**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-Q**

 

**(Mark One)**

 

|   | **x** | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF** |
|--------|-------|---------------------------------------------------------|

**THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the Quarter Ended June 30, 2009**

 

|   | **[** | **]** | **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. Employer Identification No.) |
|--------|---------------------------------|--------------------------------------|

|   | incorporation or organization) |
|--------|--------------------------------|

 

**9050 W. Warm Springs Rd #12-2129, Las Vegas, Nevada 89148**

(Address of principal executive offices)

 

**(702) 540-2222**

(Registrant's telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90            days.                                                                                                                                  Yes            xNo o

 

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

 

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 | [ | ] | Accelerated filer | [ | ] |
|--------|-------------------------|---|---|-------------------|---|---|

|   | Non-accelerated filer | [ | ] | 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 oNox

 

**APPLICABLE ONLY TO CORPORATE ISSUERS**

 

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

 

|   | **Class** | **Outstanding as of August 10, 2008** |
|--------|-----------|---------------------------------------|

 

|   | Common Stock, $.01 par value | 5,274,400 |
|--------|------------------------------|-----------|

 

 

-1-

----

**TABLE OF CONTENTS**

 

| **Heading** | **Page** |
|-------------|----------|

 

|   | **PART I** | **—** | **FINANCIAL INFORMATION** |
|--------|------------|-------------|---------------------------|

 

| Item 1. | Financial Statements | 3 |
|---------|----------------------|---|

 

| Item 2. | Management's Discussion and Analysis of Financial Condition and Results |
|---------|-------------------------------------------------------------------------|

|   | of Operations | 10 |
|--------|---------------|----|

 

| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 11 |
|---------|------------------------------------------------------------|----|

 

| Item 4(T). | Controls and Procedures | 11 |
|------------|-------------------------|----|

 

 

|   | **PART II** | **—** | **OTHER INFORMATION** |
|--------|-------------|-------------|-----------------------|

 

| Item 1. | Legal Proceedings | 13 |
|---------|-------------------|----|

 

| Item 1A. | Risk Factors | 13 |
|----------|--------------|----|

 

| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
|--------|-------------------------------------------------------------|----|

 

| Item 3. | Defaults Upon Senior Securities | 13 |
|---------|---------------------------------|----|

 

| Item 4. | Submission of Matters to a Vote of Securities Holders | 13 |
|---------|-------------------------------------------------------|----|

 

| Item 5. | Other Information | 13 |
|---------|-------------------|----|

 

| Item 6. | Exhibits | 13 |
|---------|----------|----|

 

|   | Signatures | 14 |
|--------|------------|----|

 

 

 

 

-2-

----

**PART I — FINANCIAL INFORMATION**

 

| **Item 1.** | **Financial Statements** |
|-------------|--------------------------|

 

The accompanying unaudited balance sheet of RxBids at June 30, 2009 and related unaudited statements of operations, stockholders' equity (deficit) and cash flows for the three and six months ended June 30, 2009 and 2008 and the period from June 18, 2004 (date of inception) through June 30, 2009, have been prepared by management in conformity with United States generally accepted            accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the RxBids December 31, 2008 audited financial statements. Operating results for the period ended June 30, 2009,            are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2009 or any other subsequent period.

 

 

 

 

 

 

 

**RxBIDS**

**(A Development Stage Company)**

 

**FINANCIAL STATEMENTS**

 

**June 30, 2009 and December 31, 2008**

 

 

 

 

 

-3-

----

 

 

 

| **RXBIDS**                                                                 |
|----------------------------------------------------------------------------|
| (A Development Stage Company)                                              |
| Balance Sheets                                                             |
|                                                                       |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |
| ASSETS                                                                     |
|                                                                       |   |   |   |   |   |   |   |
|                                                                       |   |   | June 30, |   | December 31, |
|                                                                       |   |   | 2009 |   | 2008 |
|                                                                       |   |   |   | (unaudited) |   |   |   |
|                                                                       |   |   |   |   |   |   |   |
| CURRENT ASSETS                                                             |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |
|                                                                       | Cash and cash equivalents | $ | 599 |   | $ | 678 |
|                                                                       |   |   |   |   |   |   |   |
|                                                                       |   | Total Current Assets |   | 599 |   |   | 678 |
|                                                                       |   |   |   |   |   |   |   |
| EQUIPMENT, NET                                                             |   | - |   |   | 88 |
|                                                                       |   |   |   |   |   |   |   |
|                                                                       |   | TOTAL ASSETS | $ | 599 |   | $ | 766 |
|                                                                       |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                             |
|                                                                       |   |   |   |   |   |   |   |
| CURRENT LIABILITIES                                                        |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |
|                                                                       | Accounts payable and accrued expenses | $ | 27,493 |   | $ | 26,301 |
|                                                                       | Payable - related party |   | 59,416 |   |   | 40,532 |
|                                                                       |   |   |   |   |   |   |   |
|                                                                       |   | Total Current Liabilities |   | 86,909 |   |   | 66,833 |
|                                                                       |   |   |   |   |   |   |   |
| STOCKHOLDERS' EQUITY (DEFICIT)                                             |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |
|                                                                       | Common stock; 20,000,000 shares |   |   |   |   |   |
|                                                                       | authorized at $0.01 par value, 5,274,400 |   |   |   |   |   |
|                                                                       | shares issued and outstanding |   | 52,744 |   |   | 52,744 |
|                                                                       | Additional paid-in capital |   | 502,488 |   |   | 502,488 |
|                                                                       | Deficit accumulated during the development stage |   | (641,542) |   |   | (621,299) |
|                                                                       |   |   |   |   |   |   |   |
|                                                                       |   | Total Stockholders' Equity (Deficit) |   | (86,310) |   |   | (66,067) |
|                                                                       |   | TOTAL LIABILITIES AND |   |   |   |   |   |
|                                                                       |   | STOCKHOLDERS' EQUITY (DEFICIT) | $ | 599 |   | $ | 766 |
|                                                                       |   |   |   |   |   |   |   |
|                                                                       |   |   |   |   |   |   |   |
| The accompanying notes are an integral part of these financial statements. |

 

 

-4-

----

 

| **RXBIDS**                    |                       |
|-------------------------------|----------------------------|
| (A Development Stage Company) |                       |
| Statements of Operations      |                       |
| (Unaudited)                   |                       |
|                          |                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                          |                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                          |                       |   |   |   |   |   |   |   |   |   | From Inception on |   |
|                          |                       |   |   |   |   |   |   |   |   |   | June 18, |   |
|                          |                       |   | For the Three Months Ended |   | For the Six Months Ended |   | 2004 Through |   |
|                          |                       |   | June 30, |   | June 30, |   | June 30, |   |
|                          |                       |   | 2009 |   | 2008 |   | 2009 |   | 2008 |   | 2009 |   |
|                          |                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| REVENUES                      |                       |   |   | $ | 247 |   | $ |   |   | $ | 247 |   | $ | 764 |   |
| COST OF SALES                 |                       |   |   |   | - |   |   |   |   |   | - |   |   | - |   |
| GROSS MARGIN                  |                       | - |   |   | 247 |   |   | - |   |   | 247 |   |   | 764 |   |
|                          |                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| OPERATING EXPENSES            |                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                          |                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                          | Depreciation expense       |   | 33 |   |   | 55 |   |   | 88 |   |   | 110 |   |   | 1,100 |   |
|                          | Sales and marketing        |   | 1,724 |   |   | - |   |   | 3,896 |   |   | 5,100 |   |   | 41,078 |   |
|                          | Research and development   |   | - |   |   | 31,000 |   |   | - |   |   | 31,000 |   |   | 155,325 |   |
|                          | Consulting fees            |   | 8,757 |   |   | 50,000 |   |   | 11,991 |   |   | 50,000 |   |   | 141,491 |   |
|                          | General and administrative |   | 1,417 |   |   | 47,265 |   |   | 3,892 |   |   | 81,187 |   |   | 302,081 |   |
|                          |                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                          |                       | Total Operating Expenses |   | 11,931 |   |   | 128,320 |   |   | 19,867 |   |   | 167,397 |   |   | 641,075 |   |
|                          |                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| INCOME FROM OPERATIONS        |                       | (11,931) |   |   | (128,073) |   |   | (19,867) |   |   | (167,150) |   |   | (640,311) |   |
|                          |                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| OTHER INCOME (EXPENSE)        |                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                          |                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                          | Interest Expense           |   | (376) |   |   | - |   |   | (376) |   |   | - |   |   | (1,231) |   |
|                          |                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                          |                       | Total Other Income |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                          |                       | (Expense) |   | (376) |   |   | - |   |   | (376) |   |   | - |   |   | (1,231) |   |
|                          |                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| LOSS BEFORE INCOME TAXES      |                       | (12,307) |   |   | (128,073) |   |   | (20,243) |   |   | (167,150) |   |   | (641,542) |   |
|                          |                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| INCOME TAX EXPENSE            |                       | - |   |   | - |   |   | - |   |   | - |   |   | - |   |
|                          |                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| NET LOSS                      | $                          | (12,307) |   | $ | (128,073) |   | $ | (20,243) |   | $ | (167,150) |   | $ | (641,542) |   |
|                          |                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| BASIC LOSS PER SHARE          | $                          | (0.00) |   | $ | (0.03) |   | $ | (0.00) |   | $ | (0.03) |   |   |   |   |

|                                                                                                                                                                                                                                                                                                                                                                                                  |   |      |   |   |      |   |   |      |   |   |      |   |   |   |   |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------|--------|--------|-----------|--------|--------|-----------|--------|--------|-----------|--------|--------|--------|--------|--------|
| WEIGHTED AVERAGE NUMBER                                                                                                                                                                                                                                                                                                                                                                               |   |      |   |   |      |   |   |      |   |   |      |   |   |   |
| OF SHARES OUTSTANDING                                                                                                                                                                                                                                                                                                                                                                                 |   | 5,274,400 |   |   | 4,984,400 |   |   | 5,274,400 |   |   | 4,954,400 |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                  |   |      |   |   |      |   |   |      |   |   |      |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                  |   |      |   |   |      |   |   |      |   |   |      |   |   |   |   |   |
|                                                  The accompanying notes are an integral part of these                            financial statements |

 

 

-5-

----

 

| **RXBIDS**                                   |
|----------------------------------------------|
| (A Development Stage Company)                |
| Statements of Stockholders' Equity (Deficit) |
|                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                         |   |   |   |   |   |   |   |   |   |   |   | Deficit |   |   |
|                                         |   |   |   |   |   |   |   |   |   |   |   | Accumulated |   |   |
|                                         |   |   |   |   |   | Additional |   | Stock |   | During the |   | Total |
|                                         | Common Stock |   | Paid-In |   | Subscriptions |   | Development |   | Stockholders' |
|                                         | Shares |   | 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 at $0.07                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| per share                                    | 4,480,000 |   |   | 44,800 |   |   | 311,832 |   |   | (24,000) |   |   | - |   |   | 332,632 |
|                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net 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) |   |   | 190,397 |
|                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Cash received for stock                      |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| subscriptions receivable                     | - |   |   | - |   |   | - |   |   | 24,000 |   |   | - |   |   | 24,000 |
|                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Issuance of common stock for                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| cash at $0.25 per share                      | 414,400 |   |   | 4,144 |   |   | 99,456 |   |   | - |   |   | - |   |   | 103,600 |
|                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net 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) |   |   | 79,184    |
|                                                                       |      |   |   |   |   |   |    |   |   |   |   |   |      |   |   |      |
| Issuance of common stock for                                               |      |   |   |   |   |   |    |   |   |   |   |   |      |   |   |      |
| cash at $0.25 per share                                                    | 180,000   |   |   | 1,800  |   |   | 43,200  |   |   | -      |   |   | -         |   |   | 45,000    |
|                                                                       |      |   |   |   |   |   |    |   |   |   |   |   |      |   |   |      |
| Issuance of common stock for                                               |      |   |   |   |   |   |    |   |   |   |   |   |      |   |   |      |
| services at $0.25 per share                                                | 200,000   |   |   | 2,000  |   |   | 48,000  |   |   | -      |   |   | -         |   |   | 50,000    |
|                                                                       |      |   |   |   |   |   |    |   |   |   |   |   |      |   |   |      |
| Net loss for the year                                                      |      |   |   |   |   |   |    |   |   |   |   |   |      |   |   |      |
| ended December 31, 2008                                                    | -         |   |   | -      |   |   | -       |   |   | -      |   |   | (240,251) |   |   | (240,251) |
|                                                                       |      |   |   |   |   |   |    |   |   |   |   |   |      |   |   |      |
| Balance, December 31, 2008                                                 | 5,274,400 |   |   | 52,744 |   |   | 502,488 |   |   | -      |   |   | (621,299) |   |   | (66,067)  |
|                                                                       |      |   |   |   |   |   |    |   |   |   |   |   |      |   |   |      |
| Net loss for the six months                                                |      |   |   |   |   |   |    |   |   |   |   |   |      |   |   |      |
| ended June 30, 2009 (unaudited)                                            | -         |   |   | -      |   |   | -       |   |   | -      |   |   | (20,243)  |   |   | (20,243)  |
|                                                                       |      |   |   |   |   |   |    |   |   |   |   |   |      |   |   |      |
| Balance, June 30, 2009 (unaudited)                                         | 5,274,400 |   | $      | 52,744 |   | $      | 502,488 |   | $      | -      |   | $      | (641,542) |   | $      | (86,310)  |
|                                                                       |      |   |   |   |   |   |    |   |   |   |   |   |      |   |   |      |
|                                                                       |      |   |   |   |   |   |    |   |   |   |   |   |      |   |   |      |
| The accompanying notes are an integral part of these financial statements. |

 

 

-6-

----

 

| **RXBIDS**                    |
|-------------------------------|
| (A Development Stage Company) |
| Statements of Cash Flows      |
| (Unaudited)                   |
|                          |   |   |   |   |   |   |   |   |   |   |
|                          |   |   |   |   |   |   |   | From Inception on |
|                          |   |   |   |   |   |   |   | June 18, 2004 |
|                          |   |   |   |   |   |   |   | Through |
|                          |   |   |   | For the Six Months Ended |   | June 30, |
|                          |   |   |   | 2009 |   | 2008 |   | 2009 |
|                          |   |   |   |   |   |   |   |   |   |   |   |
| OPERATING ACTIVITIES          |   |   |   |   |   |   |   |   |
|                          |   |   |   |   |   |   |   |   |   |   |   |
|                          | Net loss | $ | (20,243) |   | $ | (167,150) |   | $ | (641,542) |
|                          | Adjustments to reconcile net loss to net cash |   |   |   |   |   |   |   |   |
|                          | used by operating activities: |   |   |   |   |   |   |   |   |
|                          |   | Common stock issued for services |   | - |   |   | 50,000 |   |   | 50,000 |
|                          |   | Depreciation and amortization |   | 88 |   |   | 110 |   |   | 1,100 |
|                          | Changes in operating assets and liabilities: |   |   |   |   |   |   |   |   |
|                          |   | Change in accounts receivable |   |   |   |   | 128 |   |   | - |
|                          |   | Change in accounts payable |   | 1,192 |   |   | 43,218 |   |   | 27,493 |
|                          |   |   |   |   |   |   |   |   |   |   |   |
|                          |   |   | Net Cash Used in |   |   |   |   |   |   |   |   |
|                          |   |   | Operating Activities |   | (18,963) |   |   | (73,694) |   |   | (562,949) |
|                          |   |   |   |   |   |   |   |   |   |   |   |
| INVESTING ACTIVITIES          |   |   |   |   |   |   |   |   |
|                          |   |   |   |   |   |   |   |   |   |   |   |
|                          |   | Purchase of property and equipment |   | - |   |   | - |   |   | (1,100) |
|                          |   |   |   |   |   |   |   |   |   |   |   |
|                          |   |   | Net Cash Used in |   |   |   |   |   |   |   |   |
|                          |   |   | Investing Activities |   | - |   |   | - |   |   | (1,100) |
|                          |   |   |   |   |   |   |   |   |   |   |   |
| FINANCING ACTIVITIES          |   |   |   |   |   |   |   |   |
|                          |   |   |   |   |   |   |   |   |   |   |   |
|                          |   | Proceeds from related party loans |   | 18,884 |   |   | - |   |   | 392,048 |
|                          |   | Proceeds from common stock issued |   | - |   |   | 45,000 |   |   | 172,600 |
|                          |   |   |   |   |   |   |   |   |   |   |   |
|                          |   |   | Net Cash Provided by |   |   |   |   |   |   |   |   |
|                          |   |   | Financing Activities |   | 18,884 |   |   | 45,000 |   |   | 564,648 |
|                          |   |   |   |   |   |   |   |   |   |   |   |
|                          |   | NET DECREASE IN CASH |   | (79) |   |   | (28,694) |   |   | 599 |
|                          |   |   |   |   |   |   |   |   |   |   |   |
|                          |   | CASH AT BEGINNING OF PERIOD |   | 678 |   |   | 82,977 |   |   | - |
|                          |   |   |   |   |   |   |   |   |   |   |   |
|                          |   | CASH AT END OF PERIOD | $ | 599 |   | $ | 54,283 |   | $ | 599 |
|                          |   |   |   |   |   |   |   |   |   |   |   |
|  

                 |   |   |   |   |   |   |   |   |   |   |   |
| .                             |

 

 

| SUPPLEMENTAL DISCLOSURES OF                                                |                             |   |   |   |   |   |   |   |
|----------------------------------------------------------------------------|----------------------------------|--------|--------|--------|--------|--------|--------|--------|
| CASH FLOW INFORMATION                                                      |                             |   |   |   |   |   |   |   |
|                                                                       |                             |   |   |   |   |   |   |   |   |   |
| CASH PAID FOR:                                                             |                             |   |   |   |   |   |   |   |
|                                                                       |                             |   |   |   |   |   |   |   |   |   |
|                                                                       | Interest                         | $      | 376    |   | $      | -      |   | $      | 376 |
|                                                                       | Income Taxes                     | $      | -      |   | $      | -      |   | $      | - |
|                                                                       |                             |   |   |   |   |   |   |   |   |   |
| NON-CASH FINANCING ACTIVITIES:                                             |                             |   |   |   |   |   |   |   |
|                                                                       | Common stock issued for services | $      | -      |   |   | 50,000 |   | $      | 50,000 |
|                                                                       | Common stock issued for debt     | $      | -      |   | $      | -      |   | $      | 332,632 |
|                                                                       |                             |   |   |   |   |   |   |   |   |   |
| The accompanying notes are an integral part of these financial statements. |

 

 

 

 

 

 

-7-

----

**RXBIDS**

(A Development Stage Company)

Condensed Notes to Financial Statements

June 30, 2009 and December 31, 2008

 

**NOTNOTE 1 - CONDENSED FINANCIAL STATEMENTS**

 

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2009, and for all periods presented herein, have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December            31, 2008 audited financial statements. The results of operations for the periods ended June 30, 2009 and 2008 are not necessarily indicative of the operating results for the full years.

 

**NOTNOTE 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 and allow it 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.

 

**NOTNOTE 3 – SIGNIFICANT ACCOUNTING POLICIES**

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.            Actual results could differ from those estimates.

 

 

-8-

----

 

**RXBIDS**

(A Development Stage Company)

Condensed Notes to Financial Statements

June 30, 2009 and December 31, 2008

 

**NOTNOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**

 

Recent Accounting Pronouncements

 

In May 2009, the FASB issued FAS 165, “Subsequent Events”. This pronouncement establishes standards for accounting for and disclosing subsequent events (events which occur after the balance sheet date but before financial statements are issued or are available to be issued). FAS 165 requires and entity to disclose the date subsequent events were evaluated and whether that            evaluation took place on the date financial statements were issued or were available to be issued. It is effective for interim and annual periods ending after June 15, 2009. The adoption of FAS 165 did not have a material impact on the Company’s financial condition or results of operation.

 

In June 2009, the FASB issued FAS 166, “Accounting for Transfers of Financial Assets” an amendment of FAS 140. FAS 140 is intended to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets: the effects of a transfer on its financial            position, financial performance , and cash flows: and a transferor’s continuing involvement, if any, in transferred financial assets. This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of FAS 166 to have an impact on the Company’s results of operations, financial condition or cash flows.

 

In June 2009, the FASB issued FAS 167, “Amendments to FASB Interpretation No. 46(R)”. FAS 167 is intended to (1) address the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), *Consolidation of Variable Interest Entities*, as a result of the elimination of the qualifying special-purpose            entity concept in FAS 166, and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provided timely and useful information about an enterprise’s involvement in a variable interest entity. This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009.            The Company does not expect the adoption of FAS 167 to have an impact on the Company’s results of operations, financial condition or cash flows.

 

In June 2009, the FASB issued FAS 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”. FAS 168 will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and            Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. This statement is effective for financial statements issued for interim and annual periods ending after            September 15, 2009.The Company does not expect the adoption of FAS 168 to have an impact on the Company’s results of operations, financial condition or cash flows.

 

 

 

-9-

----

**Item 2.****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-Q.*

 

**Liquidity and Capital Resources**

 

In December 2007, we realized gross proceeds of $103,600 from the public offering of our common stock. We have used the majority of these proceeds to complete development of our website and to commence advertising to promote and market our medical prescription auction service. At of June 30, 2009, we had available cash of $599 compared to $678 at December 31,            2008. Management believes we must secure additional funds to adequately sustain operations during the remainder of fiscal 2009. If during this period we have not begun to realize sufficient revenues to fund ongoing operations, we will have to consider new sources of financing. We do not currently have any arrangements or plans for future financing and there is no assurance that we will be able to secure financing on favorable terms or at all.

 

At June 30, 2009, we had total current assets of $599 in cash and total current liabilities of $86,909, consisting of accounts payable and accrued expenses of $27,493 and a payable to related party of $59,416. At December 31, 2008, we had total current assets of $678 in cash, and total current liabilities of $66,833, consisting of accounts payable and accrued            expenses of $26,301 and a payable to related party of $40,432. Working capital at June 30, 2009was a negative $86,310 compared to $66,155 at December 31, 2008. This decrease in working capital for the first six months of 2009 is primarily due to the 47% increase in the payable to related party, which represents additional borrowing during the period. There was also a 5% increase in accounts payable and accrued expenses. At June 30, 2009, we had total assets of            $599 and a stockholders’ deficit of $86,310, compared to total assets of $766 and a stockholders' deficit of $66,067 at December 31, 2008. 

 

Net cash used by operating activities was $18,963 for the first six months of 2009 compared to $73,694 for the comparable 2008 period. This result is primarily attributed to the decreased net loss from $167,150 for the 2008 period, compared to $20,243 for the 2009 period. Also during the first six months of 2009, we realized $18,884 in proceeds from related party            loans.

 

**Results of Operations**

 

We did not realize any revenues for the three-month period (“second quarter”) ended June 30, 2009 compared to revenues of $247 for the second quarter of 2008. Total operating expenses for the second quarter of 2009 were $11,931, a 91% decrease from $128,320 for the second quarter of 2008. The decrease is primarily attributed to the 97% decrease in            general and administrative expenses, from $47,265 in 2008 to $1,417 in 2009, due to the elimination of website and business development expenses. The decrease was also due to research and development expenses of $31,000 in the second quarter in 2008 compared to $0 in 2009, reflecting the decreased research and development activity in 2009, and the 82% decrease in consulting fees from $50,000 in the second quarter of 2008 to $8,757 for the 2009 period. Our net loss was $12,307 for            the second quarter of 2009 compared to $128,073 for the second quarter of 2008.

 

 

-10-

----

 

|   | We did not receive revenues for the six months ended June 30, 2009 compared to $247 for the |
|--------|---------------------------------------------------------------------------------------------|

2008 period. Total operating expenses for the first six months of 2009 decreased 88% to $19,867 from $167,397 for the comparable 2008 period, primarily attributed to the 95% decrease in general and administrative expenses, from $81,187 in 2008 to $3,892 in 2009, due to the elimination of website and business development expenses. Contributing to the decrease was the decrease in            research and development expenses from $31,000 for the first six months of 2008 to $0 in 2009 and the 76% decrease in consulting fees from $50,000 in the first six months of 2008 to $11,991 for the 2009 period. Our net loss was $20,243 for the first six months of 2009 compared to $167,150 for the 2008 period. 

 

In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

 

**Net Operating Loss**

 

The Company has accumulated approximately $621,299 of net operating loss carryforward at December 31, 2008. This loss carryforward may be offset against future taxable income through the year 2028. 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, 2008 or six-month period ended June 30, 2009 because it has been fully offset by a valuation allowance. 

 

**Inflation**

 

In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

 

**Off-balance Sheet Arrangements**

 

|   | We have no off-balance sheet arrangements. |
|--------|--------------------------------------------|

 

**Forward-Looking and Cautionary Statements**

 

This report includes "forward-looking statements" that may relate 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. 

 

When used in this report, 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 our future plans of operations, business strategy, operating results, and financial position.

 

We caution readers that a variety of factors could cause our actual results to differ materially from the anticipated results or other matters expressed in forward-looking statements. These risks and uncertainties, many of which are beyond our control, include:

 

 

 

-11-

----

 

|   | ● | 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 we believe the expectations reflected in these forward-looking statements are reasonable, such expectations cannot guarantee future results, levels of activity, performance or achievements.

 

| **Item 3.** | **Quantitative and Qualitative Disclosures About Market Risk.** |
|-------------|-----------------------------------------------------------------|

 

|   | This item is not required for a smaller reporting company. |
|--------|------------------------------------------------------------|

 

| **Item 4(T).** | **Controls and Procedures.** |
|----------------|------------------------------|

 

*Evaluation of Disclosure Controls and Procedures*. Disclosure controls and procedures (as defined in Rules  13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the            time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and principal accounting officer, to allow timely decisions regarding required disclosures.

 

As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and            procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures,            management is required to apply its reasonable judgment. Based on the evaluation described above, our management, including our principal executive officer and principal accounting officer, have concluded that, as of June 30, 2009, our disclosure controls and procedures were effective.

 

*Changes in Internal Control Over Financial Reporting*. Management has evaluated whether any change in our internal control over financial reporting occurred during the second quarter of 

 

 

 

-12-

----

 

fiscal 2009. Based on its evaluation, management, including the chief executive officer and principal accounting officer, has concluded that there has been no change in our internal control over financial reporting during the second quarter of fiscal 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

**PART II — OTHER INFORMATION**

 

| **Item 1.** | **Legal Proceedings** |
|-------------|-----------------------|

 

There are no material pending legal proceedings to which we are a party or to which any of our property is subject and, to the best of our knowledge, no such actions against us are contemplated or threatened.

 

| **Item 1A.** | **Risk Factors** |
|--------------|------------------|

 

|   | This item is not required for a smaller reporting company. |
|--------|------------------------------------------------------------|

 

| **Item 2.** | **Unregistered Sales of Equity Securities and Use of Proceeds** |
|-------------|-----------------------------------------------------------------|

 

|   | This Item is not applicable. |
|--------|------------------------------|

 

| **Item 3.** | **Defaults Upon Senior Securities** |
|-------------|-------------------------------------|

 

|   | This Item is not applicable. |
|--------|------------------------------|

 

| **Item 4.** | **Submission of Matters to a Vote of Security Holders** |
|-------------|---------------------------------------------------------|

 

|   | This Item is not applicable. |
|--------|------------------------------|

 

| **Item 5.** | **Other Information** |
|-------------|-----------------------|

 

|   | This Item is not applicable. |
|--------|------------------------------|

 

| **Item 6.** | **Exhibits** |
|-------------|--------------|

 

|   | Exhibit 31.1 | Certification of C.E.O. and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|--------|--------------|---------------------------------------------------------------------------------------------------------------------|

 

|   | Exhibit 32.1 | Certification of C.E.O. and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|--------|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

 

 

 

-13-

----

                                                                                               **SIGNATURES**

 

Pursuant to the requirements 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.

 

|   | **RxBids** |
|--------|------------|

 

 

| Date: August 19, 2009 | By:/S/     | MACKBRADLEY |
|-----------------------|--------------------------------|-------------|

|   |  | ***Mack Bradley*** |
|--------|--|--------------------|

|   |  | President, CEO and Director |
|--------|--|-----------------------------|

|   |  | (Acting Principal Accounting Officer) |
|--------|--|---------------------------------------|

 

 

 

 

-14-