow timely decisions regarding disclosure.
 
 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
chief financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures.  Based on this evaluation, our
chief executive officer and principal accounting officer concluded that our
disclosure controls and procedures are designed to provide reasonable assurance
of achieving the objectives of timely alerting them to material information
required to be included in our periodic SEC reports and of ensuring that such
information is recorded, processed, summarized and reported with the time
periods specified.  Our chief executive officer and principal
accounting officer also concluded that our disclosure controls and procedures
were effective as of September 30, 2010 to provide reasonable assurance of the
achievement of these objectives.
 
 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, 2010, 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
nine months ended September 30, 2010, the Company received proceeds of $240,000
from sales of 8,000,000 shares of common stock in a private placement. The
proceeds of this sale were to be used to pay off certain liabilities of the
Registrant.
 
 - 12
-
  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).
 
 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).
  - 13
-
  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.)
 
 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.
  - 14
-
  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:  November 22,
2010
                  By:
      /s/ David M. ReesPresident
      andChief
      Executive OfficerDated:  November 22, 2010
                  By:
      /s/ David M. ReesInterim Chief Financial
Officer
  - 15
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