UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q  { X } QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIESEXCHANGE ACT OF 1934 FOR THE PERIOD ENDED: MARCH 31, 2008 { } TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____ TO _____.  BidGive International, Inc. (Name of small business issuer in its charter)  Delaware0-4999913-4025362(State or other jurisdiction of 
incorporation or organization)Commission file number(I.R.S. Employer Identification No.)  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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes [X]   No [   ]  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 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 March 31, 2008: 6,910,497    - 1 -  BIDGIVE INTERNATIONAL, INC. INDEX  Part I.Financial InformationPageItem 1.Financial Statements (Unaudited)Condensed Consolidated Balance Sheets3Condensed Consolidated Statements of Operations4Condensed Consolidated Statements of Cash Flows5Notes to Condensed Consolidated Financial Statements (Unaudited)6Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations8Item 4T.Controls and Procedures11Part II.Other InformationItem 1.Legal Proceedings12Item 2.Unregistered Sales of Equity Securities and Use of Proceeds12Item 3.Defaults Upon Senior Securities12Item 4.Submission of Matters to a Vote of Security Holders12Item 5.Other Information12Item 6.Exhibits13Signatures15    - 2 -  Part IFINANCIAL INFORMATION Item 1.  Financial Statements  BIDGIVE INTERNATIONAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS  March 31,
2008
(Unaudited)December 31,
2007
(Audited)ASSETSCURRENT ASSETSCash$                  9,898$               2,055TOTAL CURRENT ASSETS9,8982,055TOTAL ASSETS$                  9,898$               2,055LIABILITIES AND STOCKHOLDERS DEFICITCURRENT LIABILITIESAccounts payable and accrued liabilities
Accrued interest
Loans from shareholders
Short term convertible debt$              261,558
20,735
50,116
74,900$           250,190
17,744
37,925
64,900TOTAL CURRENT LIABILITIES407,309370,759TOTAL LIABILITIES407,309370,759Common stock subject to rescission rights, .001 par value
32,400 shares issued and outstanding40,50040,500STOCKHOLDERS DEFICITCommon stock, $.001 par value20,000,000 shares authorized, 6,910,497shares issued and outstanding for both years6,9116,911Additional paid-in capital903,475903,475Accumulated Deficit(1,348,297)(1,319,590)TOTAL STOCKHOLDERS DEFICIT(437,911)(409,204)TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT$              9,898$               2,055   See Notes to Condensed Consolidated Financial Statements   - 3 -  BIDGIVE INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)  For the three months ended March 31, 2008For the three months ended March 31, 2007REVENUESSales$              3,802$              75,791COST OF GOODS SOLD-28,395GROSS PROFIT3,80247,396EXPENSESSelling, general, and administrative expenses28,59276,334OTHER INCOME (EXPENSES)
Interest Expense3,9172,500NET INCOME (LOSS) BEFORE TAXES(28,707)(31,438)Income Taxes--NET INCOME (LOSS)$          (28,707)$         (31,438)Income (Loss) per common share$              (0.00)$             (0.00)Weighted average common shares outstanding6,910,4976,324,596              See Notes to Condensed Consolidated Financial Statements   - 4 -  BIDGIVE INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)   For the three months ended March 31, 2008For the three months ended March 31, 2007OPERATING ACTIVITIESNet Income (Loss)$           (28,707)$             (31,438)Adjustments to reconcile net lossto cash used by operating activities:Changes in operating liabilities and assetsAccrued interest2,9912,500Accounts payable and accrued liabilities11,36847,174Unearned revenue-(18,000)NET CASH PROVIDED (USED) BYOPERATING ACTIVITIES(14,348)236FINANCING ACTIVITIESIssuance of convertible debt10,000-Loans from shareholders12,1919,500NET CASH PROVIDED BY
FINANCING ACTIVITIES22,1919,500INCREASE (DECREASE) IN CASH7,8439,736Cash at beginning of period2,0555,179CASH AT END OF PERIOD$              9,898$             14,915           See Notes to Condensed Consolidated Financial Statements    - 5 -  BIDGIVE INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) MARCH 31, 2008   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 2007 financial statements in Form 10-KSB.  These statements do include all normal recurring adjustments which the Company believes necessary for a fair presentation of the statements.  The interim operating results are not necessarily indicative of the results for a full year.  Nature of Business  The consolidated financial statements presented are those as of March 31, 2008 of BidGive International, Inc.,including the operations of MPublishing, LLC of which BidGive owns a 100% interest. Principal operations as an e-commerce marketing and retail organization, operating the www.BidGive.com website where customers 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 the first quarter of 2006, the Company provided consulting services to the American Montessori Society (AMS), a non-profit accrediting agency for Montessori schools, relating to establishing a sustainable revenue stream for it and its individual schools in conjunction with the upcoming 100th Anniversary Montessori Initiative.  The consulting services involved assistance in re-designing the AMS website to add pages devoted to the Montessori Initiative, assistance in formulating the Initiative as a whole as an outreach to the general public, and launching a new magazine devoted to Montessori teachings.   The magazine M: The Magazine for Montessori Families was owned, operated and published by MPublishing, LLC (a private entity formed in October 2005 which is owned 100% by BidGive) until May 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.  By the end of 2007, we wound down our management of the 100th Anniversary (2007) Montessori Initiative, including ownership and operation of the Montessori-focused magazine we designed and launched for the Montessori community in 2005, and discontinued the discount rewards card program in response to overwhelming competition and expansion in the market from established vendors and individual merchants. We spent much of 2007 designing, developing and launching new 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; (3) our Shaolin Wellness Center and Chinese Tea Room at the Kingbridge Centre in Toronto, Canada; (4) the DotCom Film Festival; and (5) the MDG Awards Program and internationally broadcast gala event on behalf of and in association with the United Nations.     - 6 -    BIDGIVE INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited) MARCH 31, 2008    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.  Earnings (Loss) per Share  Basic earnings (loss) per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the periods presented. Diluted earnings per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares and common share equivalents during the periods presented, as long as such equivalents are not antidilutive.  NOTE 2 CONVERTIBLE DEBT AND COMMON STOCK SUBJECT TO RECISSION RIGHTS  In the first quarter of 2008 the Company issued one (1) short-term convertible debt note to an existing shareholder for a period of six (6) months at 8% interest per annum and a $0.50 conversion price. No convertible debt was issued in 2007. During 2006 the Company issued short-term convertible debt to existing shareholders and officers in order to fund operations.  The notes are due in six to twelve months from the date of issuance, require no monthly payments, and bear interest 6% to 10% per annum. The notes are convertible to common stock at share prices ranging from $1.25 to $1.75. Accordingly, the Company has not recorded any additional interest related to beneficial conversion features. Interest totaling $20,735 at March 31, 2008 has been accrued on the notes. Notes coming due prior to March 31, 2008 have been extended between three and six monthsand accordingly, all notes have been classified as short-term. Six convertible noteholders elected to convert eight (8) of the outstanding convertible notes totaling $60,740 in initial principal amounts plus accrued interest when the notes became due during the first quarter period ending March 31, 2007, resulting in issuance of 49,290 shares of the companys restricted common stock.  During 2004, the Company issued 32,400 shares of common stock in a private placement after filing a registration statement on Form SB-2 with the Securities and Exchange Commission. These shares were issued in reliance upon claimed exemptions from registration, which, in retrospect may not be available. As a result, the purchasers of these shares may have rescission rights for recovery of the purchase price paid for the shares along with claims for interest, if any.  Accordingly, the issuance   - 7 -   BIDGIVE INTERNATIONAL, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued) (Unaudited) MARCH 31, 2008   of 32,400 shares for $40,500 has been recorded as common stock subject to rescission rights on the balance sheet. Since the convertible notes were also issued in reliance upon implied exemptions from any type of registration, the issuance of the convertible notes payable may also be subject to rescission immediately, or more appropriately stated, due on demand. Since the notes are short-term they have been classified as current on the balance sheet in the same manner as notes due on demand.  NOTE 3 REVENUE RECOGNITION  The financial statements are prepared based on the accrual method of accounting.  The Company recognizes revenues when it receives funds from vendors, 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 receives, which is recognized as revenue when services have been performed and milestones achieved, when applicable. Revenue is generally realized when persuasive evidence that an arrangement exists, delivery has occurred or services have been rendered, the Companys selling price is fixed and determinable, and collectability is reasonably assured. Deferred revenue for marketing and management services is recorded when payments are received in advance of substantial completion of services which may include the production of promotional materials and advertising.   Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.  The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the Company's Condensed Consolidated Financial Statements and related Notes.  SAFE HARBOR REGARDING FORWARD LOOKING STATEMENTS 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.   - 8 -   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 was a wholly-owned subsidiary of Rolfe Enterprises, Inc., with the Company surviving the Reincorporation Merger. The purpose of the Reincorporation Merger was to convert Rolfe Enterprises, Inc. from a Florida corporation to a Delaware corporation and to change its name to BidGive International, Inc.  On December 4, 2003, we acquired all of the business and assets of BidGive Group, LLC (BidGive) through the merger (the Acquisition Merger) of BidGive with and into a wholly-owned subsidiary of Rolfe Enterprises, Inc., with the subsidiary as the surviving corporation. The assets which we acquired in the Acquisition Merger consist of a development stage discount certificate business, the related website, and related proprietary technology. We intend to use the assets we acquired in the Acquisition Merger to further develop operations of an e-commerce website through which we will offer and sell discount shopping, dining and travel certificates, and numerous other products and services as opportunities arise.  During 2005, the Company acquired a majority interest in MPublishing, LLC, a newly formed entity created for the purpose (among other things) of producing and publishing the magazine M.  In the first quarter of 2006, AMS transferred its 20% ownership interest in 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.  Our consolidated revenues were $3,802 for the three months ended March 31, 2008 (unaudited).  We derive our revenues from the sale of marketing brochures, and our project and program development and management services.  Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007  Revenues.  Our revenues decreased to $3,802 during the three months ended March 31, 2008 from $75,791 during the three months ended March 31, 2007.  The decrease in revenue from 2007 was due to the discontinuation and sale of MPublishings operations, and the restructuring of BidGives operations and development and launch of new programs and projects, discussed below.  Selling, general and administrative expenses.  Our selling, general and administrative expenses decreased $47,742 or 63% to $28,592 during the three months ended March 31, 2008 from $76,334 during the three months ended March 31, 2007.  The decrease was primarily due to reduced sales activity and business operations, including lower production costs associated with the sale of the magazine operations.  Net income/loss.  The net loss was $28,707 during the three months ended March 31, 2008 compared to a net loss of $31,438 during the three months ended March 31, 2007. The loss was primarily due to sales, general and administrative expenses exceeding revenues as the Company continues to expend monies for restructuring and expanding operations.  Accounts Payable and Accrued Liabilities. Our accounts payable and accrued liabilities increased $11,368 or 5% to $261,558 at March 31, 2008 compared to $250,190 at December 31, 2007. The increase consisted primarily of increased credit card debt.  Liquidity and Capital Resources  For the three months ended March 31, 2008, the Companys consolidated balance sheet reflects current and total assets of $9,898 in comparison to $2,055 for December 31, 2007, and current liabilities of $407,309 for March 31, 2008 in comparison to $370,759 for December 31, 2007.  The increase in current liabilities is due to   - 9 -  the increase in short term convertible debt of $10,000 and credit card debt.  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 expansion plans to the extent they can be financed with ongoing operations, proceeds provided by joint venture partners, and debt financing.  Plan of Operations  We plan to continue our efforts expanding our new 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; (3) our Shaolin Wellness Center and Chinese Tea Room at the Kingbridge Centre in Toronto, Canada; (4) the DotCom Film Festival; and (5) 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 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.  The Company has contracted with the Shaolin Monks of Henan, China to develop and market a Shaolin for the Corporate Warrior training program, and to also develop a permanent physical health and wellness training site in Toronto, Canada.  A four star corporate retreat near Toronto, the Kingbridge Centre, has contracted with the Company to further develop and market the Shaolin for the Corporate Warrior training program through its staff to their corporate clients and to transform the Kingbridges existing standard spa into the Shaolin Wellness Centre beginning June 2008. Working with the Shaolin and the Kingbridge, the Company is designing the program and facility to meet the needs and desires of the business person. In addition to the training program and wellness center, BidGive will also develop and operate with the Shaolin a traditional Chinese tea house at the Kingbridge, the Shaolin Tea House, which will serve as the prototype and proving ground for the potential roll-out of stand alone Shaolin Tea Houses across North America.  BidGive and its partners have developed an interactive DVD/Board Game and associated website, the DotCom Film Festival Board Game and the DotCom FilmFestival (DCFF) website, www.mydcff.com that is a unique user-generated second generation video website, which generates revenues from advertising and user fees.  Part of the proceeds of which will benefit the Screen Actors Guild Foundation (SAGF), participating film schools, film school charities, and local not-for-profits such as community theaters, as well as United Nations selected international organizations such as FilmAid. The website containing professional and user-generated video content is under development with completion scheduled for July 2008.   - 10 -   BidGive is also developing and operating the UN Millennium Development Goals Awards Program (the MDG Awards). Pursuant to an initial Memorandum of Understanding, the UN has tapped BidGive to be co-manager and co-executive producer for the inaugural UN MDG Awards program and international ceremony (designed as a cross between the Academy Awards and the Kennedy Center Honors).  A final contract is being prepared establishing BidGives rights and responsibilities, including responsibility to manage the entire MDG Awards Program and oversee the international ceremony and broadcast production contractors.  BidGive is to receive a management fee, as well as a potential bonus based on the success of the broadcast and program.  MDG stands for Millennium Development Goals, which are the eight goals espoused by the United Nations necessary to make the world a better place, and includes the eradication of AIDS, famine and war by 2015.  The MDG Awards Program is designed to bring the worlds awareness to the MDGs and to solicit support and participation for same. The Awards trophy will be a small-scale representation of the William Ho One Heart Beat sculpture, which was recently unveiled at the United Nations headquarters in Geneva.  Part of the Companys responsibilities will be to raise sponsorship funds for the Awards and ceremony from the international community. The MDG Awards Program (www.UN-MDGAwards.org) is being designed and developed to not only bring recognition to the thousands of organizations around the world tirelessly working to achieve the MDGs, but to also garner these entities international support, including financial funding.  Events Subsequent to March 31, 2008  None.  Off-Balance Sheet Arrangements  During the three months ended March 31, 2008, the Company had no off balance sheet arrangements.  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 in an effort 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 office and principal accounting officer also concluded that our disclosure controls and procedures were effective as of March 31, 2008 to provide reasonable assurance of the achievement of these objectives.  Changes in Internal Control over Financial Reporting   - 11 -   There was no change in the Company's internal control over financial reporting during the quarter ended March 31, 2008, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.   Recent Accounting Pronouncements  In February 2007, the Financial Accounting Standards Board (FASB) issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment to FASB Statement No. 115. This statement permits companies to choose to measure many financial instruments and other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement of accounting for financial instruments. This statement applies to all entities, including not for profit. The fair value option established by this statement permits all entities to measure eligible items at fair value at specified election dates. This statement is effective as of the beginning of an entitys first fiscal year that begins after November 15, 2007.  The Company is currently assessing the impact adoption of SFAS No. 159 will have on its consolidated financial statements.  In December 2006, the FASB issued SFAS No. 157 Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure about fair value measurements.  The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability; that is, the principal or most advantageous market for the asset or liability.  It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset. The provisions are effective for fiscal years beginning after November 15, 2007.  The Company is currently assessing the impact of the statement.  In December 2007, the FASB issued SFAS No.141 (revised 2007), Business Combinations, SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements.  These statements aim to improve, simplify, and converge internationally the accounting for business combinations and the reporting of noncontrolling interests in consolidated financial statements.  The provisions of SFAS No. 141 (R) and SFAS No. 160 are effective for our fiscal year beginning January 1, 2009.  The Company is currently assessing the impact of these statements.  None of these 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 2.      Unregistered Sales of Equity Securities and Use of Proceeds  None   - 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).  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,   - 13 -  dated January 27, 2003 (filed as Exhibit 10.7 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on July 28, 2004, and incorporated herein by reference).  10.8 Agreement between BidGive and Data Mountain Solutions, dated December 2, 2003. (filed as Exhibit 10.8 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on October 5, 2004, and incorporated herein by reference).  10.9 Form of BidGive International, Inc. confidentiality agreement for Independent Sales Consultants (filed as Exhibit 10.4 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on July 28, 2004, and incorporated herein by reference).  10.10 Form of BidGive International advertising participation agreement (filed as Exhibit 10.10 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on October 5, 2004, and incorporated herein by reference).  21.1 Subsidiaries of BidGive International. (filed as Exhibit 21.1 to BidGive Internationals Preliminary Registration Statement on Form SB-2 filed on October 5, 2004, and incorporated herein by reference).  31.1 Certification of Chief Executive Officer of BidGive International, Inc. Pursuant to Rule 13a-14(a)/15d-14(a).*  31.2 Certification of Chief Financial Officer of BidGive International, Inc. Pursuant to Rule 13a-14(a)/15d-14(a).*  32.1 Certification of Chief Executive Officer of BidGive International, Inc. Pursuant to 18 U.S.C. Section 1350.*  32.2 Certification of Chief Financial Officer of BidGive International, Inc. Pursuant to 18 U.S.C. Section 1350.* __________ (*) Filed herewith.                        - 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:  May 20, 2008  By: /s/ James P. Walker, Jr., President and Chief Executive Officer Dated:  May 20, 2008 By: /s/ Rebecca Richardson-Blanchard Interim Chief Financial Officer     - 15 -