UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-K
 (Mark
One)
 
 x
              Annual
      Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of
      1934
  For the
Fiscal Year Ended December 31, 2009
 
 o
              Transition
      Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of
      1934
 
 For the
transition period from _______________ to _______________
 
 Commission
File Number:   000-53373
 
 RxBids
 (Exact
name of registrant as specified in its charter)
 
 Nevada
              20-1226081(State
      or other jurisdiction of
              (I.R.S.
      Employerincorporation
      or organization)
              Identification
      No.)
  9050
W. Warm Springs Rd #12-2129, Las Vegas, Nevada 89148
 (Address
of principal executive offices)   (Zip Code)
 
 Registrant's
telephone number, including area code:   (702) 540-2222
 
 Securities
registered pursuant to Section 12(b) of the Act:
 None
 
 Securities
registered pursuant to Section 12(g) of the Act:
 Common Stock, $0.01 par
value
 
 Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.
 Yes o   No
x
 
 Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act.
 Yes o   No
x
 
 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 1934during the preceding 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
o
 
 Indicate
by checkmark whether the registrant has submitted electronically and posted on
its corporate Website, 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 o  No o
 
 Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form
10-K. o
 Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company.
 
 Large
      accelerated filer
              o
              Accelerated
      filer
              oNon-accelerated
      filer
              o
              Smaller
      reporting company
              x(Do
      not check if a smaller reporting company)
 
 Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 Yes o   No
x
 
 The
aggregate market value of the voting stock held by non-affiliates of the
registrant based on the closing sales price, or the average bid and asked price
on such stock, as of June 30, 2009, the last business day of the registrant’s
most recently completed second quarter, was $-0-.  Shares of the
registrant’s common stock held by each executive officer and director and by
each entity or person that, to the registrant’s knowledge, owned 10% or more of
registrant’s outstanding common stock as of June 30, 2009 have been excluded in
that such persons may be deemed to be affiliates of the
registrant.  This determination of affiliate status is not necessarily
a conclusive determination for other purposes.
 
 The number of shares of the
registrant’s common stock outstanding as of March 30, 2010 was
5,274,400.
 
 DOCUMENTS
INCORPORATED BY REFERENCE
  A description of "Documents
Incorporated by Reference" is contained in Part IV, Item 15.
  
  RxBids
 
 TABLE
OF CONTENTS
  PagePART
      IItem
      1.
                
                Business
                
                3Item
      1A.
                
                Risk
      Factors
                
                6Item
      1B.
                
                Unresolved
      Staff Comments
                
                10Item
      2.
                
                Properties
                
                10Item
      3.
                
                Legal
      Proceedings
                
                11Item
      4.
                
                Removed
      and Reserved
                
                11PART
      IIItem
      5.
                
                Market
      for Registrant’s Common Equity, Related Stockholder Matters and
      IssuerPurchases
      of Equity Securities
                
                11Item
      6.
                
                Selected
      Financial Data
                
                13Item
      7.
                
                Management's
      Discussion and Analysis of Financial Condition and Resultsof
      Operations
                
                13Item
      7A.
                
                Quantitative
      and Qualitative Disclosures About Market Risk
                
                15Item
      8.
                
                Financial
      Statements and Supplementary Data
                
                15Item
      9.
                
                Changes
      in and Disagreements with Accountants on Accounting and \ Financial
      Disclosure
                
                16Item
      9A(T).
                
                Controls
      and Procedures
                
                16Item
      9B
                
                Other
      Information
                
                18PART
      IIIItem
      10.
                
                Directors,
      Executive Officers and Corporate Governance
                
                18Item
      11.
                
                Executive
      Compensation
                
                19Item
      12.
                
                Security
      Ownership of Certain Beneficial Owners and Management and
      RelatedStockholder
      Matters
                
                19Item
      13.
                
                Certain
      Relationships and Related Transactions and Director
      Independence
                
                21Item
      14.
                
                Principal
      Accounting Fees and Services
                
                21PART
      IVItem
      15.
                
                Exhibits,
      Financial Statement Schedules
                
                22Signatures
                
                36
  2
  PART
I
 
 Item
1. Business.
 
 Business
Development
 
 History
 
 RxBids incorporated in Nevada on June
8, 2004 for the purpose of offering money savings for individual consumers on
prescription medications.
 
 On June 8, 2007, we commenced an
initial public offering of a maximum 2,000,000 shares of our common stock at the
offering price of $0.25 per share, with a minimum offering of 400,000
shares.  The offering was registered and sold exclusively in the State
of Nevada pursuant to Regulation D, Rule 504 under the Securities Act of
1933.  We closed the offering on December 27, 2007 having sold 414,400
shares for gross proceeds of $103,600.
 
 On August 15, 2008, we filed a
registration statement with the SEC on Form 10 under the Securities Exchange Act
of 1934.  The registration statement became effective and comment free
on November 13, 2008.  As a reporting company under the Exchange Act,
we are obligated to file with the SEC certain interim and periodic reports,
including an annual report containing audited financial statements.
 
 Our principal executive offices are
located at 9050 W. Warm Springs Rd #12-2129, Las Vegas, Nevada 89148 and our
telephone number is (702) 540-2222.
 
 Current
Business Activities
 
 Business
of RxBids
 
 We maintain a website (http://rxbids.com)
that allows an individual the opportunity to put their medical prescription “up
for bid” and have multiple pharmacies bid down the price of a
prescription.  We accept hard copy prescriptions from doctors that can
be called in, faxed or mailed by the physicians.  Patients must mail
their original prescription to RxBids.  Once the prescription has been
verified to be correct and authentic, it is assigned an identification number to
protect the individual patient’s identity.  Next, we post the
prescription on our website allowing licensed pharmacies to bid on
it.  An individual’s information is secured and protected until a
bidding pharmacy wins the lowest bid.  Once the bidding has timed out,
the pharmacy posting the lowest bid price is awarded the individual’s
information and will fill the prescription.
 
 RxBids is not an on-line pharmacy,
rather we act as a conduit between consumers and pharmacies.  We do
not act as a supplier nor do we handle or sell prescription drugs, although we
work with several independent pharmacies.  Account creation for
individuals is simple and there is no cost to sign up.  There is no
charge for pharmacies to sign up for bidding, but each pharmacy must be in good
standing with its individual state board of pharmacies and be licensed in the
state where they will be filling and shipping
prescriptions.   Also, each pharmacy must maintain a toll-free
telephone number so that individuals may contact them during normal business
hours.  By affiliating with several pharmacies that will submit bids
on prescriptions, RxBids is able to offer consumers the opportunity to fill
prescriptions at the lowest possible cost.
 
 We have completed initial development
of our website and have experienced and we continue to monitor and update the
site as necessary.  Monthly maintenance costs for the site are
approximately $750 payable to Rack Space.
 
 RxBids receives a fee of 10% of the
gross sales amount of the total price of prescriptions filled direct from the
pharmacy that wins the bid and fills a customer’s
prescription.  Pharmacies bidding on customer prescriptions build the
10% fee into their bids and pay the fee directly to RxBids.  We do not
receive a direct payment of any form from customers.
 
 As “traffic” to our website increases,
we intend to solicit other business to advertise on the RxBids website with
their own advertising content.  Currently we do not receive any
compensation from other businesses advertising on the site and cannot, with any
certainty, predict when or if such revenues will develop.
  3
  Marketing
 
 Management believes we must market our
name and introduce our services to a broad segment of the population to be
successful.  We have advertised in the southwest portion of the United
States, specifically in Nevada, California and Arizona. We plan to launch a
series of one and two minute television ads to promote our name and services and
to seek direct response. These ads will be aired during demographically
determined programming and offer the viewer the option to respond online or by
telephone.  Management believes that these ads will help RxBids to be
identified as a name brand in the online prescription space.  We are
also exploring other methods to brand our name and promote use of our website
including additional media campaigns, radio, print and a TV
infomercial.  In addition to generating potential sales, management
believes that the advertising campaign will increase name exposure enabling our
marketing efforts to be successful.
 
 We expect our marketing efforts to take
two different, but related directions, each intended to enhance the
other.  We will pursue both new customers and additional suppliers
(pharmacies).  Management believes that as our customer base
increases, a larger number of pharmacies will recognize the opportunity to reach
additional customers. As new pharmacies sign on to be RxBids suppliers, we
expect more aggressive pricing and lower costs to the customers.
 
 Because of consumer concerns about
increasing healthcare costs, we believe consumers are becoming more cost
conscious and are looking to save on prescriptions.  In an effort to
keep insurance costs low, many groups have cut or eliminated the prescription
drug benefit as part of their group health plan.  Management believes
that we can assist members of these groups in securing lower prescription
costs.  Accordingly, we plan to make presentations to employee groups,
fraternal organizations and professional trade groups in order to attract new
customers.
 
 To introduce our services to
prospective pharmacies, we intend to use direct contact, direct mail and print
ads in trade publications.  To date we have secured nine pharmacies to
participate in bidding on consumer prescriptions.  Management believes
that nine pharmacies are adequate given the number of customers that currently
use the site.  As more customers sign up, we anticipate launching a
direct mail campaign together with personal contact, which is how we solicited
current participating pharmacies. We currently have no plans to add new
pharmacies until additional business develops.
 
 Backlog
 
 We currently do not have a backlog for
any of our services.
 
 Proprietary
Rights
 
 We have secured a registered trademark
for RxBids® and RxBids.com.  We also intend to apply for additional
trademarks or patents for intellectual property associated with our software,
but no determination has been made as to what extent the software can be
protected.  We will continue to pursue additional protections for our
intellectual property as we develop new software and as funds
permit.
 
 Research
and Development
 
 Research and development costs related
to our website, software and proprietary technology are booked as incurred and
included in operating expenses. Research and development costs totaled
approximately $-0- and $50,579 for 2009 and 2008, respectively.  For
the current fiscal year ending December 31, 2010, we anticipate spending
approximately $-0- for research and development, primarily relating to the
operational functionality, look and feel of our website.  These
services were performed by our website developer SBS-TECH of New Delhi,
India.  We do not anticipate the need for any material changes in the
website in the foreseeable future.
 
 Employees
 
 We currently do not have any employees
on salary.  The company’s President, Mack Bradley handles all
operations and elements of the business.  We may find it necessary to
periodically hire part-time clerical help on an as-needed basis.  As
we are able to sign up more pharmacies and customers, we intend to add
additional employees as business warrants, however, management does not foresee
any immediate need to add employees.
  4
 
 We do not have any employment
contracts, there are no collective bargaining agreements and none are
anticipated in the immediate future.  As future business dictates and
employees are added, management will evaluate various types of benefits for
employees, but benefits will be offered only at such time in the future when
justified by revenues.
 
 Competition
 
 We face competition from a variety of
sources including traditional pharmacies, Internet and mail order pharmacies,
both domestic and foreign.  Our primary competition includes major
national, regional and local pharmacies such as Walgreen’s, Wal-Mart, Costco,
Rite Aid and CVS.  All of these companies are larger, better
capitalized, have longer operating histories and will be in direct competition
with us unless we can build a strategic alliance with one or more of these
companies, whereby they become “bidding pharmacies.” We have not attempted, and
no attempt is anticipated, to approach any of these major companies until we
have a sufficient client base to attract large pharmacies to bid on our
customers’ prescriptions.
 
 We are aware of one competing website
that does online prescription auctions.  BidRx is a private company
that operates a secure Internet website that links consumers with pharmacies,
manufacturers, prescribers and payers.  Because of the relative ease
of entry into this business, we believe that other competitors could enter the
marketplace at any time.
 
 Because of the large number on Internet
pharmacies to choose from, there exists considerable competition to the price
conscious buyer.  However, because some of these businesses operate
from anonymous locations, both inside and out of the United States, there may be
safety concerns about the source and quality of the drugs offered through these
sites.  Also, many mail order pharmacies currently operate outside the
United States, which may give rise to the same safety concerns.  Our
goal is to distinguish RxBids from these online and mail order pharmacies and
our future success or failure may depend upon our ability to set RxBids apart
from online and mail order pharmacies.  Also, the large number of
foreign pharmacies will offer substantial competition.
 
 Facilities
 
 We currently use as our principal place
of business, an office in the home of Mack Bradley, President and director,
located at 9050 W. Warm Springs Rd. #12-1229, Las Vegas, Nevada
89148.  Mr. Bradley is not charging the company rent for this
location.   Management believes the facilities are adequate of
current operations, but will consider expanding or securing additional
facilities as business warrants and necessary funds are available.
 
 Government
Regulations
 
 The Food and Drug Administration, as
well as various other federal and state agencies tightly regulate marketing and
selling prescription drugs.  In the opinion of management, the burden
to conform to these regulations lies with the pharmacies.  RxBids is
not a drug manufacturer, pharmacy or seller of
 pharmaceutical
supplies, but rather we act as a facilitator between the consumer and the
pharmacy.  Accordingly, we do not believe that our company is subject
to the same regulations as a pharmacy.  We also believe that we are in
compliance with applicable regulations that apply to businesses operating an
Internet website.
 
 Industry
Segments
 
 No information is presented regarding
industry segments.  We are a development stage company engaged in
providing consumers the opportunity to obtain prescription drugs at a lower
price.  Reference is made to the statements of income included in this
Form 10-K for a report of our operating history for the past two fiscal
years.
 
 5
  Item
1A. Risk
Factors
 
 Risk
Factors Related to Our Business
 
 We are subject to certain substantial
risks inherent in our business and set forth or referred to
herein.  Before considering an investment in our common stock,
prospective investors should carefully consider, among other potential risks,
the following risk factors as well as all other information set forth or
referred to herein.  An investment in our shares involves a high
degree of risk. If any of the following events or outcomes  occur,
business operating results and financial condition would likely
suffer.  As a result, the trading price of our common stock, if a
public market develops, would likely decline and an investor may lose all or
part of the money they invested in our shares.
 
 We
have a limited operating history and have not recorded revenues or profits since
inception.  Continuing losses may exhaust capital resources and force
us to discontinue operations.
 
 Since inception in 2004, we have
focused on developing our website and launching a marketing campaign. We are
considered a development stage company, which are inherently more risky than
established companies.  Because we do not have an earnings history and
no assurance can be given that future revenues will develop, our potential
profitability is questionable.  Should costs exceed management
expectations or revenues fall short of projections, our future would be
questionable.
 
 The
success of future operations depends on our ability to generate revenues from
consumers using our website to purchase their prescriptions, which may be
subject to many factors.
 
 Our website has only recently become
operational and the ability to generate revenues and profits in the future
depends on many factors, including the following:
 ·
                Our
      ability to sign a sufficient number of pharmacies to be RxBids suppliers
      that will give prospective customers the opportunity to receive the lowest
      possible price for their
prescriptions;
 
 ·
                our
      ability to introduce our service to consumers and have them sign up to use
      the website;
 
 ·
                our
      ability to develop new advertising marketing strategies to attract new
      suppliers and consumers;
 
 ·
                our
      ability to compete with existing and new entities that offer the same or
      similar services, including, but not limited to on-line
      pharmacies;
 
 ·
                the
      costs of maintaining and expanding operations;
  and
 
 ·
                our
      ability to attract and retain a qualified work
  force.
 
 There can be no assurance you that we
will achieve or maintain any of the foregoing factors or realize profitable
operations in future.
 
 We
have not made an independent market analysis related to our services and there
can be no assurance that the business will be successful.
 
 Our founder and current President, Mack
Bradley, envisioned the need for a service offering customers a competitive
environment purchasing prescriptions.  However, he did not perform a
feasibility study nor did he commission anyone else to do so. Because there has
not been a market analysis made for our business, we have no evidence to support
the potential demand for our services or that our business can be
successful.
 
 Future
operating results are difficult to predict.
 
 We may experience significant
quarter-to-quarter fluctuations in revenues and net income
(loss).  Initially, we will be dependent on the number of pharmacies
and consumers that use our service, which may fluctuate greatly during the
year.   Thus, we believe that quarter-to-quarter comparisons of
historical operating results will not be a good indication of future
performance.  It is likely that in some future quarter, operating
results may fall below expectations of securities analysts and investors, which
would have negative impact on the price of our common stock.
 
 6
  We
must recognize and successfully address our competition if we are to
succeed.  If we are unable to compete with other companies offering
the same or similar services, our business would likely fail.
 
 Management is aware of one other
company, BidRx, offering online prescription auctions.  BidRx is a
private company and operates an Internet website. However, we realize that
because of the ease of entry into our business due to the low cost of website
development and the ability to operate without inventory, other competitors
could enter the marketplace at any time and could add to our
competition.
 
 We are in direct competition with many
national, regional and local pharmacies such as Walgreen’s, Wal-Mart, Costco,
Rite Aid and CVS.  Without exception all of these companies are better
capitalized, have longer operating histories and will be competing with us
unless we can build a strategic alliance with one or more of these companies and
have them become “bidding pharmacies.”  We will not attempt to
approach any of these companies until we have a sufficient client base to
attract large pharmacies to bid on prescriptions.  There are also
numerous Internet pharmacies and mail order pharmacies that are in direct
competition with RxBids. Many of these pharmacies are small, little known
companies, some of which operate outside the United
States.  Management believes that the uniqueness of RxBids’ auction
process to attain a lower price for consumers makes it possible for us to
compete with many of these companies.  However, if we fail to address
competitive developments quickly and effectively, we will not be able to grow
our business or remain a viable entity.
 
 Government
regulations and stringent controls may be costly and time consuming as we
develop our website and business.
 
 The pharmaceutical industry is one of
the most regulated industries in the United States.  Management has
secured the permission of the Nevada State Pharmaceutical Board to operate in
Nevada. We have not sought to move into other states, but believe that we are
not subject to regulation of any state or federal agency because we are not a
pharmacy or a manufacturer of drugs.  There is a possibility that
state or federal agencies could challenge this position, which could be
financially devastating and could result in substantial legal costs or in our
discontinuing operations.
 
 Our
business is highly dependent on computers and the Internet and any sustained
interruption due to technical difficulties would be costly and have a negative
affect on results of operations.
 
 Computers and the Internet play an
integral active role in our business.  If we experience a serious
computer malfunction or a sustained disruption of our Internet service, our
business would be negatively and severely impacted.   In the
event of a serious computer malfunction, we could lose important work and client
records that could result in a loss of revenues, lost billings and/or legal
actions against our company.
 
 We
may be unable to protect our software or intellectual property adequately or
cost effectively.
 
 RxBids has a registered trademark for
its identity, but currently has no other protection for its intellectual
property.  Our future success depends, in part, on our ability to
protect and preserve proprietary rights related to our
software.   We are pursuing protection for that portion of our
business that can be protected, namely the portion of our software that is or
may be proprietary.  We will endeavor to protect our proprietary
intellectual property to the extent of our limited resources.  We will
continue to pursue additional protections for our intellectual property as we
develop new software and related products and enhance existing
products.  Enforcing intellectual property rights could be costly and
time-consuming and could distract management’s attention from operating business
matters.
 
 Our
intellectual property may infringe on the rights of others, resulting in costly
litigation.
 
 In recent years, there has been
significant litigation in the United States involving patents and other
intellectual property rights, particularly the filing of suits alleging
infringement of intellectual property rights.  Other companies or
individuals may allege that our software and programs infringe on their patents
or other intellectual property rights.  Litigation, particularly in
the area of intellectual property rights, is costly and the outcome is
inherently uncertain.  If we become engaged in such litigation and
lose, we could be liable for substantial damages, be forced to revise our
software, discontinue the use of the subject matter in question, obtain a
license to use those rights and/or develop non-infringing
alternatives.  Any of these results would increase cash expenditures
and adversely affect our financial condition.  Should we become
involved in such a suit, there is no way to determine the outcome.
 
 7
  We
do not carry liability insurance and any action or suit against our company
could result in substantial expense and loss.
 
 We do not carry product liability or
general business liability insurance.   Management believes that
liability insurance is not available at a cost that we could presently
afford.  Given the litigious nature of American business, lawsuits are
possible. The potential risk to our company and stockholders is impossible to
determine. Management believes that liability rests clearly with the pharmacies
and doctors who prescribe and distribute the medications. However, any lawsuit
against us could result in substantial expenses and could be financially
devastating in the event we would lose.
 
 Our
future success depends on retaining key employees and hiring and assimilating
new key employees.
 
 Our officers and directors are
experienced in various aspects of the business, but none have had any direct
experience in an online auction site.  In order to achieve success, we
must retain our current officers and also be able to attract new, qualified
personnel as needed.  We anticipate securing key employees by using
employment contracts, although we currently have no such
agreements.  Our ability to attract and retain key personnel is
influenced by a variety of factors, including compensation, which could be
adversely affected by our financial or market performance.  It would
be difficult for us to replace key individuals. Additionally, as we grow we will
need to hire additional qualified key personnel.  We may not be able
to identify and attract high quality employees or successfully assimilate new
employees into our existing management structure.
 
 Management will devote only minimal
time to company business.
 
 Our officers and directors have other
obligations and demands upon their time and efforts.  Until such time
as business warrants, we must rely on part-time management that could result in
a conflict of interest.  Management will endeavor to resolve such
conflicts in favor of the company to insure ultimate success, but potential
investors in our shares should weigh the impact of such conflicts.
 
 We
may not be able to manage future growth effectively, which could adversely
affect our operations and financial performance.
 
 The ability to manage and operate our
business as we execute our development and growth strategy will require
effective planning.  Significant rapid growth could strain management
and internal resources that could adversely affect financial
performance.  We anticipate that future growth could place a
significant strain on personnel, management systems, infrastructure and other
resources.  Our ability to manage future growth effectively will
require attracting, training, motivating, retaining and managing new employees
and
 continuing
to update and improve operational, financial and management controls and
procedures.  If we do not manage growth effectively, our operations
could be adversely affected resulting in slower growth and a failure to achieve
or sustain profitability.
 
 If
we are unable to raise additional capital in the future, we may not be able to
achieve our desired operating objectives and our business could
fail.
 
 The survival of our company may, at
some time, depend upon additional financing.  No assurance can be made
that such financing would be available on acceptable terms or at
all.  Any future financing may be in the form of debt or
equity.  Debt financing could be a loan from an individual or
financial institution.  Such loans could put us at risk for amounts
greater than its assets and, if such a loan is not promptly repaid, could result
in bankruptcy.  In such case, our common stock would most likely
become worthless.  Equity financing could take the form of either a
private placement or a secondary public offering.  No assurance can be
given that such an offering would be successful if attempted.  Even if
such an offering were to be successful, our existing stockholders would most
likely experience additional dilution.
 
 As
a reporting company under the Securities Exchange Act of 1934, our cost of doing
business is increased significantly because of necessary expenses, including
compliance with SEC reporting requirements.
 
 To comply with Exchange Act
regulations, in particular, the Sarbanes-Oxley Act of 2002, we incur significant
legal, accounting and other expenses.  Sarbanes-Oxley and other rules
implemented by the SEC, require management to assess its internal controls over
financial reporting and require auditors to attest to that
assessment.  Current regulations require us to include this assessment
and attestation in our annual report on Form 10-K.
  8
 
 Management must invest significant time
and energy to stay current with requisite reporting responsibilities of the
Exchange Act, which limits the time they can apply to other tasks associated
with operating company business.  Management estimates that compliance
with the Exchange Act reporting requirements will cost in excess of $25,000
annually.  This is in addition to other cost of doing
business.  It is important that we maintain adequate cash flow, not
only to operate our business, but also to pay the legal and accounting costs
associated with reporting requirements.  If we fail to address these
costs as incurred, we could become delinquent in our reporting obligations and
our shares may no longer be qualified for quotation on a public market, if one
should develop. Further, investors may lose confidence in the reliability of our
financial statements causing our stock price to decline.
 
 Our auditors have expressed a going
concern opinion.
 
 Our independent auditors include a
statement in their report to our financial statements that certain matters
regarding the company raise substantial doubt as to our ability to continue as a
going concern.  Note 2 to the financial statements states that our
ability to continue as a going concern is dependent upon our ability to obtain
adequate capital to fund operating capital until we attain
profitability.  The financial statements do not include any
adjustments that might be necessary if we are unable to continue as a going
concern.
 
 Risks
Relating to Ownership of Our Common Stock
 
 There
is not currently, nor has there ever been, a public trading market for our
common stock
 
 ACAP Financial, Inc., Salt Lake City,
Utah, has made an initial application to the Financial Industry Regulatory
Authority to have our shares quoted on the OTC Bulletin Board
(“OTCBB”).  Inclusion on the OTCBB permits price quotations for our
shares to be published by that service.  RxBids has been assigned the
trading symbol “RXBD,” but there is not currently any price quote for our shares
and we do not anticipate a substantial public trading market in our shares in
the immediate future.  There can be no assurance that a public trading
market will develop in the future or, that if a market does develop, that it can
be sustained.
 
 Only companies that report their
current financial information to the SEC may have their securities included on
the OTCBB. Therefore, we must keep current in our filing obligations with the
SEC, including periodic and annual reports and the financial statements required
thereby.  In the event that we become delinquent in our filings or
otherwise lose our status as a "reporting issuer," quotation of our shares on
the OTCBB would be jeopardized.
 
 A number of states require that an
issuer's securities be registered in their state or appropriately exempted from
registration before the securities are permitted to trade in that state.
Presently, we have no plans to register our securities in any particular
state.  Whether stockholders may trade their shares in a particular
state is subject to various rules and regulations of that state.
 
 In
the event our shares are quoted in a public market, the stock price may be
volatile and subject to numerous factors.
 
 There can be no assurance that our
shares will be accepted for trading on the OTCBB or other recognized trading
market, or that if they are, there will be an active trading market for the
shares.  Accordingly, it could be difficult for holders of our common
stock to liquidate their shares.  Any trading market that may develop
will most likely be very volatile and subject to numerous factors, many beyond
our control.  Some of the factors that may influence the price of our
shares are:
 ·
                our
      failure to achieve and maintain
profitability;
 
 ·
                changes
      in earnings estimates and recommendations by financial
      analysts;
 
 ·
                actual
      or anticipated variations in our quarterly and annual results of
      operations;
 
 ·
                changes
      in market valuations of similar
companies;
 
 ·
                announcements
      by us or our competitors of significant contracts, new products or
      services, acquisitions, commercial relationships, joint ventures or
      capital commitments;
 
 ·
                the
      loss of a significant supplier; and
 
 ·
                general
      market, political and economic
conditions.
  9
  In the past, following periods of
extreme volatility in the market price of a company's securities, securities
class action litigation has often been instituted. A securities class action
suit against us could result in substantial costs and divert our management's
time and attention, which would otherwise be used to benefit our
business.
 
 Directors and certain principal
stockholders hold effective voting control of our company.
 
 Directors and a small number of
principal stockholders own approximately 63.7% of our outstanding shares of
common stock.  These persons have the ability to exert significant
control in matters requiring a stockholder vote and may have interests that
conflict with other stockholders.  As a result, a relatively small
number of stockholders, acting together, have the ability to control all matters
requiring stockholder approval, including the election of directors and approval
of acquisitions, mergers and other significant corporate
transactions.  This concentration of ownership may have the effect of
delaying, preventing or deterring a change in control of our company. It could
also deprive stockholders of an opportunity to receive a premium for their
shares as part of a sale of our company and it may affect the market price of
our common stock.
 
 We
do not expect to pay dividends in the foreseeable future, which could make our
stock less attractive to potential investors.
 
 We anticipate that we will retain any
future earnings and other cash resources for operation and business development
and do not intend to declare or pay any cash dividends in the foreseeable
future.  Any future payment of cash dividends will be at the
discretion of our board of directors after taking into account many factors,
including operating results, financial condition and capital
requirements.  Corporations that pay dividends may be viewed as a
better investment than corporations that do not.
 
 Trading
in shares of our common stock will most likely be subject to certain "penny
stock” regulation that could have a negative effect on the share price in the
public market.
 
 Public trading of our common stock is
likely to be subject to certain regulations commonly referred to as penny stock
rules.  A penny stock is generally defined to be any equity security
that has a market price less than $5.00 per share, subject to certain
exceptions.  If our stock is deemed to be a penny stock, trading in
the shares will be subject to additional sales practice requirements on
broker-dealers.  These may require a broker-dealer to make a special
suitability determination for purchasers of penny stocks and to receive the
purchaser's prior written consent to the transaction.  A broker-dealer
may also be required to deliver to a prospective purchaser of a penny stock,
prior to the first transaction, a risk disclosure document relating to the penny
stock market.
 
 Consequently, penny stock rules may
restrict the ability of broker-dealers to trade and/or maintain a market in our
common stock and may affect the ability of stockholders to sell their
shares.  These requirements may be considered cumbersome by
broker-dealers and could impact the willingness of a particular broker-dealer to
make a market in our shares, or they could affect the price at which our shares
trade.  Also, many prospective investors may not want to get involved
with the additional administrative requirements, which may have a material
adverse effect on the trading of our shares.
 
 Future
sales or the potential for sale of a substantial number of our shares could
cause our market value to decline.
 
 We currently have outstanding 5,274,400
shares of common stock, of which 4,860,000 shares are considered restricted
securities that may be sold only pursuant to a registration statement or the
availability of an appropriate exemption from registration.  Sales of
a substantial number of these restricted shares in the public markets, or the
perception that these sales may occur, could cause the market price of our
common stock to decline and materially impair our ability to raise capital
through the sale of additional equity securities.
 
 Item
1B.  Unresolved Staff Comments.
 
 This item is not required for a smaller
reporting company.
 
 Item
2. Description of Property.
 
 We do not presently own any
property.
 
 10
 
 Item
3.  Legal Proceedings.
 
 There are no material pending legal
proceedings to which the company or any subsidiary is a party, or to which any
property is subject and, to the best of our knowledge, no such action against us
is contemplated or threatened.
 
 Item
4.  Removed and Reserved.
 PART
II
 
 Item
5.  Market for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
 
 There is currently no public trading
market for our common stock, although the Financial Industry Regulatory
Authority has assigned to us a trading symbol of “RXBD” for our shares to be
quoted on the OTC Bulletin Board.  Inclusion on the OTCBB permits
price quotations for our shares to be published by that service.  Our
shares are not currently quoted and there can be no assurance that a public
trading market will develop in the future or, that if a market does develop,
that it can be sustained.
 
 Secondary trading of our common stock
may be subject to certain state imposed restrictions.  The ability of
individual stockholders to trade their shares in a particular state may be
subject to various rules and regulations of that state.  A number of
states require that an issuer's securities be registered in their state or
appropriately exempted from registration before the securities are permitted to
trade in that state.  Presently, there are no plans to register our
securities in any particular state.
 
 Penny
Stock Rule
 
 It is most unlikely that our securities
will be listed on any national or regional exchange or on The Nasdaq Stock
Market in the near future.  Therefore, our shares most likely will be
subject to the provisions of Section 15(g) and Rule 15g-9 of the Exchange Act,
commonly referred to as the "penny stock" rule.  Section 15(g) sets
forth certain requirements for broker-dealer transactions in penny stocks and
Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule
3a51-1 of the Exchange Act.
 
 The SEC generally defines penny stock
to be any equity security that has a market price less than $5.00 per share,
subject to certain exceptions.  Rule 3a51-1 provides that any equity
security is considered to be a penny stock unless that security is:
  ·
                registered
      and traded on a national securities exchange meeting specified criteria
      set by the SEC;
 
 ·
                authorized
      for quotation on The NASDAQ Stock
Market;
 
 ·
                issued
      by a registered investment company;
 
 ·
                excluded
      from the definition on the basis of price (at least $5.00 per share) or
      the issuer's net tangible assets;
or
 
 ·
                exempted
      from the definition by the SEC.
 Broker-dealers who sell penny stocks to
persons other than established customers and accredited investors (generally
persons with assets in excess of $1,000,000 or annual income exceeding $200,000,
or $300,000 together with their spouse), are subject to additional sales
practice requirements.  Broker-dealers must also make a special
suitability determination for the purchase of such securities and must have
received the purchaser's written consent to the transaction prior to the
purchase.  Additionally, for any transaction involving a penny stock,
unless exempt, the rules require the delivery, prior to the first transaction,
of a risk disclosure document relating to the penny stock market.  A
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, and current quotations for the
securities.  Finally, monthly statements must be sent to clients
disclosing recent price information for the penny stocks held in the account and
information on the limited market in penny stocks.
  11
 
 Consequently, these rules may restrict
the ability of broker-dealers to trade and/or maintain a market in our common
stock and may affect the ability of stockholders to sell their
shares.  These requirements may be considered cumbersome by
broker-dealers and could impact the willingness of a particular broker-dealer to
make a market in our shares, or they could affect the value at which our shares
trade. Classification of the shares as penny stocks increases the risk of an
investment in RxBids shares.
 
 As of March 29, 2010, there were
approximately 53 holders of record of our common stock.  A total of
414,400 shares were issued in 2007 pursuant to an exemption from registration
with the SEC provided by Regulation D, Rule 504 of the Securities Act of
1933.  The balance of our outstanding shares has been issued in
isolated private transactions pursuant to the exemption from registration
provided by Section 4(2) of the Securities Act.
 
 Rule 504(b)(1)(i) Regulation D provides
that securities issued pursuant to Rule 504 are not considered restricted
securities and may be resold without registration if the offering is made
“[e]xclusively in one or more states that provide for the registration of the
securities, and require the public filing and delivery to investors of a
substantive disclosure document before sale, and are made in accordance with
those state provisions.”
 
 The 2007 offering of RxBids common
stock was registered with and made exclusively in the State of Nevada, which
requires the delivery of a substantive disclosure document in connection with
such offering.  Because the offering was made solely in Nevada and we
provided prospective investors with a disclosure
 statement,
which was also filed with the State of Nevada as part of our registration
statement, the 414,400 shares issued in the offering are not restricted
securities.  Accordingly, these shares may be resold without further
registration, unless held by an affiliate or control person.
 
 The balance of 4,860,000 shares
currently outstanding, were issued pursuant to an exemption under the Securities
Act and are considered restricted securities.  A resale of these
shares may be made only pursuant to an effective registration statement under
the Securities Act or an appropriate exemption therefrom.
 
 Rule
144
 
 Rule 144 is the common means for a
stockholder to resell restricted securities and for an affiliate to sell
securities, either restricted or non-restricted (control) shares.  The
SEC, effective February 15, 2008, amended rule 144.
 
 Under the amended Rule 144, an
affiliate of a company filing reports under the Exchange Act who has held their
shares for more than six months, may sell in any three-month period an amount of
shares that does not exceed the greater of:
 
 ·
                the
      average weekly trading volume in the common stock, as reported through the
      automated quotation system of a registered securities association, during
      the four calendar weeks preceding such sale,
or
 
 ·
                1%
      of the shares then
outstanding.
  Sales by
affiliates under Rule 144 are also subject to certain requirements as to the
manner of sale, filing appropriate notice and the availability of current public
information about the issuer.
 
 A non affiliate stockholder of a
reporting company, who has held restricted shares for more than six months, may
make unlimited resale under Rule 144, provided only that the issuer
has available current public information about itself.  After a
one-year holding period, a non-affiliate may make unlimited sales with no other
requirements or limitations.
 
 If a company is not a reporting company
under the Exchange Act, restricted shares cannot be sold in reliance on Rule
144, by either an affiliate or a non-affiliate, until the stockholder has
satisfied a one-year holding period.  After the one-year holding
period, an affiliate may sell restricted shares pursuant to the same Rule 144
provisions as an affiliate of a reporting company having satisfied a six-month
holding period.  A non-affiliate on a non-reporting company, who has
held their restricted shares for more than one year, may make unlimited resales
under Rule 144 with no other requirements or limitations.
 
 Current holders of restricted shares,
or affiliates holding shares that are not deemed restricted, may each sell
approximately 52,744 shares during any three-month period, provided they comply
with all relevant provisions of Rule 144.  We cannot predict the
effect any future sales under Rule 144 may have on the market price of our
common stock, if a market for our shares develops, but such sales may have a
substantial depressing effect on such market price.
  12
  Dividend
Policy
 
 We have not declared or paid cash
dividends or made distributions in the past on our common stock and do not
anticipate paying cash dividends or making distributions in the foreseeable
future.  We currently intend to retain and invest any future earnings
to finance operations.
 
 Transfer
Agent
 
 We have designated as our transfer
agent Pacific Stock Transfer, 500 East Warms Springs Road, Suite 240, Las Vegas,
Nevada 89119.
 
 Item
6. Selected Financial Data.
 
 This item is not required for a smaller
reporting company.
 
 Item
7. Management’s Discussion and Analysis of Financial Condition and Results
of Operations.
 
 The following information should be
read in conjunction with the financial statements and notes thereto appearing
elsewhere in this Form 10-K.
 
 Forward
Looking and Cautionary Statements
 
 This report includes certain
"forward-looking statements" relating to such matters as anticipated financial
performance, future revenues or earnings, business prospects, projected
ventures, new products and services, anticipated market performance and similar
matters.  The words "may," "will," expect," anticipate," "continue,"
"estimate," "project," "intend," and similar expressions are intended to
identify forward-looking statements regarding events, conditions, and financial
trends that may affect future plans of operations, business strategy, operating
results, and financial position.
 
 We caution readers that a variety of
factors could cause actual results to differ materially from anticipated results
or other matters expressed in forward-looking statements. These risks and
uncertainties, many of which are beyond our control, include:
  ·
                the
      sufficiency of existing capital resources and the ability to raise
      additional capital to fund cash requirements for future
      operations;
 
 ·
                the
      ability to successfully operate our website and generate a sufficient
      number of consumers and pharmacies to purchase their medications from
      RxBIDS.com and the ability to broaden our pharmaceutical
      network;
 
 ·
                volatility
      of the stock market, particularly within the online medical prescription
      sector; and
 
 ·
                general
      economic conditions.
 Although management believes the
expectations reflected in these forward-looking statements are reasonable, such
expectations cannot guarantee future results, levels of activity, performance or
achievements.
 
 Liquidity
and Capital Resources
 
 We realized gross proceeds of $103,600
from our common stock offering that closed in December 2007.  We have
used these proceeds to complete development of our website and to commence
advertising to promote and market our medical prescription auction
service.  As of December 31, 2009, we had available cash of $954
compared to $678 at December 31, 2008.  We are currently being funded
by loans from our President, Mack Bradley.  Mr. Bradley has indicated
that he will avail his personal financial resources to the company on an as
needed basis until such a time that we can procure additional
financing.  We are currently exploring the possibility of additional
alternative financing, but there is no assurance that we will be able to secure
financing on favorable terms or at all.
  13
 
 At December 31, 2009, we had total
current assets of $954 in cash, and total current liabilities of $102,357
consisting of accounts payable and accrued expenses and payable – related
party.  At December 31, 2008, we had total current assets of $678 in
cash, and total current liabilities of $66,833, also in accounts payable and
accrued expenses and payable – related party.  Working capital at
December 31, 2009 was a negative $101,403 compared to a negative $66,067 at
December 31, 2008.  The decline in working capital in 2009 is
primarily due to the 72% in crease in payable – related party, which reflects
additional loans made to the company by related parties.  At December
31, 2009, we had total assets of $954 and stockholders’ deficit of $101,403,
compared to total assets of $678 and stockholders' deficit of $66,067 at
December 31, 2008.
 
 Net cash used by operating activities
was $28,792 for 2009 compared to $167,831 for 2008.  This result is
partially attributed to the decreased net loss from $240,251 for 2008 compared
to $35,336 for 2009.  Also during 2008, we issued common stock for
services valued at $50,000.
 
 Results
of Operations
 
 For the year ended December 31, 2009 we
realized revenues of $615 compared to $764 in 2008.  Operating
expenses decreased from $241,316 in 2008 to $34,413 in 2009, primarily due to
the 96% decrease in general and administrative expenses due to the reduced
payroll and rent expenses. Research and development expenses decreased from
$50,579 in 2008 to $0 in 2009, which reflects the completion of our
website.  Also, in 2008, we paid $50,000 in consulting fees compared
to $18,684 in 2009, a 163% decrease.  Our net loss for 2009 was
$35,336 compared to $240,251 in 2008.
 
 Net
Operating Loss
 
 We have accumulated approximately
$606,635 of net operating loss carryforward as of December 31,
2009.  This loss carryforward may be offset against future taxable
income through the year 2030.  The use of these losses to reduce
future income taxes will depend on the generation of sufficient taxable income
prior to the expiration of the net operating loss carryforwards.  In
the event of certain changes in control, there will be an annual limitation on
the amount of net operating loss carryforwards that can be used.  No
tax benefit has been reported in the financial statements for the year ended
December 31, 2009 because it has been fully offset by a valuation
allowance.
 
 Recent
Accounting Pronouncements
 
 In
January 2010, the Financial Accounting Standards Board (“FASB”)
issued Accounting Standards Update 2010-02, Consolidation (Topic
810):  Accounting and Reporting for Decreases in Ownership of a
Subsidiary. This amendment to Topic 810 clarifies, but does not change, the
scope of current US GAAP. It clarifies the decrease in ownership provisions of
Subtopic 810-10 and removes the potential conflict between guidance in that
Subtopic and asset derecognition and gain or loss recognition guidance that may
exist in other US GAAP. An entity will be required to follow the amended
guidance beginning in the period that it first adopts FAS 160 (now included in
Subtopic 810-10). For those entities that have already adopted FAS 160, the
amendments are effective at the beginning of the first interim or annual
reporting period ending on or after December 15, 2009. The amendments should be
applied retrospectively to the first period that an entity adopted FAS 160. We
do not expect the provisions of ASU 2010-02 to have a material effect on our
financial position, results of operations or cash flows.
 
 In
January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic
505): Accounting for Distributions to Shareholders with Components of Stock and
Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to
Topic 505 clarifies the stock portion of a distribution to shareholders that
allows them to elect to receive cash or stock with a limit on the amount of cash
that will be distributed is not a stock dividend for purposes of applying Topics
505 and 260.  The amendment is effective for interim and annual
periods ending on or after December 15, 2009 and would be applied on a
retrospective basis. We do not expect the provisions of ASU 2010-01 to have a
material effect on our financial position, results of operations or cash
flows.
  In
December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises
Involved with Variable Interest Entities.  This Accounting Standards
Update amends the FASB Accounting Standards Codification for Statement 167. (See
FAS 167 effective date below.)
  In
December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers
and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This
Accounting Standards Update amends the FASB Accounting Standards Codification
for Statement 166.
  14
  In
October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance
or Other Financing. This Accounting Standards Update amends the FASB Accounting
Standard Codification for EITF 09-1.
  In
October 2009, the FASB issued Accounting Standards Update 2009-14, Software
(Topic 985):  Certain Revenue Arrangements That Include Software
Elements. This update changed the accounting model for revenue arrangements that
include both tangible products and software elements. Effective prospectively
for revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010. Early adoption is permitted. We do not
expect the provisions of ASU 2009-14 to have a material effect on our financial
position, results of operations or cash flows.
  In
October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue
Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update
addressed the accounting for multiple-deliverable arrangements to enable vendors
to account for products or services (deliverables) separately rather than a
combined unit and will be separated in more circumstances that under existing US
GAAP.  This amendment has eliminated that residual method of
allocation. Effective prospectively for revenue arrangements entered into or
materially modified in fiscal years beginning on or after June 15,
2010.  Early adoption is permitted. We do not expect the provisions of
ASU 2009-13 to have a material effect on our financial position, results of
operations or cash flows.
 
 In
September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value
Measurements and Disclosures (Topic 820): Investments in Certain Entities That
Calculate Net Asset Value per Share (or Its Equivalent). This update provides
amendments to Topic 820 for the fair value measurement of investments in certain
entities that calculate net asset value per share (or its equivalent). It is
effective for interim and annual periods ending after December 15, 2009. Early
application is permitted in financial statements for earlier interim and annual
periods that have not been issued. We do not expect the provisions of ASU
2009-12 to have a material effect on our financial position, results of
operations or cash flows.
 
 In July
2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task
Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The
provisions of EITF 09-1, clarifies the accounting treatment and disclosure of
share-lending arrangements that are classified as equity in the financial
statements of the share lender. An example of a share-lending arrangement is an
agreement between the company (share lender) and an investment bank (share
borrower), which allows the investment bank to use the loaned shares to enter
into equity derivative contracts with investors. EITF 09-1 is effective for
fiscal years that beginning on or after December 15, 2009 and requires
retrospective application for all arrangements outstanding as of the beginning
of fiscal years beginning on or after December 15,
2009.  Share-lending arrangements that have been terminated as a
result of counterparty default prior to December 15, 2009, but for which the
entity has not reached a final settlement as of December 15, 2009 are within the
scope. Effective for share-lending arrangements entered into on or after the
beginning of the first reporting period that begins on or after June 15, 2009.
We do not expect the provisions of EITF 09-1 to have a material effect on our
financial position, results of operations or cash flows.
 
 Item
7A. Quantitative and Qualitative Disclosures About Market
Risk.
 
 This item is not required for a smaller
reporting company.
 
 Item
8. Financial Statements and Supplementary Data.
 
 Financial statements for the fiscal
years ended December 31, 2009 and 2008 have been examined to the extent
indicated in their reports by M&K CPAS, PLLC, independent certified public
accountants and have been prepared in accordance with accounting principles
generally accepted in the United States of America and pursuant to regulations
promulgated by the SEC.  The aforementioned financial statements are
included herein under Item 15.
 
 15
  Item
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
 
 On August
7, 2009, we dismissed Moore & Associates Chartered as our independent
registered public accountants.  None of the reports of Moore &
Associates on our financial statements for either of the past two years
contained an adverse opinion or disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope or accounting
principles.  During the two most recent fiscal years, there were no
disagreements with Moore and Associates, whether or not resolved, on any matter
of accounting principles or practices,  financial statement
disclosure, or auditing scope or procedure, which, if not resolved to Moore and
Associates, Chartered's satisfaction, would have caused it to make reference to
the subject matter of the disagreement in connection with its report on the
registrant's financial statements.
 
 On August
27, 2009, the PCAOB issued PCAOB Release No. 105-2009-006 revoking the
registration of Moore & Associates, Chartered and barring Michael J. Moore,
CPA, from being an associated person of a registered public accounting
firm.  The PCAOB imposed these sanctions on the basis of its findings
concerning the alleged violations of Moore & Associates and Michael J. Moore
of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
thereunder, PCAOB rules and auditing standards in auditing the financial
statements of three issuer clients from 2006 to 2008, PCAOB rules and quality
controls standards, and noncooperation with a Board investigation.  A
copy of the PCAOB Release can be accessed at the PCAOB website at http://www.pcaobus.org.
 
 On August
7, 2009, we engaged the accounting firm of Seale and Beers, CPAs as our new
independent registered public accounting firm. Our board of directors approved
the dismissal of Moore & Associates Chartered and the engagement of Seale
and Beers, CPAs.  During the two most recent fiscal years and the
interim periods preceding the engagement, we did not consult Seale and Beers
regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of
Regulation S-B.
 
 On
October 15, 2009, we dismissed Seale and Beers, CPAs as our independent
certifying accountants pursuant to the unanimous consent of our board of
directors.  We initially retained Seale and Beers on August 7, 2009,
but the firm did not performed any auditing or accounting services nor has it
issued any audit or other reports on our financial
statements.  Accordingly, since we retained Seale and Beers, we had no
disagreements with the firm, whether or not resolved, on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which, if not resolved to Seale and Beers’ satisfaction,
would have caused it to make reference to the subject matter of the disagreement
in connection with its report on our financial statements.
 
 On October 15, 2009, we engaged M&K
CPAS, PLLC as our new independent certifying accountants.  Our board
of directors unanimously approved the engagement of M&K
CPAS.  During the two most recent fiscal years and the interim periods
preceding the engagement, we have not consulted M&K CPAS regarding any of
the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation
S-B.
 
 Item
9A(T).  Controls and Procedures.
 
 Disclosure Controls and Procedures
 
 Based on
an evaluation as of the date of the end of the period covered by report, our
Chief Executive Officer and Chief Financial Officer, conducted an evaluation of
the effectiveness of the design and operation of our disclosure controls and
procedures, as required by Exchange Act Rule 13a-15. Based on that evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective as of the end of the period
covered by this report to ensure that information required to be disclosed by us
in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified by the
SEC’s rules and forms.
 
 Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and our Chief Financial
Officer, to allow timely decisions regarding required disclosure
  16
  Management’s
Annual Report on Internal Control Over Financial Reporting
  Management
is responsible for establishing and maintaining adequate internal control over
financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of
America.
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
 
 Under the
supervision and with the participation of management, including the Chief
Executive Officer and Chief Financial Officer, the Company conducted an
evaluation of the effectiveness of the Company’s internal control over financial
reporting based on the framework in “Internal Control - Integrated Framework”
issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO").
 
 A
material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis. In its
assessment of the effectiveness of internal control over financial reporting as
of December 31, 2009, the Company determined that there were control
deficiencies that constituted material weaknesses, as described
below:
 
 1.
              We
      do not have an Audit Committee or a financial expert on our Board of
      Directors – While not being legally obligated to have an audit committee;
      it is the management’s view that such a committee, including a financial
      expert member, is an utmost important entity level control over the
      Company’s financial statement. Currently the Board of Directors acts in
      the capacity of the Audit Committee, consisting of three members,
      including two independent members.  All members of the Board of
      Directors lack sufficient financial expertise for overseeing financial
      reporting responsibilities.2.
              We
      did not maintain appropriate cash controls – As of December 31, 2009, the
      Company has not maintained sufficient internal controls over financial
      reporting for the cash process, including failure to perform monthly bank
      reconciliations. Alternatively, the effects of poor cash controls were
      mitigated by the fact that the Company had limited transactions in their
      bank accounts during the year ended December 31, 2009 and that the
      Company’s quarterly and year-end financial statements and audit working
      papers and supporting documents were prepared and reviewed by an
      independent accounting firm prior to submission to our external auditors,
      which mitigated the risk of misappropriation of
  cash.
 
 Accordingly,
the Company concluded that these control deficiencies resulted in a reasonable
possibility that a material misstatement of the annual or interim financial
statements will not be prevented or detected on a timely basis by the company’s
internal controls.
 
 As a
result of the material weaknesses described above, management has concluded that
the Company did not maintain effective internal control over financial reporting
as of December 31, 2009 based on criteria established in Internal
Control—Integrated Framework issued by COSO.
 
 M&K
CPAs, an independent registered public accounting firm, was not required to and
has not issued a report concerning the effectiveness of our internal control
over financial reporting as of December 31, 2009.
 
 Changes
In Internal Control and Financial Reporting
 
 There
were no changes in the Company’s internal control over financial reporting
during the fourth quarter of fiscal year 2009 that materially affected, or were
reasonably likely to materially affect, the Company’s internal control over
financial reporting.
  17
 
 
 Item
9B. Other Information.
 
 Not applicable.
 
 PART
III
 
 Item
10. Directors, Executive Officers and Corporate Governance.
 
 The executive officers and directors of
RxBids are as follows:
  Name
              
              Age
              
              PositionMack
      Bradley
              
              42
              
              President,
      CEO and DirectorTrescha
      R. Peeples
              
              45
              
              Vice
      President and Director
  All directors hold office until the
next annual meeting of stockholders and until their successors have been duly
elected and qualified.  There are no agreements with respect to the
election of directors.   We have not compensated directors for
service on the board of directors or any committee thereof, but directors are
entitled to be reimbursed for expenses incurred for attendance at meetings of
the board and any committee of the board.  However, directors may
defer their expenses and/or take payment in shares of RxBids common
stock.  As of the date hereof, no director has accrued any expenses or
compensation.  Officers are appointed annually by the board of
directors and each executive officer serves at the discretion of the
board.  We do not have any standing committees.
 
 No director, officer or affiliate has,
within the past five years, filed any bankruptcy petition, been convicted in or
been the subject of any pending criminal proceedings, or is any such person the
subject or any order, judgment, or decree involving the violation of any state
or federal securities laws.
 
 Directors currently devote only such
time to Company affairs as needed.  The time devoted could amount to
as little as 20% of the time they devote to their own business affairs, or if
business conditions ultimately warrant, they could possibly elect to devote
their full time to Company business.  Presently, there are no other
persons whose activities are material to our operations.
 
 There are no arrangements, agreements
or understandings between management and non-management stockholders under which
non-management stockholders may directly or indirectly participate in or
influence management of Company affairs.  Present management openly
accepts and appreciates any input or suggestions from
stockholders.  However, the board of directors is elected by the
stockholders and the stockholders have the ultimate say in who represents them
on the Board.  There are no agreements or understandings for any
officer or director to resign at the request of another person and none of the
current offers or directors are acting on behalf of, or will act at the
direction of any other person.
 
 The business experience of each of the
persons listed above during the past five years is as follows:
 
 Mack
Bradley.  Mr. Bradley is the founder, President, CEO and a
director of RxBids. He has more than 15 years experience in the medical and
dental field and is currently employed at Nobel Biocare USA, in Yorba Linda,
California, where he has been a Territory Sales Representative since
2000.  From 1998 to 2000, Mr. Bradley was a Territory Sales
Representative for Straumann, Waltham, Massachussetts, where he was a surgical
plate and screw sales representative.  From 1996 through 1998, Mr.
Bradley was a Surgical Manager/Scrub Tech at the Mirage Center, Peter Scheer,
D.D.S., M.S., Rancho, California where he managed all activities regarding
surgeries.  He also was employed as a Surgical Manager/Scrub Tech from
1993 to 1996 with Monroe Sternlieb, D.D.S., Harry Glassmann, M.D., Rancho
Mirage, California, where he managed all activities regarding dental and plastic
surgeries.  From 1992 to 1993, Mr. Bradley worked as a Surgical Scrub
Tech for Monroe Sternlieb, D.D.S, Harry Glassmann, M.D., and Beverly Hills,
California, working with doctors performing plastic surgery.  From
1990 to 1992, Mr. Bradley was a combat medic in Desert Storm with the United
States Navy as a Medical/Dental Field Technician.
  18
 
 Trescha R.
Peeples.  Ms. Peeples is the Vice President, Director and Sales
& Marketing Representative for RxBids.  From September 2003 to the
present, Ms. Peeples has been employed by B. Braun Medical as an Infusion
Therapy Specialist in both Arizona and Nevada.  She is responsible for
developing relationships and negotiating contracts with key personnel within
contracted and non-contracted hospitals.  Ms. Peeples markets the
complete line of Infusion Therapy, Infusion Systems and Pain
Control.  From June 2001 through September 2002, Ms. Peeples was
employed by U.S. Surgical in Arizona and Las Vegas as a Wound Closure Specialist
training surgeons, nurses and other operating room personnel through
in-servicing and technical assistance during surgery, on the safe and effective
use of USS products.  Ms. Peeples was employed as a sales
representative by Nobel Biocare USA, Inc. from August 1998 to June 2001 covering
the territories of Arizona, Las Vegas and Hawaii.  From September 1995
until August 1998, she was employed as a Payroll Sales Representative at
Paychex, Inc. in Phoenix, Arizona, where she sold new payroll clients and
additional payroll services for existing clients.  From October 1990
until September 1995, Ms. Peeples was with PacifiCare of Arizona in Phoenix,
Arizona as a Medicare HMO Sales Representative.  She consulted senior
citizens on the benefits of the Secure Horizons Medicare HMO.  Ms.
Peeples networked with PacifiCare contracted physicians to extract referrals.
Ms. Peeples graduated from Arizona State University in Tempe, Arizona with a
Bachelor of Science Degree in Marketing.
 
 Key
Employee
 
 We presently have no key
employees.  The company is being operated without monetary
compensation by Mack Bradley, our President/Director.
 
 Compliance
With Section 16(a) of the Exchange Act
 
 Section 16(a) of the Exchange Act
requires our directors and executive officers, and persons who own more than 10%
of our common stock, to file with the SEC initial reports of ownership and
reports of changes in ownership of our common stock and other equity
securities.  We believe that these reports were not filed during the
fiscal year 2009.
 
 Code
of Ethics
 
 We currently do not have a code of
ethics.  During the current fiscal year, we do intend to adopt a code
of ethics that applies to our principal executive officer, principal financial
officer, principal accounting officer or controller or persons performing
similar functions.
 
 Item
11. Executive Compensation.
 
 We have not had a bonus, profit
sharing, or deferred compensation plan for the benefit of employees, officers or
directors.  We have not paid any salaries or other compensation to
officers, directors or employees for the years ended December 31, 2009 and
2008.  Further, we have not entered into an employment agreement with
any officer, director or any other person and no such agreement is anticipated
in the immediate future.  It is intended that directors will defer any
compensation until such time as business warrants and adequate funds are
available.  As of the date hereof, no person has accrued any
compensation.
 
 Item
12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
 
 The following table sets forth
information, to the best of our knowledge, as of March 30, 2010, with respect to
each person known by us to own beneficially more than 5% of the outstanding
common stock, each director and all directors and officers as a
group.
 
 19
  Name
      and Address
                
                Amount
      and Nature of Beneficial
                
                
                Percentof
      Beneficial Owner
                
                Ownership
                
                
                of Class(1)Directors
      and OfficersMack
      Bradley
                
                
                2,000,000
                
                
                
                37.92
                %9050
      West Warm Springs Rd. #12-2129Las
      Vegas, Nevada 89148Trescha
      R. Peeples
                
                
                160,000
                
                
                
                3.03
                %29713
      N. 126th
      AvenuePeoria,
      Arizona 853835%
      StockholdersLeisa
      C. Stilwell
                
                
                420,000
                
                
                
                7.96
                %4955
      South Durango # 223Las
      Vegas, Nevada 89113GOTRY
      LLC (2)
                
                
                280,000
                
                
                
                5.31
                %3811
      West Charleston # 201Las
      Vegas, Nevada 89102Stephen
      L. Kreizenbeck
                
                
                500,000
                
                
                
                9.48
                %18
      Carrera CourtRancho
      Mirage, California 92270All
      directors and officers
                
                
                2,580,000
                
                
                
                40.95
                %a
      group (2 persons)
  20
 
 
 Note:
              Unless
      otherwise indicated, we have been advised that each person above has sole
      voting power over the shares indicated
above.
  (1)
              Based
      upon 5,274,400 shares of common stock outstanding on March 30,
    2010.(2)
              GOTRY
      LLC is a limited liability company of which Dave Trylovich, DDS and Gary
      Goaslind, DDS are the principal
owners.
 
 Item
13. Certain Relationships and Related Transactions, and Director
Independence.
 
 Except as set forth below, there have
been no material transactions during the past two fiscal years between RxBids
and any officer, director, nominee for election as director, or any stockholder
owning greater than five percent (5%) of our outstanding shares, nor any member
of the above referenced individuals' immediate families.
 
 On December 27, 2006, we issued
2,000,000 shares of common stock to our founder and director, Mack Bradley, for
cash consideration of $140,000, or $0.07 per share.  On the same date,
we issued 480,000 shares to two other directors, Leisa C. Stilwell and Trescha
R. Peeples, for cash of $24,000, or $0.05 per share.
 
 On June 30, 2008, we issued a total of
200,000 shares of common stock, 100,000 shares each to Leisa C. Stilwell, the
Secretary/Treasurer and a director of the company, and to Stanley K. Stilwell, a
consultant to the company and the husband of Leisa Stilwell.  The
shares were issued in exchange for services to the company valued at $2,000, or
$0.01 per share.  Mrs. Stilwell’s services involved various
operational functions including administrative duties and
marketing.  She continues to serve as a director and
officer.  Mr. Stilwell, a former director and officer, consulted with
and assisted RxBids though its early development stages providing advice in the
areas of capital structure, financing and retaining professional
services.  Mr. Stilwell assisted in the preparation of offering
documents in connection with our 2007 stock offering and acted as sales agent
for the offering.  He has also assisted in the preparation of certain
books and records of the company.  Mr. Stilwell continues to act as an
outside consultant to RxBids.
 
 The above issuances of shares were made
pursuant to the exemption from registration under the Securities Act of 1933
provided by Section 4(2) of that Act.
 
 None of our directors are deemed to be
independent directors.  We do not have a compensation, audit or
nominating committee, rather those functions are carried out by the board as a
whole.
 
 Item
14. Principal Accounting Fees and Services.
 
 We do not have an audit committee and
as a result our entire board of directors performs the duties of an audit
committee.  Our board of directors will approve in advance the scope
and cost of the engagement of an auditor before the auditor renders audit and
non-audit services. As a result, we do not rely on pre-approval policies and
procedures.
  21
 Audit Fees
 
 The aggregate fees billed by our former
independent auditors, Moore & Associates, Chartered, for professional
services rendered for the audit of our annual financial statements included in
our annual report for the year ended December 31, 2008 and for the review of
quarterly financial statements included in our quarterly reports during 2008,
were $4,000.  Moore & Associates also billed $8,000 for the review
of our quarterly financial statements include in our quarterly reports during
2009.  Our other former independent auditors Seal and Beers, CPAs did
not bill us for services in 2009.
 
 M&K CPAS, PLLC, our new auditors as
of October 2009, billed us $7,250 for the audit of our annual financial
statements included in this annual report for the year ended December 31, 2009
and for the review of quarterly financial statements included in our quarterly
report for September 30, 2009.
 
 Audit Related Fees
 
 For the year ended December 31, 2009
and 2008, there were no fees billed for assurance and related services by our
former auditors, Moore & Associates and Seale and Beers, or our current
auditors M&K CPAS, relating to the performance of the audit of our financial
statements which are not reported under the caption "Audit Fees"
above.
 
 Tax Fees
 
 For the years ended December 31, 2009
and 2008, no fees were billed by our former auditors, Moore & Associates and
Seale and Beers, or our current auditors M&K CPAS, for tax compliance, tax
advice and tax planning.
 
 We do not use M&K CPAS for
financial information system design and implementation. These services, which
include designing or implementing a system that aggregates source data
underlying the financial statements or generates information that is significant
to our financial statements, are provided internally or by other service
providers. We do not engage M&K CPAS to provide compliance outsourcing
services.
 
 The board of directors has considered
the nature and amount of fees billed by M&K CPAS and believes that the
provision of services for activities unrelated to the audit is compatible with
maintaining M&K CPAS’ independence.
 
 PART  1V
 
 Item
15. Exhibits, Financial Statement Schedules
 
 (a)                 Exhibits
 
 Exhibit
      No.
              
              Exhibit
      Name3.1*
              
              Articles
      of Incorporation and Amendments3.2*
              
              By-Laws
      of Registrant4.1*
              
              Specimen
      Stock Certificate31.1
              
              Certification
      of C.E.O. and Principal Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley
      Act of 200232.1
              
              Certification
      of C.E.O. and Principal Financial Officer Pursuant to 18 U.S.C. Section
      1350,
      as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002
  
 *      Filed
previously as exhibit to Form 10 filed August 15, 2008.
 
 22


RxBids


(A
Development Stage Company)
  FINANCIAL
STATEMENTS
  December
31, 2009
  23
 
 CONTENTS
 
 Report
      of Independent Registered Public Accounting Firm
              
              
              25Balance
      Sheets
              
              
              26Statements
      of Operations
              
              
              27Statements
      of Stockholders’ Equity (Deficit)
              
              
              28Statements
      of Cash Flows
              
              
              29Notes
      to Financial Statements
              
              
              30
  24
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the
Board of Directors
 RxBids
 (A
Development Stage Company)
  We have
audited the accompanying balance sheets of RxBids (A Development Stage Company)
as of December 31, 2009 and 2008 and the related statements of operations,
shareholders' equity (deficit) and cash flows for each of the twelve month
periods then ended.  These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
  We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of RxBids as of December 31, 2009 and
2008, and the results of its operations and cash flows for the periods described
above in conformity with accounting principles generally accepted in the United
States of America.
  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 2 to the
financial statement, the Company suffered a net loss from operations and has a
net capital deficiency, which raises substantial doubt about its ability to
continue as a going concern.  Management’s plans regarding those
matters are also described in Note 2.  The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
  /s/
M&K CPAS, PLLC
  www.mkacpas.com
 Houston,
Texas
 April 14,
2010
  25
 
 RXBIDS(A
      Development Stage Company)Balance
      Sheets
  December
      31,
              
              December
      31,2009
              
              2008ASSETSCURRENT
      ASSETSCash
      and cash equivalents
              
              $
              954
              
              
              $
              678Total
      Current Assets
              
              
              954
              
              
              
              678EQUIPMENT,
      NET
              
              
              -
              
              
              
              88TOTAL
      ASSETS
              
              $
              954
              
              
              $
              766LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued expenses
              
              $
              32,757
              
              
              $
              26,301Payable
      - related party
              
              
              69,600
              
              
              
              40,532Total
      Current Liabilities
              
              
              102,357
              
              
              
              66,833STOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock; 20,000,000 sharesauthorized
      at $0.01 par value, 5,274,400shares
      issued and outstanding at December 31, 2009 and 2008
              
              
              52,744
              
              
              
              52,744Additional
      paid-in capital
              
              
              502,488
              
              
              
              502,488Deficit
      accumulated during the development stage
              
              
              (656,635
              )
              
              
              (621,299
              )Total
      Stockholders' Equity (Deficit)
              
              
              (101,403
              )
              
              
              (66,067
              )TOTAL
      LIABILITIES ANDSTOCKHOLDERS'
      EQUITY (DEFICIT)
              
              $
              954
              
              
              $
              766
 The
accompanying notes are an integral part of these financial
statements.
  26
 
 RXBIDS(A
      Development Stage Company)Statements
      of Operations
  From
      Inception onJune
      18,For
      the Year Ended
              
              
              2004
      ThroughDecember
      31,
              
              
              December
      31,2009
              
              
              2008
              
              
              2009(unaudited)REVENUES
              
              $
              615
              
              
              $
              764
              
              
              $
              1,379COST
      OF SALES
              
              
              
              
              
              
              -
              
              
              
              -GROSS
      MARGIN
              
              
              615
              
              
              
              764
              
              
              
              1,379OPERATING
      EXPENSESDepreciation
      expense
              
              
              88
              
              
              
              220
              
              
              
              1,100Sales
      and marketing
              
              
              7,678
              
              
              
              21,350
              
              
              
              44,860Research
      and development
              
              
              -
              
              
              
              50,579
              
              
              
              155,325Consulting
      fees
              
              
              18,684
              
              
              
              50,000
              
              
              
              148,184General
      and administrative
              
              
              7,963
              
              
              
              119,167
              
              
              
              306,152Total
      Operating Expenses
              
              
              34,413
              
              
              
              241,316
              
              
              
              655,621INCOME
      (LOSS) FROM OPERATIONS
              
              
              (33,798
              )
              
              
              (240,552
              )
              
              
              (654,242
              )OTHER
      INCOME (EXPENSE)Interest
      Income (Expense)
              
              
              (1,538
              )
              
              
              301
              
              
              
              (2,393
              )Total
      Other Income(Expense)
              
              
              (1,538
              )
              
              
              301
              
              
              
              (2,393
              )LOSS
      BEFORE INCOME TAXES
              
              
              (35,336
              )
              
              
              (240,251
              )
              
              
              (656,635
              )INCOME
      TAX EXPENSE
              
              
              -
              
              
              
              -
              
              
              
              -NET
      LOSS
              
              $
              (35,336
              )
              
              $
              (240,251
              )
              
              $
              (656,635
              )BASIC
      AND DILUTEDLOSS
      PER SHARE
              
              $
              (0.01
              )
              
              $
              (0.05
              )WEIGHTED
      AVERAGE NUMBEROF
      SHARES OUTSTANDING
              
              
              5,274,400
              
              
              
              5,034,400
  The
accompanying notes are an integral part of these financial
statements
  27
  RXBIDS(A
      Development Stage Company)Statements
      of Stockholders' Equity (Deficit)
  Common
      Stock
                      
                      
                      Additional
                        Paid-In
                      
                      
                      Stock
                        Subscriptions
                      
                      
                      Deficit
                        Accumulated
                        During
      the
                        Development
                      
                      
                      Total
                        Stockholders’
                        EquityShares
                      
                      
                      Amount
                      
                      
                      Capital
                      
                      
                      Receivable
                      
                      
                      Stage
                      
                      
                      (Deficit)Balance, June 8, 2004
                      
                      
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Net loss from inception
      through December 31,
      2004
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (61,907
                      )
                      
                      
                      (61,907
                      )Balance, December 31, 2004
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (61,907
                      )
                      
                      
                      (61,907
                      )Net loss for the year
      ended December 31,
      2005
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (28,321
                      )
                      
                      
                      (28,321
                      )Balance, December 31, 2005
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (90,228
                      )
                      
                      
                      (90,228
                      )Issuance of common stock
      for cash and debt
                      
                      
                      4,480,000
                      
                      
                      
                      44,800
                      
                      
                      
                      311,832
                      
                      
                      
                      (24,000
                      )
                      
                      
                      -
                      
                      
                      
                      332,632Net loss for the year
      ended December 31,
      2006
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (52,007
                      )
                      
                      
                      (52,007
                      )Balance, December 31, 2006
                      
                      
                      4,480,000
                      
                      
                      
                      44,800
                      
                      
                      
                      311,832
                      
                      
                      
                      (24,000
                      )
                      
                      
                      (142,235
                      )
                      
                      
                      190,397Cash received for stock
      subscriptions
      receivable
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      24,000
                      
                      
                      
                      -
                      
                      
                      
                      24,000Issuance of common stock
      for cash
                      
                      
                      414,400
                      
                      
                      
                      4,144
                      
                      
                      
                      99,456
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      103,600Net loss for the year
      ended December 31,
      2007
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (238,813
                      )
                      
                      
                      (238,813
                      )Balance, December 31, 2007
                      
                      
                      4,894,400
                      
                      
                      
                      48,944
                      
                      
                      
                      411,288
                      
                      
                      
                      -
                      
                      
                      
                      (381,048
                      )
                      
                      
                      79,184Issuance of common stock
      for cash
                      
                      
                      180,000
                      
                      
                      
                      1,800
                      
                      
                      
                      43,200
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      45,000Issuance of common stock
      for services
                      
                      
                      200,000
                      
                      
                      
                      2,000
                      
                      
                      
                      48,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      50,000Net loss for the year
      ended December 31, 2008
      (Restated)
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (240,251
                      )
                      
                      
                      (240,251
                      )Balance, December 31, 2008
      (Restated)
                      
                      
                      5,274,400
                      
                      
                      
                      52,744
                      
                      
                      
                      502,488
                      
                      
                      
                      -
                      
                      
                      
                      (621,299
                      )
                      
                      
                      (66,067
                      )Net loss for the year
      ended December 31,
      2009
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (35,336
                      )
                      
                      
                      (35,336
                      )Balance, December 31, 2009
                      
                      
                      5,274,400
                      
                      
                      $
                      52,744
                      
                      
                      $
                      502,488
                      
                      
                      $
                      -
                      
                      
                      $
                      (656,635
                      )
                      
                      $
                      (101,403
                      )
  The
accompanying notes are an integral part of these financial
statements.
  28
   RXBIDS(A
      Development Stage Company)Statements
      of Cash Flows
  From
      Inception onJune
      18, 2004For
      the Year Ended
              
              
              ThroughDecember
      31,
              
              
              December
      31,2009
              
              
              2008
              
              
              2009(unaudited)OPERATING
      ACTIVITIESNet
      loss
              
              $
              (35,336
              )
              
              $
              (240,251
              )
              
              $
              (656,635
              )Adjustments
      to reconcile net loss to net cashused
      by operating activities:Common
      stock issued for services
              
              
              -
              
              
              
              50,000
              
              
              
              50,000Depreciation
      and amortization
              
              
              88
              
              
              
              220
              
              
              
              1,100Changes
      in operating assets and liabilities:Change
      in accounts receivable
              
              
              -
              
              
              
              133
              
              
              
              -Change
      in accounts payable
              
              
              6,456
              
              
              
              22,067
              
              
              
              32,757Net
      Cash Used inOperating
      Activities
              
              
              (28,792
              )
              
              
              (167,831
              )
              
              
              (572,778
              )INVESTING
      ACTIVITIESPurchase
      of property and equipment
              
              
              -
              
              
              
              -
              
              
              
              (1,100
              )Net
      Cash Used inInvesting
      Activities
              
              
              -
              
              
              
              -
              
              
              
              (1,100
              )FINANCING
      ACTIVITIESProceeds
      from related party loans
              
              
              29,068
              
              
              
              40,532
              
              
              
              402,232Proceeds
      from common stock issued
              
              
              -
              
              
              
              45,000
              
              
              
              172,600Net
      Cash Provided byFinancing
      Activities
              
              
              29,068
              
              
              
              85,532
              
              
              
              574,832NET
      DECREASE IN CASH
              
              
              276
              
              
              
              (82,299
              )
              
              
              954CASH
      AT BEGINNING OF PERIOD
              
              
              678
              
              
              
              82,977
              
              
              
              -CASH
      AT END OF PERIOD
              
              $
              954
              
              
              $
              678
              
              
              $
              954SUPPLEMENTAL
      DISCLOSURES OFCASH
      FLOW INFORMATIONCASH
      PAID FOR:Interest
              
              $
              -
              
              
              $
              -
              
              
              $
              -Income
      Taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -NON-CASH
      FINANCING ACTIVITIES:Common
      stock issued for services
              
              $
              -
              
              
              $
              50,000
              
              
              $
              50,000Common
      stock issued for debt
              
              $
              -
              
              
              $
              -
              
              
              $
              332,632The
      accompanying notes are an integral part of these financial
      statements.
 
 29
 RXBIDS
 (A
Development Stage Company)
 Notes to
Financial Statements
 December
31, 2009 and 2008
  NOTE 1 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Business
Activity
  The
Company was incorporated under the laws of the State of Nevada on June 18, 2004
as RxBids. The Company does business as RxBids.com and provides medical
prescription services over through the internet. The Company has developed a web
site and order fulfilling technology to provide this service. To date the
Company has yet to establish an ongoing source of revenues sufficient to cover
its operating costs sales and is classified as a development stage
company.
 
 Estimates
  The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
 
 Development Stage
Company
  The
Company complies with Accounting Codification Standard 915-10 for its
characterization of the Company as development stage.
 
 Cash and Cash
Equivalents
  For the
purposes of the statement of cash flows, the Company considers all investments
with original maturities of three months or less to be cash
equivalents.
 
 Concentration of
Risk
  The
Company occasionally maintains amounts on deposit with a local financial
institution which are in excess of the federally insured limits. The risk is
managed by maintaining all deposits in high quality financial
institutions.
 
 Accounts
Receivable
  Accounts
receivable are uncollateralized customer obligations due under normal trade
terms requiring payment within thirty days from the invoice date and are stated
at the amount billed. Payments of accounts receivable are allocated to the
specific invoices identified on the customer’s remittance advice or, if
unspecified, are applied to the earliest unpaid invoices. Management
periodically reviews accounts receivable balances for uncollectible
amounts.
 
 Property and
Equipment
  Property
and equipment are recorded at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets (usually 5 to
7 years).Depreciation expense for the years ended December 31, 2009 and 2008,
totaled $88 and $220, respectively. Expenditures for maintenance and repairs are
expensed when incurred and betterments are capitalized. Management assesses the
carrying values of long-lived assets for impairment when circumstances warrant
such a review. In performing this assessment, management considers current
market analysis and appraisal of the property and equipment, along with
estimates of future cash flows and projected operating information. The Company
recognizes impairment losses when undiscounted cash flows estimated to be
generated from long-lived assets are less than the amount of undepreciated
assets. Based on its evaluation, the Company has determined that no impairment
charge to the property and equipment was necessary for the years ended
December 31, 2009 and 2008
  30
 RXBIDS
 (A
Development Stage Company)
 Notes to
Financial Statements
 December
31, 2009 and 2008
  NOTE 1 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Income
Taxes
  Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. The Company has adopted ASC 740, Income
Taxes, as of its inception. Pursuant to ASC 740, the Company is required to
compute tax asset benefits for net operating losses carried forward. The
potential benefits of net operating losses have not been recognized in these
financial statements because the Company cannot be assured it is more likely
than not it will utilize the net operating losses carried forward in future
years.
 
 Deferred
tax assets and the valuation account as of December 31, 2009 and 2008 are as
follows:
  Years
      Ended December 31,2009
              
              
              2008Current
      Taxes
              
              $
              (13,001
              )
              
              $
              (94,478
              )Stock
      compensation expense
              
              
              -
              
              
              
              19,500Valuation
      allowance
              
              
              13,001
              
              
              
              74,978Total
      provision for income taxes
              
              $
              -
              
              
              $
              -
 The
components of income tax expense are as follows:
 
 Years
      Ended December 31,2009
              
              
              2008Loss
      Carryforwards (expire through 2029)
              
              $
              256,088
              
              
              $
              243,087Stock
      compensation expense
              
              
              (19,500
              )
              
              
              (19,500
              )Total
      Gross Deferred Tax Asset
              
              
              236,588
              
              
              
              223,587Valuation
      Allowance
              
              
              (236,588
              )
              
              
              (223,587
              )Net
      Deferred Tax Assets
              
              $
              -
              
              
              $
              -
  Advertising
  Advertising
costs are expensed as incurred. Advertising expenses totaled $7,678 and $21,350
for the years ended December 31, 2009 and 2008, respectively.
 
 Research and Development
Costs
  In
accordance with ASC 730, “Accounting for Research and
Development Costs,”research and development costs are expensed as
incurred. Research and development costs were $-0- and $50,579 for the years
ended December 31, 2009 and 2008, respectively.
 
 Impairment of Long Lived
Assets
  In
accordance with ASC 360, “Accounting for the Impairment or
Disposal of Long-Lived Assets”, the Company records impairment of
long-lived assets to be held and used or to be disposed of when indicators of
impairment are present and the undiscounted cash flows estimated to be generated
by those assets are less than the carrying amount.
  31
 RXBIDS
 (A
Development Stage Company)
 Notes to
Financial Statements
 December
31, 2009 and 2008
 
 Revenue
Recognition
  The
Company applies the provisions of ASC 605, Revenue Recognition in Financial
Statements, which provides guidance on the recognition, presentation, and
disclosure of revenue in financial statements filed with the SEC. ASC 605
outlines the basic criteria that must be met to recognize revenue and provides
guidance for disclosure related to revenue recognition policies. In general, the
Company recognizes revenue related to monthly contracted amounts for services
provided when (i) persuasive evidence of an arrangement exists,(ii)delivery has
occurred or services have been rendered, (iii) the fee is fixed or determinable,
and (iv) collectability is reasonably assured.
 
 Share Based
Compensation
  The
Company has adopted the fair value based method of accounting for stock-based
employee compensation in accordance with ASC 718, "Share-Based Payment". In
accordance with ASC 718, option expense of $-0- and $-0- was recognized for the
years ended December 31, 2009 and 2008, respectively.
 
 Fair Value of Financial
Instruments
  The
recorded amounts of financial instruments, including cash equivalents, accounts
receivable, accounts payable and accrued expenses, and long-term debt
approximate their market values as of December 31, 2009 and 2008. The Company
has no investments in derivative financial instruments.
 
 Basic Loss per Share of
Common Stock
  The basic
loss per share of common stock is based on the weighted average number of shares
issued and outstanding at the date of the financial statements. Fully diluted
loss per share of common stock is not disclosed as the common stock equivalents
are antidilutive in nature.
  For
      the Years EndedDecember
      312009
              
              
              
              2008Numerator:Net Loss
              
              $
              (35,336)
              
              
              $
              (240,251)Denominator
      - weighted average shares
              
              
              5,274,400
              
              
              
              5,034,400Basic
      loss per share:
              
              $
              (0.01)
              
              
              $
              (0.05)
  At
December 31, 2009 and 2008, the Company had no common stock equivalents
outstanding.
  32
 RXBIDS
 (A
Development Stage Company)
 Notes to
Financial Statements
 December
31, 2009 and 2008
 
 Recent Accounting
Pronouncements
  In
January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation
(Topic 810):  Accounting and Reporting for Decreases in Ownership of a
Subsidiary. This amendment to Topic 810 clarifies, but does not change, the
scope of current US GAAP. It clarifies the decrease in ownership provisions of
Subtopic 810-10 and removes the potential conflict between guidance in that
Subtopic and asset derecognition and gain or loss recognition guidance that may
exist in other US GAAP. An entity will be required to follow the amended
guidance beginning in the period that it first adopts FAS 160 (now included in
Subtopic 810-10). For those entities that have already adopted FAS 160, the
amendments are effective at the beginning of the first interim or annual
reporting period ending on or after December 15, 2009. The amendments should be
applied retrospectively to the first period that an entity adopted FAS 160. The
Company does not expect the provisions of ASU 2010-02 to have a material effect
on the financial position, results of operations or cash flows of the
Company.
 
 In
January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic
505): Accounting for Distributions to Shareholders with Components of Stock and
Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to
Topic 505 clarifies the stock portion of a distribution to shareholders that
allows them to elect to receive cash or stock with a limit on the amount of cash
that will be distributed is not a stock dividend for purposes of applying Topics
505 and 260.  Effective for interim and annual periods ending on or
after December 15, 2009, and would be applied on a retrospective basis. The
Company does not expect the provisions of ASU 2010-01 to have a material effect
on the financial position, results of operations or cash flows of the
Company.
 
 In
December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises
Involved with Variable Interest Entities.  This Accounting Standards
Update amends the FASB Accounting Standards Codification for Statement 167. The
Company does not expect the provisions of ASU 2009-17 to have a material effect
on the financial position, results of operations or cash flows of the
Company.
 
 In
December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers
and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This
Accounting Standards Update amends the FASB Accounting Standards Codification
for Statement 166. The Company does not expect the provisions of ASU 2009-16 to
have a material effect on the financial position, results of operations or cash
flows of the Company.
 
 In
October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance
or Other Financing. This Accounting Standards Update amends the FASB Accounting
Standard Codification for EITF 09-1. The Company does not expect the provisions
of ASU 2009-15 to have a material effect on the financial position, results of
operations or cash flows of the Company.
 
 33
 RXBIDS
 (A
Development Stage Company)
 Notes to
Financial Statements
 December
31, 2009 and 2008
  NOTE 1 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Recent Accounting
Pronouncements (Continued)
  In
October 2009, the FASB issued Accounting Standards Update 2009-14, Software
(Topic 985):  Certain Revenue Arrangements That Include Software
Elements. This update changed the accounting model for revenue arrangements that
include both tangible products and software elements. Effective prospectively
for revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010. Early adoption is permitted. The Company
does not expect the provisions of ASU 2009-14 to have a material effect on the
financial position, results of operations or cash flows of the
Company.
  In
October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue
Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update
addressed the accounting for multiple-deliverable arrangements to enable vendors
to account for products or services (deliverables) separately rather than a
combined unit and will be separated in more circumstances that under existing US
GAAP.  This amendment has eliminated that residual method of
allocation. Effective prospectively for revenue arrangements entered into or
materially modified in fiscal years beginning on or after June 15,
2010.  Early adoption is permitted. The Company does not expect the
provisions of ASU 2009-13 to have a material effect on the financial position,
results of operations or cash flows of the Company.
 
 In
September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value
Measurements and Disclosures (Topic 820): Investments in Certain Entities That
Calculate Net Asset Value per Share (or Its Equivalent). This update provides
amendments to Topic 820 for the fair value measurement of investments in certain
entities that calculate net asset value per share (or its equivalent). It is
effective for interim and annual periods ending after December 15, 2009. Early
application is permitted in financial statements for earlier interim and annual
periods that have not been issued. The Company does not expect the provisions of
ASU 2009-12 to have a material effect on the financial position, results of
operations or cash flows of the Company.
 
 In July
2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task
Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The
provisions of EITF 09-1, clarifies the accounting treatment and disclosure of
share-lending arrangements that are classified as equity in the financial
statements of the share lender. An example of a share-lending arrangement is an
agreement between the Company (share lender) and an investment bank (share
borrower) which allows the investment bank to use the loaned shares to enter
into equity derivative contracts with investors. EITF 09-1 is effective for
fiscal years that beginning on or after December 15, 2009 and requires
retrospective application for all arrangements outstanding as of the beginning
of fiscal years beginning on or after December 15,
2009.  Share-lending arrangements that have been terminated as a
result of counterparty default prior to December 15, 2009, but for which the
entity has not reached a final settlement as of December 15, 2009 are within the
scope. Effective for share-lending arrangements entered into on or after the
beginning of the first reporting period that begins on or after June 15, 2009.
The Company does not expect the provisions of EITF 09-1 to have a material
effect on the financial position, results of operations or cash flows of the
Company.
 
 34
 RXBIDS
 (A
Development Stage Company)
 Notes to
Financial Statements
 December
31, 2009 and 2008
  NOTE 2 -
GOING CONCERN
 
 The
Company's financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has not yet established an ongoing source
of revenues sufficient to cover its operating costs which raises substantial
doubt regarding its ability to continue as a going concern. The ability of the
Company to continue as a going concern is dependent on the Company obtaining
adequate capital to fund operating losses until it becomes profitable. If the
Company is unable to obtain adequate capital, it could be forced to cease
operations.
 
 In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management's plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.
 
 The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.
 
 NOTE 3 -
RELATED PARTY TRANSACTIONS
 
 From
January 1, 2007 through the year ended December 31, 2009 the Company has
received cash advances from a shareholder and officer of $69,600. The advances
are unsecured, non interest bearing and due upon demand.
  NOTE 4 –
CAPITAL STOCK
  The
Company has 20,000,000 common shares authorized at a par value of
$0.01.  As of December 31, 2009 the Company has 5,274,400 shares of
common stock issued and outstanding.  The following is a list of all
sales of common the Company’s common stock from inception through the year ended
December 31, 2009.
 
 During
2006 the Company issued 4,480,000 shares of its common stock for cash at $0.05
per share. On January 18, 2007, the Company collected the $24,000 of stock
subscriptions receivable.
  During
2007, the Company issued 414,400 shares of common stock for cash of $103,600 at
$0.25 per share.
  During
2008, the Company issued 180,000 shares of common stock for cash of $45,000 and
200,000 shares for services valued at $50,000 based on the closing price of the
stock on the date of issuance. The Company’s common stock was issued at $0.25
per share.
  NOTE 5 –
SUBSEQUENT EVENTS
 
 In
accordance with ASC 855-10 Company management reviewed all material events
through the date of this report and there are no material subsequent events to
report.
 
 35
  SIGNATURES
 
 Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
  RxBidsBy:
                /S/
      Mack
      BradleyMack
      BradleyPresident
      and C.E.O.
                  Principal
      Financial Officer
                  Principal
      Accounting Officer
 Dated:   April
15, 2008
 
 Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
 
 Signature
              
              Title
              
              Date/S/
      MACKBRADLEY
              
              President,
      C.E.O. and director
              
              April
      15, 2010Mack
      Bradley
              
              Principal
      Financial OfficerPrincipal
      Accounting Officer/S/
      TRESCHAR. PEEPLES
              
              Vice
      President and Director
              
              April
      15, 2010Trescha
      R. Peeples
 
 36