UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  Form 10-KSB/A

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(Mark one)

[_]  Annual Report Under Section 13 or 15(d) of The  Securities  Exchange Act of
     1934

For the fiscal year ended _____________.

[X]  Transition Report Under Section 13 or 15(d) of The Securities  Exchange Act
     of 1934

For the transition period from March 1, 2003 to December 31, 2003.

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Commission File Number: 000-31477

                                 Bidville, Inc.
                     ---------------------------------------
        (Exact name of small business issuer as specified in its charter)

          Nevada                                             98-0224958
--------------------------                            --------------------------
  (State of incorporation)                             (IRS Employer ID Number)

                         601 Cleveland Street, Suite 120
                            Clearwater, Florida 33755
                   -----------------------------------------
                    (Address of principal executive offices)

                                 (727) 442-9669
                   -----------------------------------------
                           (Issuer's telephone number)

                                       N/A
                   -----------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

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Securities registered under Section 12 (b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

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<PAGE>


Check  whether  the issuer  has (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period the Company was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.     Yes [X] No [_]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of Company's knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [_]

The issuer's  proforma  revenues for the fiscal year ended December 31, 2003 was
$45,627.  These  revenues  are  proforma  due to the  change in  control  of the
operating subsidiary in August 2003.

The aggregate market value of voting common equity held by  non-affiliates as of
March 22, 2004 was approximately $22,704,000.

As of December 31, 2003, there were 29,770,007 shares of Common Stock issued and
outstanding.

Transitional Small Business Disclosure Format: Yes [_]  No [X]











<PAGE>


                                 Bidville, Inc.

                                Index to Contents

                                                                            Page
                                                                          Number
Part I

Item 1     Description of Business
Item 2     Description of Property
Item 3     Legal Proceedings
Item 4     Submission of Matters to a Vote of Security Holders

Part II

Item 5     Market for Company's Common Stock and
              Related Stockholders Matters
Item 6     Management's Discussion and Analysis or Plan of Operation
Item 7     Financial Statements
Item 8     Changes in and Disagreements with Accountants
              on Accounting and Financial Disclosures
Item 8A    Controls and Procedures

Part III

Item 9     Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act
Item 10    Executive Compensation
Item 11    Security Ownership of Certain Beneficial Owners and Management
              and Related Stockholder Matters
Item 12    Certain Relationships and Related Transactions
Item 13    Exhibits and Reports on 8-K
Item 14    Principal Accountant Fees and Services

Signatures


<PAGE>


                  Caution Regarding Forward-Looking Information

     Certain  statements  contained in this annual  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

     Such factors include, among others, the following: international,  national
and local  general  economic and market  conditions:  demographic  changes;  the
ability of the Company to sustain, manage or forecast its growth; the ability of
the Company to successfully make and integrate acquisitions;  raw material costs
and availability; new product development and introduction;  existing government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

     Given these  uncertainties,  readers of this Form 10-KSB and  investors are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.




<PAGE>



                                     PART I

Item 1 - Description of Business

     Bidville,  Inc.  ("Bidville") was originally formed as  Greatestescapes.Com
Inc. on February  10, 1999,  under the laws of the State of Nevada.  The Company
was  originally  in the  business  of  operating  a  multi-media  travel-related
publishing enterprise. Greatestescapes.Com Inc. marketed travel-related products
based on the content of its print  publications as well as its digital  Internet
magazine.  Products  included a wide range of goods  through  its online  store,
www.GreatestEscapesStore.com.  The  Company  intended  to develop  other  travel
products to be sold and distributed  through its on-line  department  store, two
websites, www.GreatestEscapesStore.com and www.LiteraryTrips.com, and other more
traditional outlets.

     Pursuant to an Agreement and Plan of Reorganization dated October 12, 2000,
Greatestescapes.Com  acquired  one  hundred  percent  (100%) of the  issued  and
outstanding  shares of common stock of Capstra  Capital,  Corp.  ("Capstra"),  a
Washington  corporation,  from the  shareholders  thereof in an  exchange  of an
aggregate  of 450,000  shares of common stock of  Greatestescapes.Com  and other
consideration consisting of cash and payments of certain fees and expenses equal
to $30,000  ("the  Acquisition").  Immediately  following the  acquisition,  the
Company  formed  Greatestescapes  Corp.  ("Subco"),  a  newly-formed  Washington
corporation, formed solely for the purpose of being a wholly-owned subsidiary of
the Company.  Subco then merged with Capstra ("the Merger"). The Acquisition was
approved by the  unanimous  consent of the Board of Directors of Capstra and its
shareholders on October 12, 2000 and became  effective as of that same date. The
Merger was approved by unanimous consent of the respective Board of Directors of
Subco and the Company on October 12,  2000,  effective  October  16,  2000.  The
Acquisition  and Merger was intended to qualify as a  reorganization  within the
meaning  of  Section  368(a)(1)(B)  of the  Internal  Revenue  Code of 1986,  as
amended.  Upon  effectiveness  of the Acquisition  and Merger,  pursuant to Rule
12g-3(a) of the General Rules and  Regulations  of the  Securities  and Exchange
Commission  ("SEC"),  the  Company  elected  to become the  successor  issuer to
Capstra for reporting  purposes  under the  Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act") and  elected to report  under the  Exchange  Act
effective October 16, 2000.

     On December 1, 2000,  Greatestescapes.com,  Inc.  entered into an agreement
with its  controlling  shareholders  and  officers  whereby the  officers  would
acquire  all the assets  and  operations  of the  Company  in  exchange  for the
assumption of liabilities  related thereto.  Further, a controlling  shareholder
surrendered 5,000 shares of common stock to the Company for no consideration. As
a  result  of  this  transaction,   Greatestescapes.com,  Inc.  had  no  assets,
liabilities or operations.

     On July 17, 2001,  the Company  changed its name from  Greatestescapes.com,
Inc., to American Ammunition,  Inc., and approved  authorization in its Articles
of Incorporation to issue 50,000,000  shares,  par value of $0.001, of preferred



                                       5
<PAGE>


stock of the Corporation upon such terms, conditions, privileges and limitations
as the Board of Directors deems  appropriate.  These two (2)  transactions  were
approved  by  the   shareholders   by  consent  and  the  Amended   Articles  of
Incorporation were filed with the State of Nevada on July 23, 2001. On that same
date, the Company also  authorized a reverse split of its common stock at a rate
of 1 for 200, with the proviso that no shareholder  holding more than 500 shares
of stock  have  their  stock  reduced  below  500  shares  of stock  and that no
shareholder holding less than 500 shares of stock have any such reduction in the
amount of stock owned by such  shareholder.  This reverse split is effective for
all  shareholders  of record on July 17, 2001, and was implemented on electronic
and other quotation  systems at the close of business on August 13, 2001.  After
the effect of the reverse split,  the Company had 110,007 shares of common stock
issued and outstanding, as rounded. The effect of the reverse split is presented
in the accompanying financial statements as of the first day of the first period
presented.

     On July 20, 2001, the Company entered into a Share Exchange  Agreement,  to
be completed on or before August 31, 2001, whereby the Company would acquire one
hundred  percent  (100%) of the  issued  and  outstanding  capital  stock of F&F
Equipment, Inc. ("F&F"), a privately-owned Florida corporation,  in exchange for
25,000,000  post-reverse  split  shares  of the  Company's  common  stock.  This
transaction was to effect a reverse acquisition of F&F.

     On August 31, 2001,  F&F and the Company agreed that there was a failure of
consideration  on the part of one or both of the parties to the  Agreement.  F&F
and the Company agreed that it was in the best interest of both parties to void,
cancel and  terminate  the Agreement ab initio and to release any claims F&F had
or may have against the  Company,  as well as any claims that the Company had or
may  have  against  F&F in  consideration  of such  release.  Subsequent  to the
termination of the F&F  transaction,  the Company  changed its corporate name to
American Recreational Enterprises, Inc. ("AREP").

     On February  14,  2003,  concurrent  with a change in control,  the Company
initiated a new  business  plan.  On April 23,  2003,  the Company  formed a new
wholly-owned subsidiary, Lenders/Investors, Inc., a Florida corporation, for the
purpose  of (a)  making  medium  to high  risk  unsecured  loans to third  party
individuals,  corporations  and/or other  entities;  (b) equity  investments  in
early-stage,  early-growth,  pre-IPO  companies with a primary objective of both
long-term  appreciation  as well as  short-term  profits;  and c) general  asset
management.  From the time it was formed until the subsidiary  was  subsequently
spun  off  to  the  Company's  shareholders,  Lenders/Investors,  Inc.  had  not
conducted any business.

     On December 10, 2003, the Company,  NoBidding,  Inc.  ("NoBidding"),  a New
Jersey  corporation  formed on April 19, 1999, and the individual holders of the
outstanding  capital stock of NoBidding,  consummated a reverse acquisition (the
"Reorganization")  pursuant to a certain Share Exchange Agreement  ("Agreement")
of such date.  The  Agreement  provided  for one hundred  percent  (100%) of the
shares of  NoBidding  to be acquired by the Company in exchange  for  20,000,000



                                       6
<PAGE>


shares of common stock of the Company and $50,000 cash and for the establishment
of a new Board of  Directors  of the Company  consisting  entirely of  NoBidding
directors.  The Agreement  also  mandated that the total issued and  outstanding
shares of the  Company  immediately  after the  closing  of the  transaction  be
25,360,007 shares. The Company's  subsidiary,  Lenders/Investors,  Inc. was spun
off to the Company's  shareholders  prior to the  Agreement and  Reorganization,
leaving NoBidding as the only wholly-owned  operating  subsidiary of the Company
after effecting the Agreement. The Reorganization was accounted for as a reverse
acquisition.

     The Board of  Directors of the Company (the  "Board")  appointed  Gerald C.
Parker, Michael Palandro,  Robert W. Pearce, C. John Dewey and Edward Orlando to
serve as members of the Board  until the next  meeting  of the  shareholders  in
which directors are elected.  Subsequently,  Jorge Elias, the existing president
of the Company,  tendered his  resignation  in accordance  with the terms of the
Agreement and Gerald C. Parker was elected Chairman of the Board.

     The Company amended its Articles of  Incorporation  to change its name from
American Recreational Enterprises,  Inc. to Bidville, Inc. on December 10, 2003.
The total issued and outstanding common stock after effecting the Share Exchange
Agreement was 25,360,007 shares.  Effective January 7, 2004, the Company changed
its symbol on the OTCBB from "AREP" to "BVLE."

     In addition,  concurrent with the  acquisition of NoBidding,  the Company's
management  elected to change the Company's  fiscal year-end from February 28 to
December 31. The Company's  subsequent  periodic filing,  in accordance with the
Securities Exchange Act of 1934, as amended, was the present Form 10-KSB for the
transition  period from March 1, 2003 to December 31, 2003, which was filed with
the Securities and Exchange Commission ("SEC") on March 30, 2004.

     On March 24, 2004,  Bidville  acquired 321 Play, Inc.  ("321"),  a New York
corporation,  and its subsidiary  Buy Sell  Connect.com,  Inc.,  also a New York
corporation,  to operate as subsidiaries of the Company. In exchange for 100% of
the common stock of 321, we agreed to issue the existing 321  shareholders  five
hundred thousand (500,000) shares of Bidville restricted common stock ("purchase
price") and up to an additional three million  (3,000,000)  shares of restricted
common stock payable upon 321 reaching certain  performance goals, as defined in
the  agreement,  payable over a period of up to three years from the date of the
agreement.

     Subsequent  to the  acquisition  but on the  same  date,  321  executed  an
executive employment  agreement with Alina Mezhbovski,  who is to serve as 321's
Chief  Executive  Officer for a period of three (3) years.  321 also executed on
the  same  date  a  three-year  consulting  agreement  with  Mezhcorp  LLC.  For
additional information about these agreements, see "Employee and Consultants".




                                       7
<PAGE>



Online Auction Industry Background

Overview

     Within the last decade, the shape of the consumer marketplace has undergone
a  dramatic  change,  primarily  due  to the  emergence  of  the  Internet  as a
commercial medium. The Internet has evolved into the fastest-growing  electronic
communications  tool in history,  with the potential to provide more  connective
power, purchasing capability,  and knowledge resources than print and telephonic
media  combined.  In the United States alone,  the number of people with regular
Internet  access has expanded from roughly 86 million  persons in March 2000, to
126 million in August 2003. Sources:  UCLA Center for Communication Policy, UCLA
Internet Report: Surveying the Digital Future (2000); America's Online Pursuits:
The Changing  Picture of Who's Online and What They Do, Internet & American Life
Project, December 22, 2003.

     Consumers   worldwide  are  now  taking  part  in  a  phenomenon  known  as
"e-commerce,"  where  goods  are  bought  and sold at the click of a button in a
global electronic  marketplace.  Online shopping,  or  "e-purchasing,"  has been
growing  steadily in the United  States,  despite the recent  economic slump and
decline in consumer confidence.  Published reports vary, however, as of December
2002, more than 67 million Americans had bought products online,  representing a
growth of 63% from the 41 million Americans who had bought products online as of
March 2000.  The number of Americans who made online  purchases on a typical day
doubled (from 3 million to 6 million) between 2000 and 2002.  Source:  America's
Online Pursuits, Internet & American Life Project, December 22, 2003.

     As researchers  from the Internet  Project noted in a December 2002 report,
"this  increase in  e-purchasing  occurred  alongside a substantial  decrease in
overall  consumer  confidence in the whole U.S.  economy during the same period.
Consumer  comfort  levels and  satisfaction  in the online world  appeared to be
rising,  even as the offline  markets were sagging;  in September  2002,  85% of
those who had ever bought  products  online said that they  `always' or `most of
the time' were able to find and buy the products they were seeking.  However, it
is important to note that while most Internet users have embraced the transition
to e-commerce,  the overall  volume of online sales has generally  constituted a
very small portion of the total retail market in America."



                                       8
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     In addition,  researchers  have  attributed  the growth of online  consumer
activity  between  2000 and 2002 to the fact that the  Internet  population  was
still in the process of maturing.  "Our  research has  repeatedly  shown that as
Internet users gain experience, they are increasingly at ease with making online
purchases and are more likely to spend money on the Web. For example,  while 67%
of Internet users with 4-5 years of experience had bought  products online as of
December 2002, just 45% of those who had been online for 2-3 years had done so."
Source: Counting on the Internet, Internet & American Life Project, December 29,
2002.

     The  Forrester  Group  estimates  that  e-commerce  will  approximate  $6.7
trillion  by  2004,  a  marked  increase  from  the  $657  billion  reported  by
International Data Corporation for the year ended 2000. In addition, despite the
fact that the overall growth of the Internet population seemed to be stabilizing
in 2002, e-commerce is expected to continue to develop at an extraordinary pace,
with  projected  growth  increases  of 71% and 67% by the end of 2004  and  2005
respectively.

The Online Auction Market

     One form of e-commerce  that has  experienced  tremendous  growth in recent
years is the online auction format,  nearly doubling its number of users between
the beginning of 2000 and the end of 2002.  "In March 2000, 13 million  American
Internet  users had  placed a bid,  bought an item,  or sold an item  through an
auction website.  But by December 2002, there were 24 million  Americans who had
exchanged their wares online." Source:  America's  Online  Pursuits,  Internet &
American Life Project,  December 22, 2003.  Contributing to this growth has been
the successful  online auction format first  introduced by eBay, which created a
person-to-person  Web-based  trading community that allows sellers to list items
for sale, buyers to bid on items of interest and all users to browse through all
of the items listed in any given category.

     Popularity of Online Auctions

     Online  auctions  have become  particularly  popular  because the  Internet
serves as a global marketplace for consumers - a single place where a person can
find  anything  they are looking for and easily  compare  prices,  regardless of
where they live. For sellers,  online  auctions  provide access to a much larger
pool of potential  customers  than  traditional  means,  at a much lower cost of
access.  Online auctions not only make selling easier for businesses,  they also
provide a place for  individuals to offer their goods and services to the global
Internet population.  In addition,  the auction format itself creates a sense of
urgency  among  buyers to bid for goods  before an  auction  ends,  creating  an
exciting and captivating trading environment.

     As part of an effort to educate  auction-goers  about how to take advantage
of this new marketplace and minimize potential  problems,  the National Consumer
League (the "NCL")  conducted a survey at the end of 2000 to  determine  how and
why  people  participate  in  online  auctions.  Overall,  most  of  the  survey



                                       9
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respondents who participated in online auctions  indicated that they did so only
as bidders.  The study found that  bidders  were  attracted  to online  auctions
because they were looking for either:  bargains (43%), hard to find items (23%),
or things they collect  (21%).  In addition,  of those who had  participated  as
bidders  in  online  auctions,   eighty-three   percent  (83%)  actually  bought
something.  The  average  value of most  purchases  was $100 or less (75 %), but
twenty-one  percent  (21%) of buyers  said the  average  value of their  auction
purchases was between $101 and $500.  Source:  National Consumer League,  Online
Auction Survey Summary, January 31, 2001.

     Despite having such a large group of current and potential  customers,  the
online auction marketplace has historically been highly fragmented, dominated by
one or two online auction  companies  without any real  competition.  The online
auction market is growing and is highly responsive to simplicity,  new marketing
ideas and  online  innovation.  No  expensive  infrastructure  or  inventory  is
required to enter the market.  Skilled  personnel  and  technology  are the only
barriers to entry that exist.

     As a result, Bidville was created in 1999 by Dr. Edward Orlando, offering a
wide range of online auction services that present a viable alternative to eBay.
Bidville's  website  provides a venue for buying and selling  activities to take
place  between  its users on a  consumer-to-consumer,  business-to-consumer  and
business-to-business  basis. The range of products offered on Bidville's website
is expansive,  allowing users to browse through many  categories and find new or
used  listed  items  that  would   normally  be  difficult  to  locate   through
conventional  means.  As the  portion of the  population  with  Internet  access
continues to grow,  online auction  companies such as Bidville  should enjoy a a
more diverse and active membership base.

Bidville: The Market Alternative

     Bidville  provides  Internet users with an active website that  facilitates
auctions  and  fixed-price  e-commerce  between  unrelated  third  parties.  The
Company's  website may be accessed through the URL:  www.bidville.com.  Bidville
currently  has  approximately  185,000  active  members,  with over 5,000 active
sellers.  In addition,  Bidville has developed an aggressive  marketing  plan to
help grow its membership in the future. See "Marketing and Distribution" below.

     Bidville's  on-line  auction and fixed  price  offering  allows  buyers and
sellers to bypass traditionally expensive,  regionally fragmented intermediaries
and provides a venue to transact business  twenty-four hours a day, seven days a
week, and 365 days a year. In this manner, the buyer has access to a marketplace
where business is conducted by negotiating  with sellers through an open bidding
process and allows buyers to make purchases based on targeted prices. The seller
has  the  luxury  of  displaying  products  for  sale  to a  virtually  infinite
marketplace  of  buyers.  Therefore,  the  seller  is able to  reliably  sell at
competitive prices, due to lower cost of sales.





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     Bidville  currently  features  approximately  1.4 million  daily  listings,
ranging from  electronics to baseball cards,  and supports a growing  community,
evidenced by its active message  boards.  In order to attract sellers and expand
revenue-producing parameters,  Bidville recently initiated a "Final Success Fee"
("FSF")  (described in greater  detail below) as a transition  from its previous
membership-based  monthly fee  structure.  Bidville  does not  currently  charge
sellers  listing fees and there is no charge to persons wishing to bid on any of
the items posted on our website.

     In the normal  course of  business,  Bidville  charges  sellers  for online
auction  activities  through both a FSF format and a listing  "Enhancement  Fee"
format.  Sellers are only charged a Final Success Fee (not a "listing fee") when
an item is  successfully  sold. This FSF is charged as a percentage of the final
value of a successfully  completed  auction.  The FSF  percentage  ranges from a
straight 5% to 1% plus a calculated price range based on percentage closing fees
accrued from higher level closing values.

     The current  Bidville  model derives  revenues  from sellers  through Final
Success  Fees, as well as under a schedule of optional  charges  should a seller
choose to use  certain  features to enhance  their  product  listings  (known as
"Enhancement  Fees").  The existing  Bidville seller base,  which was previously
subject to a monthly  membership  fee for listing items for sale on the Bidville
site,  will  gradually  be  matriculated  into  the  recently   implemented  FSF
structure.

Bidville's Business Approach and Development

     The Bidville  website has been designed around an intuitive and easy to use
trading platform. After completing a short online registration form, sellers can
list one or many items for sale on the  website.  A seller  can create  listings
with attractive and professional  descriptions without having to know how to use
HTML  programming.  Bidville also offers  additional  tools to help sellers with
their  listings,  such as a bulk loader,  photo  gallery and tracking  services.
During the course of the auction, bidders are first notified by e-mail that they
have  placed the  highest bid and  immediately  notified if they are outbid.  In
addition, both sellers and successful bidders are automatically notified when an
auction or "Take-It Listing" has been completed. Bidville offers members further
assistance through a comprehensive  "Help" section,  as well as customer service
geared toward helping experienced as well as novice "auctioneers."

     Bidville  has  developed a number of  features  designed to make users more
comfortable  when  dealing  with an unknown  trading  partner  over the web. The
ratings  section  encourages  every  Bidville  member to  provide  comments  and
feedback on other Bidville  members with whom they have completed a transaction.
In addition,  we plan to implement a fraud insurance program in the near future,
at no cost to the user,  which would cover select items sold on the site up to a
value of $300 (minus a $20 deductible),  for members with non-negative  feedback



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ratings.  In addition  to the  proposed  fraud  insurance  coverage,  Bidville's
expanded safety program offers tips and guidelines for safe trading, responds to
reports  concerning  misuse of the Bidville  service and if necessary,  warns or
suspends users who violate the terms of Bidville's "User Agreement".  Bidville's
ongoing trust and safety  initiatives,  including  credit card  requirements for
sellers,  insurance and  integrated  escrow  payment  services  through use of a
qualified  and  reputable  third party,  are all intended to assist  Bidville in
maintaining  as safe a place to conduct  trades as possible.  We are also in the
process of developing a comprehensive  set of rules and guidelines  specifically
prohibiting the sale of illegal, infringing or pirated items.

     Bidville  currently  allows  its  sellers  to offer  multiple  options  for
payment.  The Company may also  investigate  the  development  of its own online
payment system. In the event Bidville develops its own online payment system, it
is anticipated that this feature will generate additional revenue for Bidville.

Bidville's Strategy

     Our business  strategy is to develop  into an  alternative  online  auction
marketplace, in an environment dominated by eBay, by using Bidville's website to
provide a conduit for our online auction and fixed price format  offering.  This
strategy is dependent  upon our  continuing  to have  sufficient  cash flow from
operations  and/or  obtaining  sufficient  additional  financing  with  which to
enhance existing and future services.

     Our revenues to date have been marginal and therefore our business strategy
has been based almost  entirely upon raising capital both to fund operations and
to make those  investments in our company which we believe will increase  future
revenues.  We expect  future  revenues to be based upon the Final  Success  Fees
charged  to sellers  when  their  items are  successfully  sold on the  Bidville
website,  as well as from any Enhancement Fees collected from sellers who choose
to use them.  Due to our limited  operating  history,  however,  there can be no
assurance  that these  revenues will be sufficient to sustain our  operations or
that we will be profitable in the future.

     Accordingly,  our revenues are dependent on the volume of sales of goods on
our website.  Revenues from sales are recognized in the period in which revenues
are earned. Our gross profit margin will be determined in part by our ability to
estimate and control  direct and indirect costs of operations and our ability to
incorporate  such costs into the FSF structure and the enhancement  fees charged
to sellers.

     Bidville  receives sellers' payments through the online use of credit cards
processed through a third-party paymaster.  As such, we recognize revenue on the
date a payment is received from sellers for any items that are successfully sold



                                       12
<PAGE>


in any of our  auctions.  Accordingly,  Bidville's  only  short-term  reportable
accounts  receivable  are those that exist at the end of any  reporting  period.
Unlimited  access  rights are  granted to  registered  buyers and sellers on the
Bidville  website.  Provisions for doubtful  accounts and authorized  credits to
sellers  are made at the  time of  revenue  recognition  based  upon  Bidville's
historical experience in this area.

Bidville Services and Procedures

     Bidville has created a business entity with a revenue structure and plan of
operations  closely aligned with the highly successful model originated by eBay.
However,  because Bidville sellers are not charged listing fees, Bidville offers
sellers a distinct advantage over other Internet auction venues.

Registration

     Anyone can visit the Bidville  website and look through the more than 2,600
categories  listing  items for sale in an auction at any given time. In order to
place a bid,  however,  a new Bidville user must first  complete a simple online
registration  form.  Users must be at least 18 years of age to  register  on our
site. During registration, a user is required to choose a "nickname" or User ID,
as well as give their contact information (such as name,  address,  phone number
and email  address).  This  information  is later used to contact the user about
services on our site for which they may have expressed an interest.

     After  completing  the  registration  form,  new users must  confirm  their
registration  before using the new account by reading and accepting the terms of
our User Agreement and finally,  creating a password for their  account.  Once a
password has been chosen, the account is immediately  activated and the new user
can then proceed to bid on any of the items listed on our site.

Auction Types

     There are two basic types of auctions conducted on the BidVille site:

English Auctions

     English  auctions are probably the most common type.  Users bid the highest
price they are  willing to pay for an item and bidding  activity  stops when the
auction  time  expires.  The item is sold to the  highest  bidder at their  last
posted bid price.

     In addition,  English auctions allow sellers to specify a "Reserve Bid" for
an item.  A Reserve Bid is a set price below which an item will not be sold.  If
the Reserve Bid is not reached by the time the auction  ends,  the item will not
be sold. The seller must then re-list the item in a new auction in order to sell
it.





                                       13
<PAGE>


Dutch Auctions

     Dutch auctions are a special type of auction designed to handle cases where
a seller may have a number of identical items to sell.  Sellers should specify a
minimum price (starting bid) and the exact number of items that are available at
that price.  Bidders place bids at or above that minimum price and the number of
items that they are interested in buying. At the end of the auction, the highest
bidders win the right to purchase  those  items at the  minimum  successful  bid
amount.

     For  example,  if  twenty-five  (25)  widgets  are being sold at $75.00 and
forty-five  (45) bidders bid $75.00 for one widget each, in this case,  only the
first twenty-five (25) people would be able to successfully buy a widget.  Since
the bid  amounts  are the same,  earlier  bids will  take  precedence  and those
bidders will take the  merchandise.  If one of those people were to bid $100 for
one widget,  however,  that person would  certainly be one of the bidders to get
the merchandise, since their bid would be higher than all the rest.

     If bidders  continue to place bids higher than the  starting  price  enough
times,  then the final  bidding  price will also  increase  proportionately.  In
another  example,  if less  than  twenty-five  (25)  people  bid in our  example
"widget" auction, only that number of widgets would be sold at the opening price
of $75.00. For the selling price to increase past the opening price specified by
the  seller,  there must be an equal or higher  level of demand  than the supply
indicated.  In our example, the selling price would only increase if twenty-four
(24) or more widgets were bid on, no matter what the amount of each bid.

     In cases where a user bids for multiple  quantities of an item,  the bidder
who bids the lowest will not necessarily  get all of the  merchandise  that they
bid on.  Take for  instance  an  auction  where the user who made the lowest bid
requested a quantity of four (4) widgets.  If twelve (12) other  higher  bidders
each bought two (2) widgets,  there would only be one (1) widget  left.  In this
case,  the lowest  bidder would only be entitled to one (1) widget,  even though
they had  originally bid for four (4) widgets.  To avoid this problem,  a bidder
must ensure that they are not the lowest successful bidder.  (Note: In this type
of auction,  an item's value is  determined by the total number of items bid on,
multiplied by the bid price).

Bidding Types

     Proxy Bids

     All bids on English  Auctions  are proxy  bids.  A proxy bid is the maximum
amount a bidder is willing to pay for a  particular  item.  The proxy bid system
takes advantage of the computer in an online auction environment.  By entering a
proxy bid amount,  Bidville software will  automatically  advance the bidding if
someone  bids more than the  current bid and less than that  buyer's  proxy bid.



                                       14
<PAGE>


Once the price of an item has gone above the bidder's  proxy amount,  our system
automatically  sends an email to that  user to  notify  them that they have been
outbid.  It is then up to the user to  increase  the  amount of their  proxy bid
through our website in order to continue participating in the auction.

     Proxy bids will also automatically  advance the bidding to the level of the
reserve or the buyer's maximum proxy bid, whichever is lower. Thus, a user's bid
might increase  quickly if another bidder has placed a high maximum bid, but not
as high as the original user's maximum proxy bid. Our system will  automatically
place a bid, up to the user's set maximum bid, on the user's behalf.  The system
will not allow users to place a bid against themselves,  and so, although a user
can raise their maximum proxy bid by placing another bid, the user's current bid
will not be affected.

     Regular Bids

     All bids on Dutch Auctions are regular bids. The amount that a buyer places
in a  particular  field will be the amount of the bid that they are making.  The
necessity of having to  continually  update one's bid is a drawback to this type
of bid.

     Reserve Bid

     When a seller sets a Reserve Bid amount,  they are stating that this value,
which is not  disclosed to the bidders,  is the lowest bid that they will accept
as a successful  auction.  This allows sellers to set a minimum amount for which
they will sell a given item.

     Setting a reserve price too high will likely result in an item not selling.
However,  if a user is bidding in a Reserve  auction and they set their  maximum
bid at a price that is equal to or higher than the seller's reserve price, their
bid will  automatically  be  raised to meet it.  For  example,  a seller  sets a
minimum  bid of $20 and a reserve  price of $50 for an item.  If the buyer  sets
their maximum bid at $70, their bid will  automatically  jump to $50 and it will
be noted on the item listing that the reserve price has been met.

Bidding on Items

     In order to bid on any item, a new user must first register on the Bidville
website and choose a "nickname,"  or User ID, and a password.  Once  registered,
the user can then select any item they are  interested  in bidding on, either by
searching  for a  specific  item or type  of  item,  or by  searching  within  a
particular  category or in the featured  auction  list. To place a bid, the user
must then enter their User ID, Password,  Quantity and Bid Amount in the Bidding
section on the item's auction page.  Users then have the ability to review their
bid in order to verify that it is correct. Once the user is satisfied with their
bid, they can click "submit" and the bid is then entered into our system.





                                       15
<PAGE>


     It is not possible to lower or retract a bid once it has been submitted. In
the "Frequently Asked Questions"  section of the BidVille  website,  bidders are
cautioned to be extremely careful when placing a bid and to only place bids when
they intend on following through with the purchase.  However, users can increase
their maximum bid (proxy bid) at any time before an auction ends.

     In  addition,  items  listed  on our  website  are  most  often  posted  by
individuals,  and  sometimes  small  companies.  It is  important  to note  that
although  we try to  monitor  our  site and  remove  objectionable  material  or
listings,  we may not be able to regulate or verify every item offered for sale.
The  "Buyer  Information"  portion  of our  website  warns  bidders to beware of
potentially  misleading  statements or fraudulent  listings,  as well as illegal
products listed for sale. To minimize this risk, bidders are encouraged to email
sellers  with  specific  questions  relating  to an item and to also  review the
seller's  feedback  report.  Furthermore,  bidders are able to email  Bidville's
Customer Service with any concerns.

     Feedback

     Feedback  is a  critical  way for future  buyers and  sellers to assess the
credibility of a potential buyer or seller.  Our Feedback feature allows sellers
and successful  buyers to rate other parties to a given transaction and provides
a place for additional comments.  Potential buyers can easily learn more about a
seller  by  browsing  through  the  seller's  feedback  profile.   Comments  are
categorized  either as Positive,  Neutral,  or Negative and users can easily see
how many comments of each type a user has received in the past. This provides an
excellent way for buyers to find out about a seller's  trading  habits and prior
dealings on  Bidville.  We believe  feedback is extremely  useful in  overcoming
initial  user  hesitancy  when  trading  over the  Internet,  as it reduces  the
anonymity and uncertainty of dealing with an unknown trading partner.

     TrackPal

     Once a user is  registered  in our system,  that user can then manage their
account in a variety of ways through Bidville's  "TrackPal" system. The TrackPal
system allows users to:

     -    Track all of their current and expired auctions.
     -    View and edit their personal info.
     -    View their selling history. - View their buying history.
     -    See their user feedback.
     -    Relist their expired auctions.
     -    Edit their current Auction Items.

     Users can also use TrackPal to edit their personal  preferences for message
displays, email notifications and the user's "About Me" page. In addition, users
can "Block  Bidders" from bidding on their items by setting up a "Blacklist"  of
bidders  with  whom the user  does not  wish to do  business.  A user can  block
certain bidders from bidding by either  specifically naming which users to block
or by setting a "Minimum Feedback" rating requirement,  which other bidders must
meet in order to place a bid.



                                       16
<PAGE>


Selling Items

     Selling an item (or items) online using  Bidville's  auction  format can be
very  effective  and we  encourage  sellers  to post as many items as they wish.
Before  placing an item for sale, a seller must first be a  registered  Bidville
user and have verified  their  membership by placing a valid credit card on file
with us. After completing a one-time registration,  a seller can then list items
for auction by simply  clicking  on the "Post an  Auction"  link near the top of
every page on our website and then filling out a short online form.

     As will be described in greater detail shortly, the key distinction between
Bidville and some of its competitors,  such as eBay, is that we do not currently
charge  sellers a "listing  fee" to list items for sale in any of our  auctions.
Instead, we recently implemented a "Final Success Fee" ("FSF") structure,  where
sellers pay only a percentage of the final amount for which an item sells in one
of our  auctions.  Sellers  do not have to pay an FSF for an item  that does not
sell, either because there are no bids for the item or because the reserve price
is not met.  Other than charges for any  additional  features  that a seller may
want to use to enhance a listing,  sellers  incur no other charges in selling an
item on our  website.  This is a key  difference  between  Bidville  and  eBay's
current  pricing model (which charges  sellers a listing fee to list any item(s)
for  sale on  eBay's  website,  in  addition  to a final  value  fee if the item
eventually sells).

     We believe that our pricing model will encourage new users to sell items on
our  website  and can  minimize  their  concerns  about  the  costs of doing so.
Bidville auctions allow sellers to sell items on our website without any cost to
them unless  enhancement fees are used for items listed and/or until the user is
able to successfully sell an item.

     Final Success Fees

     In accordance with our marketing and advertising plans to position Bidville
as a frontrunner in the e-commerce  marketplace,  Bidville  changed its previous
fee structure  from  Membership  Fees to Final  Success Fees ("FSF").  Effective
February 1, 2004,  FSF are  charged to sellers  only when the items they list on
the Bidville  website are  successfully  sold. The FSF structure is currently as
follows:

    Final Sale Price    Final Success Fee
    --------------------------------------------------------
    $0.01-$25.00        5% of the final sale price
    $25.01-$1000.00     $1.25 + 2.5% of final sale price amount over $25.00
    Over $1000.00       $25.63 + 1% of final sale price amount over $1000.00

     FSF are billed to successful  sellers on a monthly basis. If the seller has
a credit card on file with  Bidville,  the credit card will be charged the total
amount of FSF for that month. If a Bidville seller does not wish to use a credit
card to pay for FSF,  the  seller can make other  arrangements  with  Bidville's
Customer Service.



                                       17
<PAGE>


     Enhancement Fees

     Aside  from the  Final  Success  Fee  described  above,  there are no other
mandatory fees for using Bidville.  However, there are many optional fees that a
seller may or may not decide to incur. For example,  there are optional fees for
placing an auction in the "Photo Gallery" or "Featured" area of Bidville.  There
are also fees for  using any of our  enhancement  features  available  to help a
seller's  auction  stand out to buyers,  such as making an auction title BOLD or
add a "Gift Icon" to the item.  These added  features are charged in the form of
"Enhancement Fees," which are billed twice per month to sellers depending on the
seller's particular billing cycle. See "Completing the Transaction" below.

     The  optional  enhancements  and the  corresponding  fee  structure  are as
follows:

         Enhancement                  Fee
         ----------------------------------
         Bold Face Title            $0.25
         Highlight                  $0.25
         Take It!                    FREE
         Gift Center Icon           $0.50
         Category Feature           $2.50
         Homepage Feature           $5.00
         Banner                     $0.25
         Photo Gallery              $0.10

     When a seller posts an auction, Bidville makes it very clear which services
are optional.  If a seller  decides not to use any of these  services,  they can
simply  bypass  this  section on the initial  listing  form.  In that case,  the
seller's  listing will be completely  free to the seller until the item actually
sells.

     Featured Sellers

     Every day, six (6) Bidville sellers are randomly chosen by our computers to
be  "Featured  Sellers."  These  sellers  will  automatically  have links on the
Bidville  homepage that direct bidders to their items.  To qualify for the daily
drawing,  sellers  must have at least fifty (50) active  auctions at the time of
the drawing.

     Bidville Credit

     "Bidville Credit"  represents credits issued to and/or purchased by sellers
who have been  grand-fathered  in prior to the  February  1, 2004  change from a
membership  fee structure to an FSF format.  Sellers can use Bidville  Credit to
purchase any of our optional services for their auctions.  For example, a seller
may use the credit to place an auction in the Photo Gallery or Featured  section
of Bidville. Bidville Credit cannot be used to pay for items that a user has won
or FSFs incurred for items sold, and is not  equivalent to cash.  Credit is also
non-refundable and non-transferable.



                                       18
<PAGE>


     A seller  can  check  their  credit  balance  at any time by  visiting  the
TrackPal  section of Bidville and  clicking on the "View Your  Account  Balance"
link.  While there, a seller can also check the details of their account balance
by clicking the "View Your Account  Invoices"  link. This area will show details
of any optional services a seller may have purchased for their items.

Effect of Transitioning from Membership Fee to Final Success Fee Structure

     Premier Sellers

     The recent  implementation  of the Final  Success Fee structure has changed
the manner in which existing Premier and Verified  sellers are treated.  Current
Bidville  Sellers  (as of  January  31,  2004)  had the  option of  becoming  or
continuing their previous  Premier  Membership plan for three (3) months (paying
their  membership fee each month) and receiving one and a half (1 1/2) times the
credits for each month that they become (or continue) their Premier  Membership.
After April 30, 2004, there will no longer be Premier Sellers.  All members that
were  Premier  Sellers in the prior  three (3) months will have three (3) months
(until July 31, 2004) to remain as Verified Sellers on Bidville. As of August 1,
2004,  there  will no longer  be any  Verified  Sellers.  Premier  Sellers  (and
Verified  Sellers)  will not pay any Final  Success Fees for the period  running
from  February 1, 2004 to July 31,  2004.  Any Credits  that are left over after
July 31, 2004 will not expire and can be applied  towards  Enhancement  Fees the
seller may incur at a later date.  Credits,  however,  cannot be applied towards
any Final Success Fee.

For example:

     SUPPORT is a Premier  Plus  Seller  that  currently  pays $10 per month and
     accordingly receives $100 in credits per month.

     SUPPORT will continue to pay the $10 for credits towards  Enhancement  Fees
     and will not be charged Final Success Fees for February, March, and April.

     SUPPORT will receive $150 per month in  enhancement  credits from Bidville.
     Between May 1, 2004 and July 31,  2004,  SUPPORT will no longer pay the $10
     per month and will still not be obligated to pay any FSF.

     This interim fee structure applies to each level of our Premier  Membership
fee structure in the following manner:

Premier Sellers:
     *Pay $5 per month through April 30, 2004 *Receive a $37.50 Credit per month
     through April 30, 2004 *Do not pay FSF until August 1, 2004.

Premier Plus Sellers:
     *Pay $10 per month  through April 30, 2004 *Receive a $150 Credit per month
     through April 30, 2004 *Do not pay FSF until August 1, 2004.





                                       19
<PAGE>


Premier Gold:
     *Pay $15 per month  through April 30, 2004 *Receive a $300 Credit per month
     through April 30, 2004 *Do not pay FSF until August 1, 2004.

After August 1, 2004, every Premier Seller  (regardless of prior status) will be
obligated  to pay FSF,  although  the seller can still apply any unused  Credits
they may have towards  Enhancement  Fees. Unused Credits will not expire and may
be used by the Seller at any time.

     Verified Sellers

     Current  Verified  Sellers  (as of January  31,  2004) will  continue to be
Verified Sellers until July 31, 2004. If a Verified Seller is due to renew their
six (6) month  verification any time between January 31, 2004 and July 31, 2004,
they will not be  required  to  renew.  All  Verified  Sellers  who are  current
Verified  Sellers as of January 31, 2004 will not have to pay FSF until July 31,
2004.  Each  current (as of January 31,  2004)  Verified  Seller will  receive a
one-time  "thank  you" from  Bidville  in the form of $25 in  credits to be used
towards  Enhancement  Fees.  These  credits  will not expire and can be used for
enhancements  either  during the six (6) month  grandfathering  period or at any
time thereafter. Credits, however, cannot be applied towards FSF.

For example:

     SUPPORT2 is a Verified Seller that paid $5 for 6 months of Verified Selling
     on  Bidville  in  October.  SUPPORT2  is due to  pay  an  additional  $5 to
     re-verify in February 2004.

     SUPPORT2 does not have to pay an  additional $5 in February.  SUPPORT2 is a
     Verified  Seller as of January 31, 2004 and therefore  does not have to pay
     FSF until July 31, 2004.

     SUPPORT2 also receives a one-time  credit of $25 on February 1, 2004 to use
     on enhancements for his auctions.

     New Sellers

     All  new  sellers  that   registered   as  users  of  Bidville   after  the
implementation  of the FSF structure (or are an existing  member of Bidville but
not a Verified Seller or Premier Seller),  may still be  "grandfathered" in as a
Verified Seller and Premier Seller as described  above, if such seller becomes a
Premier Seller or Verified Seller on or before January 31, 2004.

For example:

     SUPPORT3  joins  Bidville on January 2, 2004.  SUPPORT3  becomes a Verified
     Seller.  SUPPORT3 pays $5 for his Bidville  Verified  Membership.  SUPPORT3
     will  receive a $25 credit to use towards  enhancement  fees on February 1,
     2004. SUPPORT3 will NOT have to pay any FSF until July 31, 2004.




                                       20
<PAGE>


All new sellers  that  become a member of Bidville or are an existing  member of
Bidville and choose to sell items on or after February 1, 2004 will be charged a
FSF for each item that they sell on Bidville.

For example:

     SUPPORT4 joins Bidville on February 2, 2004.  SUPPORT4 gets his credit card
     verified and begins to list items for sale on Bidville.  SUPPORT4  sells 20
     widgets for $200 total.  SUPPORT4  gets an invoice on March 1, 2004 for $10
     in FSF.

Completing the Transaction

     Payment of Fees

     Once a seller has verified  their  membership,  Bidville  will have a valid
credit card from that seller on file.  This credit card will be used for routine
payment  of any  optional  fees the seller  may have  accumulated.  We will send
notification of any fees associated with the respective  seller's  account twice
per month,  depending  on the  seller's  billing  cycle,  via email to the email
address on file at that time. On the 1st and 15th of each month, sellers' credit
cards will be charged  for any fees owed to Bidville  totaling $1 or more.  If a
seller  owes less than $1 we will not charge  their card,  but the balance  will
carry over to the next billing period.

     Billing System

     Member  sellers  are billed for the  expenses  incurred by that seller in a
particular month under one of following two billing cycles:

     Cycle 1 - This  is the  billing  cycle  for  sellers  who  registered  with
     Bidville between the 1st and 14th of the month. Any charges incurred by the
     seller (i.e. the aggregate of monthly charges for  Enhancement  Fees and/or
     FSF) are invoiced  via e-mail to the seller  between the 1st and 4th of the
     subsequent billing period in the charges are incurred.  The seller's credit
     card is charged seven (7) days after the date of the e-mailed invoice.

     Cycle 2 - This  is the  billing  cycle  for  sellers  who  registered  with
     Bidville  between the 15th and 31st of the month.  Any charges  incurred by
     the seller ( i.e.  aggregate of monthly charges for Enhancement Fees and/or
     FSF) are invoiced via e-mail to the seller between the 15th and the 19th of
     the subsequent billing period the charges are incurred. The sellers' credit
     card is charged seven (7) days after the date of the e-mailed invoice.

     This type of two cycle  monthly  billing  structure is cost  effective  for
Bidville,  since we are charged a transaction fee each time a credit card charge
is processed through our website.




                                       21
<PAGE>


     Paying for Items Won

     At the  conclusion of an auction where an item is  successfully  sold,  the
winning  buyer is notified  via email that they are the  highest  bidder for the
ended auction. In the email, winning bidders are provided full details on how to
complete the transaction,  including  contact  information for the seller of the
item and  instructions on how to proceed.  The seller is also notified via email
when an auction has ended.  In cases where an item has  successfully  been sold,
the email also identifies the winning high bidder.

     In most cases the seller  contacts  the winning  bidder  first,  confirming
payment,  shipping cost and shipment  details for the item.  The winning  bidder
will be shipped  the item after  making the  appropriate  payment to the seller,
according to the payment  instructions  initially  provided by the seller in the
auction description.

Operations, Technology and Security

     Technologically,  Bidville's  website is a scalable  and highly  accessible
system. The backbone of the system resides on a high performance network, with a
suite of high-end  multi-processor  Intel  based  servers  hosting a  relational
database system and full text repository.

     A parallel network of web and application servers provides public access to
the thousands of pages that  collectively  comprise the Bidville  website.  High
availability,  load  balancing and monitoring of this array of pages and servers
are accomplished by using  company-owned  equipment  manufactured by Dell, Cisco
and Alteon Web Systems, Inc. Bidville's networks and server farms are constantly
monitored and  corrective  actions are taken in response to internal  alerts and
triggers.  The Bidville site is kept in a constant state of readiness 24 hours a
day, 7 days a week,  365 days a year,  and has full  redundancy  throughout  all
layers  of the  application,  based on load  balancing,  mirroring,  replication
technologies  and fail over  architecture,  greatly  reducing the amount of down
time.

     Web Hosting Colocation

     On February  25, 2004,  we  completed  the move from our former web hosting
services  provider,  Omega Micro  Systems,  Inc. in Newark,  New Jersey to a web
hosting  colocation in Tampa,  Florida.  The new web hosting  service  provider,
iLand Internet Solutions  Corporation,  in addition to being more geographically
accessible from Bidville's offices,  also provides greater broadband  capability
and more comprehensive and expansive managed services.  The new hosting location
maintains the highest level of access security for the  Company-owned  equipment
owned by the Company.





                                       22
<PAGE>


     Thunderstone Software

     On April 6, 2004,  Bidville  entered into a three-year lease agreement with
Thunderstone  Software LLC  ("Thunderstone"),  whereby  Bidville  will lease the
right to  install  and use  certain  of  Thunderstone's  sophisticated  software
programs.  These  software  programs  are an  integral  part  of  our  website's
technological  structure  and allows us to maximize  the use of a  comprehensive
full  text  search  function  on  Bidville's  website.  We are  required  to pay
Thunderstone  an  initial  Lease  payment of  $25,363,  and  beginning  with the
calendar month following execution of the Lease, Bidville shall pay Thunderstone
an amount each month equal to $2,900.  Monthly payments are due on the first day
of each  calendar  month.  The amount of the lease payment is subject to change,
predicated  upon  noted  increased  levels  of  search  activity   conducted  on
Bidville's website.

     Testing

     Bidville's development staff works on an independent development network of
high-end servers and workstations  where they can test new techniques as well as
perform full  functional and regression  testing of any new features before such
features are brought into Bidville's live site.

     Internet Security

     All  sensitive   transactions  are  handled  using  industry  standard  SSL
encryption through Verisign,  a provider of Internet  security.  The use of this
process  and  Verisign  as  a  provider  helps  to  prevent  Bidville   members'
confidential  information from being intercepted  and/or altered by unauthorized
third  parties.  In  addition,  Bidville  has teamed with  several  companies to
provide real-time financial  transactions to its membership via secure exchanges
between their servers and those of the Company.  Bidville adheres to the privacy
standards  set by the  Trust-E  and BBB  Online  organization.  Bidville's  main
priority  is to  establish  and  maintain a secure  online  environment  for all
Bidville members.

Marketing and Distribution

     Bidville  enters  the  marketplace  at a time  when  Internet  use is  much
greater  than the level  when eBay began  operations.  This  should  result in a
shorter period of ramp-up time for growing  Bidville's  registered user base and
expanding  associated buying and selling activities on the Bidville website.  To
maintain a competitive edge, Bidville plans to continually introduce a stream of
new innovative technologies and services to the growing online consumer market.

     Bidville's  marketing  strategy  centers  on brand  visibility  and  online
consumer   market   awareness.   Bidville's   first   step  is  to   initiate  a
co-registration  e-mail  program  along  with  product  positioning  with  major




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<PAGE>


e-commerce names such as: The Excite Network (Iwon.com), Overture, Lycos.com and
Yahoo.com;  organizations  with which Bidville  currently has contracts on a per
campaign  basis,  except for:  Yahoo.com  which runs through  September 2004 and
Auction  Bytes which runs through the end of 2004.  We also plan to introduce an
Affiliate  Program  that  pays a fee for  performance  based and  qualified  new
registration activities conducted on the Bidville site.

     In  addition,  further  online,  print,  trade  shows and other grass roots
advertising campaigns will be the cornerstones of Bidville's marketing strategy.
For example, we recently entered into an agreement to be a participating sponsor
of Major  League  Baseball's  Tampa  Bay  Devil  Rays,  who play in the  Eastern
Division of the American  League.  The sponsorship  includes  thirteen  Saturday
night  games  which will host  "Bidville.com  Saturday  Night  Silent  Auction".
Bidville.com  will  feature  various  Devil Rays  items,  including  autographed
memorabilia,  box seat tickets and VIP passes to certain games. These items will
be  auctioned  on the  Bidville.com  website  throughout  the  season,  with all
proceeds  from the  auctions  going to the Tampa Bay  Devil  Rays  "Rays of Hope
Foundation"  charities.  A check  presentation  ceremony,  to the  "Rays of Hope
Foundation" charities,  will take place at the end of the season. This community
based sponsorship will provide local, as well as national, exposure for Bidville
and will enhance our current marketing  initiatives by attracting new buyers and
sellers to our auction site.

     Many auction site  participants have registered at several auction sites in
order to increase the odds for  successfully  locating items to purchase  and/or
completing a sale of their item.  Although Bidville expects to continue to build
a strong sense of brand loyalty,  it is also  understood  that in e-commerce,  a
considerable  percentage  of  users  who  register  at  Bidville  will  also  be
registered at other online shopping marketplaces.

     We plan to monitor  our  newsgroups,  conduct  our own  surveys and opinion
polls,  hold  community  forums and  workshops,  and analyze  feedback  obtained
through records,  statistics and correspondence  maintained for customer service
interaction  with  Bidville's  members.  We believe that  continuing  to build a
strong online community is a key factor for continued business growth.

COMPETITION

     The online auction service market is intensely competitive, with eBay being
the dominant player in this market.  Our primary  competition comes from various
online  auction  sites  including:  eBay,  Amazon.com,  the  Fairmarket  Auction
Network,  Surplus Auction,  uBid, Yahoo!  Auctions,  and a large number of other
companies   that   use   an   auction   format   for   consumer-to-consumer   or
business-to-consumer   sales.  Bidville's  total  fee  structure,   however,  is
typically  forty-five  to sixty percent (45% - 60%) lower than  comparable  fees
charged by eBay, with the actual fee structure in each instance depending on the
final bid price and the type of fee charged. Additionally, Bidville provides the
same, and in many circumstances more, services than do competitors such as eBay.





                                       24
<PAGE>


     In general, we also face competition from large, well-established companies
with considerably  greater financial,  marketing,  sales and technical resources
than those  available  to us.  Additionally,  many of our present and  potential
competitors  have  capabilities  that may allow such  competitors to offer their
services  at prices  that may  directly  compete  with  ours.  Depending  on the
category  of product,  we  currently  or  potentially  compete  with a number of
companies  serving  particular  categories  of goods  as well as  those  serving
broader ranges of goods.

     Our  broad-based  competitors  include  the vast  majority  of  traditional
department and general merchandise stores, as well as emerging online retailers.
The most prominent of these include:  Wal-Mart, Kmart, Target, Sears, Macy's, JC
Penney, Costco, Office Depot, Staples, OfficeMax and Sam's Club as well as eBay,
Amazon.com,  Buy.com,  AOL.com,  Yahoo!  shopping and MSN. In addition,  we face
competition from local,  regional and national specialty retailers and exchanges
in each of its categories of products. For example:

     Antiques: Christie's, eHammer, Sotheby's / Sothebys.com, Phillips (LVMH)

     Coins & Stamps: Collectors Universe, Heritage, US Mint, Bowers and Morena

     Collectibles:    Franklin   Mint,   Go   Collect,    Collectiblestoday.com,
     wizardworld.com, Russ Cochran Comic Art Auctions, All Star Auctions

     Musical  Instruments:  Guitar  Center,  Sam Ash, Mars Music,  Music123.com,
     Gbase.com, Harmony-Central.com

     Sports  Memorabilia:  Beckett's,  Collectors  Universe,  Mastro,  Leylands,
     Superior

     Toys, Bean Bag Plush: Amazon.com, KB Toys, ZanyBrainy.com, Wal-Mart.com

     Premium Collectibles:  Christies,  DuPont Registry,  Greg Manning Auctions,
     iCollector,  Lycos / Skinner  Auctions,  Millionaire.com,  Phillips (LVMH),
     Sotheby's, Sothebys.com

     Automotive  (used  cars):  Autobytel.com,   AutoVantage.com,   AutoWeb.com,
     Barrett-Jackson,  CarPoint,  Collectorcartraderonline.com,   eClassics.com,
     Edmunds,  CarsDirect.com,   Hemmings,  imotors.com,   vehix.com,  newspaper
     classifieds, used car dealers

     Books,  Movies,  Music:  Amazon.com,  Barnes &  Noble,  Barnesandnoble.com,
     Alibris.com,   Blockbuster,   BMG,   Columbia   House,   Best  Buy,  CDNow,
     Express.com, Emusic.com

     Clothing:  Bluefly.com,  Dockers.com,  FashionMall.com,  The Gap,  J. Crew,
     LandsEnd.com, The Limited, Macy's, The Men's Wearhouse, Ross




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<PAGE>


     Computers & Consumer Electronics:  Best Buy, Buy.com, Circuit City, Compaq,
     CompUSA, Dell, Fry's Electronics,  Gateway, The Good Guys,  MicroWarehouse,
     Shopping.com, 800.com, Computer Discount Warehouse, PC Connection, computer
     and consumer electronics retailers

     Home & Garden: IKEA, Crate & Barrel, Home Depot, Pottery Barn, Ethan Allen,
     Frontgate, Burpee.com

     Jewelry: Ashford.com, Mondera.com

     Pottery & Glass: Just Glass, Pottery Auction, Go Collect

     Sporting Goods/Equipment:  dsports.com,  FogDog.com,  Footlocker, Gear.com,
     golfclubexchange,  MVP.com, PlanetOutdoors.com,  Play It Again Sports, REI,
     Sports Authority, Sportsline.com

     Tickets: Ticketmaster, Tickets.com

     Tools/Equipment/Hardware:  Home Depot, HomeBase,  Amazon.com, Ace Hardware,
     OSH

     Business-to-Business:   Ariba,  BidFreight.com,  Bid4Assets,  BizBuyer.com,
     bLiquid.com,   Buyer   Zone,   CloseOutNow.com,    Commerce   One,   Concur
     Technologies,   DoveBid,   FreeMarkets,   Iron  Planet,  labx.com,  Oracle,
     Overstock.com,  PurchasePro.com,   RicardoBiz.com,  Sabre,  SurplusBin.com,
     Ventro, VerticalNet

     Nevertheless,  some of our current and  potential  competitors  have longer
company operating histories, larger customer bases and greater brand recognition
in other  business  and Internet  spaces than we do. In addition,  some of these
competitors also have significantly greater financial,  marketing, technical and
other  resources than we do. Other online  trading  services may be acquired by,
receive  investments  from or enter into  other  commercial  relationships  with
larger,  better-established and better-financed  companies. As a result, some of
our competitors  with other revenue sources may be able to devote more resources
to marketing and promotional  campaigns,  adopt more aggressive pricing policies
and devote  substantially more resources to website and systems development than
we can. Increased  competition may result in reduced operating margins,  loss of
market share and a diminished value for our brand.  Some of our competitors have
offered  services for free,  and others may do this as well. We may be unable to
compete successfully against current and future competitors.

     In order to respond to changes in the competitive environment, we may, from
time to time, make pricing,  service or marketing decisions or acquisitions that
could ultimately cost us more money or even harm our business.

     New  technologies  may  increase  competitive  pressures  by  enabling  our
competitors  to  offer  similar  services  at a lower  cost  than  we can.  Some
Internet-based applications that direct Internet traffic to certain websites may




                                       26
<PAGE>

channel  users to trading  services  that compete  with us.  Although we plan to
establish  Internet traffic  arrangements with several large online services and
search  engine  companies,   these  arrangements  may  not  be  on  commercially
reasonable  terms.  Even if these  arrangements  are  implemented,  they may not
result in increased  usage of our service.  In addition,  companies that control
access to transactions through network access or Internet browsers could promote
our competitors or charge us substantial fees for inclusion.

     Finally,  some of our current and potential competitors have established or
may establish cooperative  relationships among themselves or directly with large
online  service and search  engine  companies,  which may grant our  competitors
exclusive or  semi-exclusive  rights that are not  available to us. In addition,
there has been an ongoing process of  consolidation  in our industry,  which may
continue in the future.  Accordingly,  it is possible  that new  competitors  or
alliances among  competitors and suppliers may emerge and rapidly acquire market
share.  For these  reasons,  among others,  increased  competition  is likely to
reduce our  operating  margins,  cause us to lose market  share or diminish  our
brand. If any of these things occur, our business would be significantly harmed.

Status of Publicly Announced Products and Services

     Recently we  implemented a Final  Success Fee structure  that is charged to
sellers for successful  auctions  where item(s) is/are sold.  This change became
effective  February  1,  2004,  transitioning  Bidville  from its  previous  fee
structure where membership fees were charged to all sellers.

SOURCES AND AVAILABILITY OF RAW MATERIALS

     The materials and equipment  needed to operate our online  auction  service
are widely  available from numerous  third parties.  No shortage of materials is
expected in the foreseeable future.

DEPENDENCE ON ONE OR FEW CUSTOMERS

None.

RESEARCH AND DEVELOPMENT

     We believe that  research  and  development  is an important  factor in our
future growth. The online auction market is at least partly linked to the latest
technological  advances.  Therefore, we must continually invest in technology in
order to provide the best quality  online  auction  service to our  community of
registered  users  and  to  compete  effectively  with  other  companies  in the
industry.  No  assurance  can be made  that we will  have  sufficient  funds  to
purchase  or  implement   technological   advances  as  they  become  available.
Additionally,  due to the rapid rate at which technology advances, our equipment
may be outdated  quickly,  preventing  or impeding  us from  realizing  our full
potential profits.



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<PAGE>


PATENTS, COPYRIGHTS AND TRADEMARKS

     We  intend  to  protect  our  original   intellectual  property  through  a
combination of non-compete and confidentiality  agreements,  along with patents,
copyrights and/or trademarks as appropriate. Copyright laws and applicable trade
secret laws protect Bidville's  proprietary  software and source code. Trademark
protection  prevents others from using a confusingly  similar mark, but does not
prevent  others  from  making the same goods or from  selling  the same goods or
services  under a clearly  different  mark.  We are  currently in the process of
applying for federal copyright and trademark registration.

     Bidville also currently owns the following domain names:

           1.  www.bidville.com
           2.  www.auxpal.com
           3.  www.feedbacksite.com

EFFECT OF PROBABLE GOVERNMENTAL REGULATION ON THE BUSINESS

Federal

     We  post  our  privacy  policies  and  practices  concerning  the  use  and
disclosure  of user data.  Any failure by us to comply  with our posted  privacy
policies,   any  Federal  Trade   Commission   ("FTC")   requirements  or  other
privacy-related  laws and regulations  could result in proceedings by the FTC or
others which could  potentially have an adverse effect on our business,  results
of operations and financial condition.  In this regard, there are a large number
of  legislative  proposals  before the United States  Congress and various state
legislative  bodies regarding privacy issues related to our business.  It is not
possible to predict whether or when such legislation may be adopted, and certain
proposals,  if adopted,  could  materially  and  adversely  affect our  business
through a decrease in user registrations and revenues.  This could be caused by,
among other  possible  provisions,  the  required  use of  disclaimers  or other
requirements before users can utilize our services.

     We are subject to the same foreign,  federal, state and local laws as other
companies conducting business on the Internet.  Due to the increasing popularity
and use of the Internet and online services,  many laws relating to the Internet
are being debated at the state and federal  levels (both in the U.S. and abroad)
and it is possible that laws and regulations will be adopted with respect to the
Internet or online services.  These laws and regulations could cover issues such
as user privacy,  freedom of expression,  pricing, fraud, content and quality of
products and services, taxation,  advertising,  intellectual property rights and
information  security.  Applicability to the Internet of existing laws governing
issues such as property  ownership,  copyrights and other intellectual  property
issues,  taxation,  libel, obscenity and personal privacy is uncertain. The vast
majority  of these  laws was  adopted  prior to the advent of the  Internet  and
related  technologies and, as a result, do not contemplate or address the unique
issues of the Internet and related technologies.



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<PAGE>


     However,  several  federal laws have been enacted  recently,  including the
following,  which could have an impact on our business.  The Digital  Millennium
Copyright Act is intended,  in part,  to limit the liability of eligible  online
service  providers for listing or linking to  third-party  Websites that include
materials  that infringe  copyrights or other rights of others.  The  Children's
Online  Protection  Act and the  Children's  Online  Privacy  Protection Act are
intended to restrict the  distribution  of certain  materials  deemed harmful to
children and impose additional restrictions on the ability of online services to
collect user  information from minors.  In addition,  the Protection of Children
From Sexual  Predators Act of 1998 requires  online service  providers to report
evidence  of  violations  of  federal  child   pornography  laws  under  certain
circumstances.  Such legislation may impose significant  additional costs on our
business or subject us to additional liabilities.  In addition, laws such as the
Digital Millennium  Copyright Act and the European Union's Directive on Distance
Selling,  are still only  beginning  to be  interpreted  by the courts and their
applicability and scope are, therefore, uncertain.

State

     We are  subject  to  varying  levels of  regulation  in the states in which
currently we  anticipate  providing  our online  services.  Numerous  states and
foreign  jurisdictions,  including the State of Florida,  where our headquarters
are located,  have regulations regarding how "auctions" may be conducted and the
liability of  "auctioneers"  in conducting  such  auctions.  Several  states are
considering  imposing these  regulations upon us or our users,  which could harm
our  business.  In addition,  as the nature of the products  listed by our users
change, we may become subject to new regulatory restrictions.

     Several  states  have  proposed  legislation  that would  limit the uses of
personal  user  information  gathered  online  or  require  online  services  to
establish  privacy  policies.  The  Federal  Trade  Commission  also has settled
several  proceedings  regarding  the  manner in which  personal  information  is
collected from users and provided to third parties.

International

     Since our services are  accessible  worldwide  and we  facilitate  sales of
goods to users worldwide,  foreign  jurisdictions may claim that we are required
to comply with their laws. For example, a French court has recently ruled that a
U.S. website must comply with French laws regarding content. The Australian high
court has also recently held that a U.S. website in certain  circumstances  must
comply with  Australian  laws regarding  libel.  Thus, if we expand further into
international  activities,  we will become  obligated to comply with the laws of
the  countries  in which we operate.  Due to the nature of the  Internet,  it is
possible that the governments of individual  states and other foreign  countries
might  attempt to regulate Web content or prosecute us for  violations  of their
laws. We might unintentionally  violate such laws, such laws may be modified and




                                       29
<PAGE>


new laws may be enacted in the future.  Any such  developments  (or developments
stemming from enactment or  modification  of other laws) could also increase the
costs  of  regulatory  compliance  for us or  force us to  change  our  business
practices.

     Furthermore,  laws regulating Internet companies outside of the U.S. may be
less  favorable  then those in the U.S.,  giving  greater  rights to  consumers,
content  owners and users.  Compliance  may be more  costly or may require us to
change our  business  practices or restrict  our service  offerings  relative to
those in the U.S. Our failure to comply with  foreign  laws could  subject us to
penalties  ranging from fines to bans on our ability to offer our  services.  In
addition,  we may be required to retain legal counsel  simply in order to advise
us as to which  laws  apply  to us and our  business,  as well as on  compliance
matters. Applicable laws in various jurisdictions may conflict with one another,
leaving us unable to comply with all laws applicable to our business.

Consumer Privacy Regulations

     Several domestic  jurisdictions have proposed,  and California,  Minnesota,
Utah, and Vermont have recently passed, legislation that would limit the uses of
personal user information gathered online or offline. Many jurisdictions already
have such laws and continuously consider  strengthening them, especially against
online  services.  In certain  instances we are or may become subject to some of
these  current  laws.  In addition,  we post our privacy  policies and practices
concerning  the use and  disclosure  of user data  directly on our website.  Any
failure by us to comply with our posted  privacy  policies,  any  Federal  Trade
Commission ("FTC")  requirements or other  privacy-related  laws and regulations
could result in proceedings by the FTC or others which could potentially have an
adverse effect on our business, results of operations and financial condition.

     The U.S.  Federal Trade  Commission  also has settled  several  proceedings
against  companies  regarding  the  manner  in  which  personal  information  is
collected from users and provided to third parties.  Specific  statutes intended
to  protect  user  privacy  have  been  passed in many  non-U.S.  jurisdictions,
including  virtually every non-U.S.  jurisdiction in which we currently transact
business. Compliance with these laws, given the tight integration of our systems
across different countries and the need to move data to facilitate  transactions
amongst our users (e.g., to payment  companies,  shipping  companies,  etc.), is
both  necessary and  difficult.  Failure to comply could subject us to lawsuits,
fines,  criminal  penalties,  statutory damages,  adverse  publicity,  and other
losses that could harm our business.  Changes to existing laws or the passage of
new laws  intended to address these issues could  directly  affect the way we do
business or could create  uncertainty on the Internet.  This could reduce demand
for our services,  increase the cost of doing business as a result of litigation
costs or increased service or delivery costs, or otherwise harm our business.






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<PAGE>


COST OF SOFTWARE DEVELOPMENT

     At the current time, none of the costs associated with software development
are borne  directly by the  customer;  however  there is no guarantee  that such
costs will not be borne by customers in the future.  At the current  time, we do
not know the extent to which such costs will be borne by the customer, if any.

COST AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS

     Because of the "online" nature of our activities,  we have not incurred any
expenses  in  complying  with state and  federal  laws  regarding  environmental
protection  or  hazardous  substances  control.  We are  unaware of any  pending
legislation  that could change the  application  of such laws so that they would
affect us.

EMPLOYEES AND CONSULTANTS

     At our last fiscal  year end,  December  31,  2003,  we employed  three (3)
persons.  As of the date of this filing,  we currently employ seven (7) persons.
None of these  employees  are  represented  by a labor  union  for  purposes  of
collective  bargaining.  We consider  our  relations  with our  employees  to be
excellent. We plan to employ additional personnel as needed.

     Prior to August 25, 2003,  the Company had not entered into any  consulting
or employment agreements.

     On August 24,  2003,  the  Company  entered  into an  Executive  Employment
Agreement  with Mr.  Michael  Palandro  under which Mr.  Palandro  will serve as
Bidville's  Chief  Executive  Officer  for a period of three (3) years,  through
August 31, 2006. Under his agreement, Mr. Palandro is entitled to an annual base
salary of $120,000.  Further,  Mr. Palandro shall receive options to purchase up
to 2,010,000  shares of common stock in Bidville at a price of $0.001 per share.
These options vest in one-third  increments  (approximately  670,000  shares per
year) on each anniversary  date of this agreement,  commencing on the 13th month
of this  agreement.  Mr.  Palandro is also  entitled  to receive  the  following
bonuses,  based on Company performance between October 1, 2003 and September 30,
2004:

     Membership  enrollment:  If enrollments  reach 210,000  members,  a $15,000
     bonus will be paid. If enrollments  exceed  270,000,  an additional  $5,000
     bonus will be paid.

     Revenues:  If revenues reach  $2,200,000,  a $15,000 bonus will be paid. If
     revenues exceed $2,800,000, an additional $5,000 bonus will be paid.

     Net Income: If net income reaches  $264,000,  a $15,000 bonus will be paid.
     If net income exceeds $336,000, an additional $5,000 bonus will be paid.

     Performance: An overall performance bonus of $15,000 to $20,000 may be paid
     at the discretion of the Company's Board of Directors.




                                       31
<PAGE>


     On August 28, 2003, Bidville entered into an Executive Employment Agreement
with Mr. Alan Phiet Pham under which Mr. Pham will serve as Bidville's  Director
of Information  Technologies for a period of three (3) years, through August 31,
2006.  Under his  agreement,  Mr.  Pham is  entitled to an annual base salary of
$56,000.

     Further, Mr. Pham shall receive options to purchase up to 100,000 shares of
common stock in Bidville at a price of $0.001 per share.  These  options vest in
one-third increments  (approximately 33,333 shares per year) on each anniversary
date of this agreement, commencing on the 13th month of this agreement.

     On August 28,  2003,  the  Company  entered  into an  Executive  Employment
Agreement  with Ms.  Kimberly  J. Cullen  under  which Ms.  Cullen will serve as
Bidville's Director of Marketing for a period of three (3) years, through August
31, 2006.  Under her agreement,  Ms. Cullen is entitled to an annual base salary
of $42,000.  Further, Ms. Cullen shall receive options to purchase up to 100,000
shares of common stock in Bidville at a price of $0.001 per share.

     These options vest in one-third increments (approximately 33,333 shares per
year) on each anniversary  date of this agreement,  commencing on the 13th month
of this agreement.

     On January 12,  2004,  the Company  entered  into an  Executive  Employment
Agreement  with Mr.  Gerald C. Parker  under which Mr.  Parker will serve as the
Company's  President  and Chairman of the Board for a period of three (3) years,
through  December 31, 2006.  Under his  agreement,  Mr. Parker is entitled to an
annual base salary of $150,000. In addition, Mr. Parker shall receive options to
purchase up to  1,000,000  shares of  Bidville's  common  stock at 15% below the
market  price on the date of the  agreement.  The  closing  price of  Bidville's
common  stock for  January  12,  2004,  the date of the  agreement,  was  $5.02.
Accordingly,  the exercise price of these options is $4.27.  The options vest in
one-third increments (approximately 333,333 shares per year) on each anniversary
date of this  agreement,  commencing  on the 13th month of this  agreement.  Mr.
Parker is also  entitled to receive the following  bonuses,  based on Bidville's
performance between December 1, 2003 and November 30, 2004:

     Membership  enrollment:  If enrollments  reach 210,000  members,  a $15,000
     bonus will be paid. If enrollments  exceed  270,000,  an additional  $5,000
     bonus will be paid.

     Revenues:  If revenues reach  $2,200,000,  a $15,000 bonus will be paid. If
     revenues exceed $2,800,000, an additional $5,000 bonus will be paid.

     Net Income: If net income reaches  $264,000,  a $15,000 bonus will be paid.
     If net income exceeds $336,000, an additional $5,000 bonus will be paid.

     Performance: An overall performance bonus of $15,000 to $20,000 may be paid
     at the discretion of the Company's Board of Directors.




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<PAGE>


     Financing:  If during the 2004 fiscal year Bidville achieves private equity
     financing  in an amount of  $2,000,000,  a $50,000  bonus will be paid.  If
     total  equity  financing  during the fiscal  year  exceeds  $9,000,000,  an
     additional $100,000 bonus will be paid.

     In recognition of his efforts in assisting  Bidville in raising  $2,205,000
in private  equity  capital in December  2003,  the Board of Directors  voted to
award Mr. Parker a performance bonus in the amount of $50,000, which was paid to
him in January 2004.

     Subsequent to the acquisition of 321 Play,  Inc., 321 executed an executive
employment agreement with Alina Mezhbovski on March 24, 2004, who is to serve as
321's Chief Executive  Officer for a period of three (3) years.  Ms.  Mezhbovski
shall receive as compensation:

     (a) an annual base salary of one hundred thousand dollars ($100,000);

     (b) Stock  Participation  - she may be eligible to participate in any stock
     option  incentive  plans  established  for key  employees  of  321,  at the
     discretion of the Board of  Directors;  (c) Bonuses - she shall be eligible
     for a bonus of $100,000 per annum,  for each  $5,000,000 in annual  revenue
     generated  by 321.  Total  compensation  shall  not  exceed  $300,000;  (d)
     Benefits - she shall also be entitled to  participate  in such  programs as
     vacation pay and other fringe benefit plans authorized from time to time by
     the Board of  Directors,  in its  discretion,  for  employees  of 321;  (e)
     Additional  incentive  compensation,  if any, shall be at the discretion of
     the Board of Directors of the Company.

     321 also executed on the same date a three-year  consulting  agreement with
Mezhcorp LLC. As compensation, Mezhcorp shall receive:

     (a) an annual base  compensation  of one  hundred  fifty  thousand  dollars
     ($150,000);

     (b) Bonuses - Mezhcorp shall be eligible for a bonus of $100,000 per annum,
     for  each  $5,000,000  in  annual  revenue  generated  by  321.  The  total
     compensation shall not, however, exceed $300,000; (b) Stock Participation -
     Mezhcorp may be eligible to participate in any stock option incentive plans
     established for  non-Consultants  of 321, at the discretion of the Board of
     Directors;  (c) Additional incentive compensation,  if any, shall be at the
     discretion of the Board of Directors.

     The Company and Dr. Edward Orlando,  the Company's  former sole shareholder
and founder, entered into a Consulting Agreement on August 24, 2003, whereby Dr.
Orlando will provide certain management  consulting  services to the Company and
retain a position on the Company's Board of Directors for a one year period.

     Dr. Orlando  received certain  property of the Company,  including  certain
computer  and other  electronic  equipment  and  forgiveness  of  certain  funds
advanced by the Company to Dr.  Orlando for either  personal use or the expenses



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<PAGE>


related to certain patent(s) in process at the August 25, 2003 change in control
as compensation  for this  Consulting  Agreement.  Further,  Dr. Orlando will be
reimbursed  for all reasonable  out-of-pocket  expenses so long as said expenses
have prior written authorization of the Company's management.

     On October 1, 2003,  the Company  entered into a Consulting  Agreement with
Donald  Lees (or  LeeWard  Enterprises)  of Indian  Harbor,  Florida  to provide
consulting  services for programming,  engineering,  database  management,  data
transfer and other  services.  This agreement is for a period of 365 days.  This
agreement requires  compensation at $5,000 per month, plus reimbursement for all
reasonable costs and expenses.  Either party may cancel this agreement by giving
60 days written notice to the other party.

     In September  2003, No Bidding,  Inc.  entered into a consulting  agreement
with National Securities Corporation,  a Washington corporation ("National") for
advice and  assistance in connection  with the  negotiation  and  preparation of
acquisitions,  mergers and/or strategic alliances.  The term of the agreement is
for a period of seven (7) months. For such services, the Company is obligated to
pay National $20,000 per month. The Company has paid the entire  $140,000.00 due
National in accordance with the terms of the agreement.

     In December 2003, Bidville entered into an agreement with both National and
Royal Palm Capital Group,  Inc.  ("Royal  Palm"),  wherein  National will render
consulting advice to the Company relating to financial,  investment  banking and
merger/acquisition  matters. The term of the agreement is for a period of twelve
(12) months.  For such  services to the  Company,  Royal Palm has agreed to give
National 3,966,700 shares of the Company's common stock owned by Royal Palm.

     Subsequent  to the December  31, 2003 fiscal year end, we executed  several
individual consulting  agreements with various corporations.  The first of these
agreements,  dated January 4, 2004,  was executed  between  Bidville and Mirador
Consulting, Inc., a Florida corporation ("Mirador"), for a term of one year from
the date of the  agreement.  Under the  terms of the  agreement,  Mirador  shall
provide Bidville with various corporate consulting services, including:

     (a)  providing  the Company with  corporate  consulting  services on a best
     efforts  basis in  connection  with  mergers  and  acquisitions,  corporate
     finance,  corporate finance relations,  introductions to corporate finance,
     corporate  finance  relations,  introductions to other financial  relations
     companies and other financial services;

     (b) using its best  efforts to locate and  identify to the Company  private
     and/or public  companies for potential  merger with or  acquisition  by the
     Company;

     (c)  contacting  the  Company's  existing  shareholders,  responding  in  a
     professional manner to their questions and following up as appropriate; and





                                       34
<PAGE>


     (d) using its best efforts to introduce  the Company to various  securities
     dealers,  investment advisors,  analysts, funding sources and other members
     of the financial community with whom it has established relationships,  and
     generally  assist the Company in its efforts to enhance its  visibility  in
     the financial community.

     Bidville will  compensate  Mirador for such services  rendered  through the
initial  issuance of 50,000  shares of  Bidville  restricted  common  stock upon
execution  of the  agreement  for a total price of fifty  dollars  ($50.00).  In
addition,  Bidville will pay Mirador $5,000 in cash per month, the first payment
being due and  payable at  execution  and then due on the first of the month for
each successive month for the term of the agreement.

     On January 5, 2004, we entered into a consulting  agreement with EU-IR.com,
an Austrian corporation,  which has a term of twelve months. EU-IR shall provide
public relations and investor relations  consulting services in Europe. For such
services,  Bidville  will  compensate  EU-IR in the  amount of $7,500 per month,
payable in advance on the first of each month.

     On January 29, 2004, we entered into a consulting  agreement  with CEOcast,
Inc. ("CEOcast"), to provide investor relations services for a term of one year.
For such services,  Bidville is required to pay CEOcast $10,000 per month on the
29th of each month for the term of the  agreement.  Upon signing the  agreement,
Bidville  initially  paid  CEOcast a cash payment of $20,000,  representing  the
first and last  month's  compensation,  in  addition to issuing  CEOcast  32,000
shares of Bidville  restricted  common stock.  Under the terms of the agreement,
Bidville  shall  give  CEOcast  registration  rights  on the  32,000  shares  of
restricted common stock after any secondary  offering pursuant to a registration
statement is completed.  These registration rights are contractually  defined in
the  agreement  as "not piggy back  registration  rights or demand  registration
rights."

     We also have a  consulting  agreement  with RMN  Consulting,  LLC  ("RMN"),
effective  February  19,  2004  for a period  of six  months.  According  to the
agreement, RMN shall provide Bidville with independent public relations business
consulting  services,  as well as  draft a  marketing  report  for the  Company.
Compensation  for these  services  will be $10,000 cash for the first two months
the agreement is in effect. As compensation for the remaining four months of the
consulting  agreement,  we will be  required  to issue RMN  50,000  warrants  to
purchase Bidville common stock, exercisable after registration of the underlying
common stock at a twenty-five  percent  (25%)  discount from the market price of
the common stock on the date of exercise.

     Another  consulting  agreement,  with  Capital  Resource  Alliance,  LLC of
Atlanta,  Georgia ("CRA"),  was executed on March 17, 2004, for a term of twelve
(12)  months.  The purpose of the  agreement is for CRA to assist the Company in
its application to have Bidville common stock traded on the Frankfurt  [Germany]
Stock  Exchange.  This  agreement  is  for  an  one  year  period  and  requires
compensation in the form of 20,000 shares of restricted,  unregistered  Bidville




                                       35
<PAGE>


common stock and cash in the amount of $200,000,  payable  within 30 days of the
date of the  agreement.  Receipt of the common  stock is  contingent  upon CRA's
successful performance of its services. We are obligated to make reasonable best
efforts,  in light of  "prevailing  market  conditions,"  to include  the 20,000
shares in the subsequent registration statement we file with the U.S. Securities
and  Exchange  Commission  ("SEC")  after the  execution  of this  registration.
However,  under the terms of the agreement,  if we should determine that, in our
opinion, the "prevailing market conditions" do not make the sale of these shares
feasible,  then the  number  of  shares to be  registered  in such  registration
statement shall be reduced.

     We also  recently  executed a consulting  agreement  with Empire  Financial
Group,  Inc.  ("Empire")  on March 31, 2004.  The  agreement is for a term of 12
months  and  may  not be  terminated  by the  Company  prior  to the end of this
twelve-month  term.  We  retained  Empire to act as a financial  and  investment
banking  advisor to Bidville,  to render  advice and  assistance  with regard to
strategic  transactions,  future debt or equity financings,  market and industry
awareness and to assist the Company in getting Bidville common stock listed on a
national  exchange  by the 2004 year end.  As  compensation  for such  services,
Bidville shall pay Empire an engagement  fee of $25,000,  payable upon execution
of the agreement,  and $10,000 per month payable in advance  beginning  April 1,
2004 and each of the next eleven (11) months  thereafter.  The Company will also
reimburse Empire on a monthly basis for any and all reasonable expenses incurred
by Empire in the performance of its duties under this agreement.

     Concurrent with the execution of this  agreement,  the Company is obligated
to sell to  Empire  common  stock  purchase  warrants,  at a price of $.001  per
warrant, to purchase 200,000 shares of Bidville common stock. Such warrants will
expire five (5) years after issuance and will be exercisable at $3.00 per share.
The warrants  may be  exercised as to all or a lesser  number of shares and will
contain  provisions for  registration of the resale of the underlying  shares at
the Company's  expense,  cashless  exercise and for  adjustment in the number of
such shares and the exercise price to prevent dilution.

     In the event that a "Strategic  Transaction"  (as defined in the agreement)
is  consummated,  other  than a  financing,  we are  obligated  to pay  Empire a
"Transaction  Fee" equal to a percentage of the amount of consideration  paid in
such transaction, in the following manner:

        Consideration Paid                    Transaction Fee
        in Transaction                (Percentage of Consideration)
        ---------------------------------------------------------
        Up to $2 million                            5.0%
        $2 million - $4 million                     4.0%
        $4 million - $6 million                     3.0%
        $6 million - $8 million                     2.0%
        Over $8 million                             1.0%





                                       36
<PAGE>


     The Transaction Fee is to be paid in cash at the closing of the transaction
to  which it  relates  and  shall be  payable  whether  or not such  transaction
involves  stock,  or a  combination  of  stock  and  cash,  or is  made  on  the
installment  sale basis. In addition,  if the Company shall,  within twelve (12)
months  immediately  following the termination of this  agreement,  consummate a
transaction  with any party  introduced  by Empire to the Company  prior to such
termination, or with any party which was a party to a transaction or prospective
transaction as to which Empire rendered  services under the agreement,  we shall
be required to pay Empire a Transaction Fee with respect to such  transaction in
accordance with the table above.

     If  Bidville  enters  into  a  "financing"   transaction  subject  to  this
agreement,  we must pay Empire a cash fee at the closing of the  financing in an
amount to be agreed  upon prior to such  closing.  In the event that the parties
cannot  agree on such a fee,  the fee  shall be ten  percent  (10%) of the gross
proceeds of such financing.  Finally,  this agreement  contains a non-circumvent
provision  whereby the Company  agrees that for a period of three (3) years from
the  execution  date,  we will not  solicit any offer to buy from or sell to any
person introduced to the Company by Empire, directly or indirectly, any Bidville
securities. Should we violate this provision, we would be required to pay Empire
an amount  equal to ten percent  (10%) of the  aggregate  purchase  price of the
securities so purchased by such person.  As of the date of this filing,  none of
the warrants described herein had been issued to Empire.

     Finally,  on April 1, 2004,  Bidville signed an Advisory Agreement with the
Blackmor Group, Inc. ("Blackmor") for an initial term of one year, which will be
automatically  extended on an annual basis for  additional one year terms unless
Blackmor or Bidville  serves written notice of termination on the other party at
least thirty (30) days prior to the end of the applicable  term. Under the terms
of the Agreement,  Blackmor shall assist Bidville in:  effecting its purchase of
businesses and assets relative to its business and growth  strategy,  resolution
of outstanding debt and obligations of the Company,  preparation of registration
statements,   and  introducing  Bidville  to  brokers  and  dealers,   potential
investors, public relations firms and consultants and others that may assist the
Company in its plans and future  development.  These services are to be provided
on a "best efforts" basis provided, however, that these services shall expressly
exclude all legal advice,  accounting  services or other  services which require
licenses or  certification  which  Blackmor may not have at such time.  Bidville
agrees to pay Blackmor a fee for such  services by way of the delivery of 75,000
shares of Bidville  restricted common stock and 100,000 warrants to purchase our
common stock at an exercise price of $2 for two years.

RISK FACTORS

     An investment in our common stock involves a high degree of risk and is not
an appropriate investment for persons who cannot afford the loss of their entire
investment.  Prospective and current investors in common stock of Bidville, Inc.
should carefully  consider the following risk factors,  in addition to the other
information   contained  in  this  annual  report.  Except  for  the  historical
information   contained  herein,  the  following   discussion  contains  certain





                                       37
<PAGE>

forward-looking  statements  that  involve  risks  and  uncertainties,  such  as
statements of our plans, objectives, expectations and intentions. The cautionary
statements made in this report should be read as being applicable to all related
forward-looking  statements wherever they appear in this prospectus.  Our actual
results could differ materially from those discussed herein.  Factors that could
cause or contribute to such  differences  include those discussed below, as well
as those discussed elsewhere herein.

RISK FACTORS THAT MAY AFFECT RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     The risks and  uncertainties  described  below are not the only ones facing
us.  Additional  risks and  uncertainties  not presently  known to us or that we
currently deem immaterial may also impair our business operations. If any of the
following  risks or such other  risks  actually  occur,  our  business  could be
harmed.

We have a limited operating history with which to evaluate our business.

     Our company  was formed as a sole  proprietorship  in 1999.  We have only a
limited  operating  history on which you can base an evaluation of our business.
Potential  investors  should be aware of the  substantial  risks,  difficulties,
delays, and expenses normally encountered with an online auction company,  since
online  commerce  is still  developing  and  presents  risks that are beyond our
control. To address these risks and uncertainties, we must do the following:

     o    maintain and increase our number of registered users,  items listed on
          our service and completed sales;
     o    expand into new product and geographical areas;
     o    maintain and grow our websites and customer  support  operations  at a
          reasonable cost;
     o    continue  to make  trading  through  our  service  safer for users;  o
          maintain and enhance our brand;  o continue to develop and upgrade our
          technology and information processing systems;
     o    continue  to  enhance  and expand  our  service  to meet the  changing
          requirements of our users;
     o    provide superior customer service;
     o    remain attractive to our commercial partners;
     o    respond to changing  legal  environments  in a variety of  countries o
          respond to competitive developments;  and o attract, integrate, retain
          and motivate qualified personnel.

We may be unable to accomplish one or more of these goals, which could cause our
business to suffer. In addition,  accomplishing one or more of these goals might
be very expensive,  which could materially harm our financial results.  See "The
Company."

Without profits from operations, we will have a need for additional capital.

     Without an infusion of capital or increased profits from operations, we are
not expected to proceed with the full  implementation  of our business  plan. At




                                       38
<PAGE>


the same time, we do not anticipate the receipt of increased  operating revenues
until  management  successfully  implements  our  business  plan,  which  is not
assured. Further, we may incur significant unanticipated expenditures, which may
deplete our capital at an increased  rapid rate because of, among other  things,
the stage of our business,  our limited  personnel  and other  resources and our
lack of a widespread  client base and market  recognition.  Because of these and
other factors,  management is presently  unable to predict what additional costs
might be incurred by us beyond those currently contemplated, in order to achieve
market  penetration  on a commercial  scale in our planned line of business.  We
have no identified  alternative  sources of funds, and there can be no assurance
that  resources  will be available to us when needed.  If adequate funds are not
available,  we may be required to curtail  significantly our business activities
or cease operations entirely. See "Financial Statements."

Our operating  results may fluctuate  significantly  on a quarterly and seasonal
basis.

     Our operating results have varied on a quarterly basis during our operating
history.  Our  operating  results may fluctuate  significantly  as a result of a
variety of  factors,  many of which are outside our  control.  Factors  that may
affect our quarterly operating results include the following:

     o    our  ability to retain an active  user base,  to attract new users who
          list items for sale and who purchase  items through our service and to
          maintain customer satisfaction;
     o    our  ability  to keep  our  websites  operational  and to  manage  and
          increase the number and value of items listed on our service;
     o    the amount  and timing of  operating  costs and  capital  expenditures
          relating to the maintenance and expansion of our business,  operations
          and infrastructure;
     o    foreign,  federal,  state or local  government  regulation,  including
          investigations  prompted  by items  improperly  listed  or sold by our
          users;
     o    the  introduction  of new sites,  services  and  products by us or our
          competitors;
     o    volume,  size, timing and completion rate of trades on our websites; o
          consumer confidence in the security of transactions on our websites; o
          our ability to upgrade and develop our systems and  infrastructure  to
          accommodate growth;
     o    technical difficulties or service interruptions;
     o    our ability to attract new personnel in a timely and effective manner;
          o our ability to retain key employees in both our existing  businesses
          and our acquisitions;
     o    our ability to integrate and manage our acquisitions  successfully;  o
          our  ability to expand our  product  offerings  involving  fixed price
          trading successfully;
     o    the  ability of our  land-based  auction  businesses  to acquire  high
          quality properties for auction;





                                       39
<PAGE>


     o    the timing,  cost and availability of advertising in traditional media
          and on other websites and online services;
     o    the cost of and demand for advertising on our own websites;
     o    the timing of payments to us and of marketing and other expenses under
          existing and future contracts;
     o    consumer  trends and the popularity of some  categories of collectible
          items;
     o    the success of our brand building and marketing campaigns;
     o    the  continued  success  of our  commercial  partners  and  technology
          suppliers;
     o    the increase in the level of use of the Internet and online services;
     o    increasing  consumer  acceptance  of the  Internet  and  other  online
          services for commerce and, in particular, the trading of products such
          as those listed on our websites; and
     o    general economic  conditions and economic  conditions  specific to the
          Internet and e-commerce industries.

     Our limited operating history and the increased variety of services offered
on our website  makes it difficult for us to forecast the level or source of our
revenues or earnings accurately. We believe that period-to-period comparisons of
our operating  results may not be meaningful,  and you should not rely upon them
as  an  indication  of  future  performance.  We  do  not  have  backlog,  and a
substantial  portion of our net revenues each quarter come from transactions for
items that are listed and sold during that quarter. Our operating results in one
or more future quarters may fall below the  expectations of securities  analysts
and investors. In that event, the trading price of our common stock would likely
be adversely affected.

     In addition,  our operating results are somewhat seasonal in nature because
many of our users reduce their  activities on our website with the onset of good
weather or during  holidays,  such as  Thanksgiving  and Christmas.  Seasonal or
cyclical variations in our business may become more pronounced over time and may
harm our operating results in the future. See "Financial Statements."

Our failure to manage growth could harm us.

     We believe that as our business plan is more fully realized, we will likely
experience a period of rapid growth in our  customer  base,  number of listings,
geographic areas, types of goods and alternative  methods of sale. These changes
will result in new and increased  responsibilities  for management personnel and
will place a significant strain upon our management,  operational, and financial
resources.  The areas  that may be put under  strain by our growth  include  the
following:

     o    The Websites. We must constantly add new hardware, update software and
          add new engineering  personnel to accommodate the increased use of our
          websites  and  the  new   products  and  features  we  are   regularly
          introducing.  This upgrade  process is  expensive,  and the  increased
          complexity   of  our  websites   increases   the  cost  of  additional
          enhancements. If we are unable to increase the capacity of our systems
          at least to keep pace with the growth in demand for this capacity, our




                                       40
<PAGE>


          websites  may become  unstable and may cease to operate for periods of
          time. We have experienced  periodic  unscheduled  downtime.  Continued
          unscheduled  downtime  would harm our  business  and also could  anger
          users of our websites and reduce future revenues.

     o    Customer Support.  We are expanding our customer support operations to
          accommodate  the  increased  number of users and  transactions  on our
          websites.   If  we  are  unable   provide   these   operations   in  a
          cost-effective  manner,  users  of  our  websites  may  have  negative
          experiences,  and current and future  revenues  could  suffer,  or our
          margins may decrease.

     o    Customer  Accounts.  Our revenues are dependent on prompt and accurate
          billing processes. If we are unable to grow our transaction processing
          abilities to accommodate the increasing  number of  transactions  that
          must be billed, our ability to collect revenue will be harmed.

     To accommodate  rapid growth and to compete  effectively  and manage future
growth,  if any,  we will need to expand,  train,  motivate  and manage our work
force at a rapid rate.  The  majority of our  employees  today have been with us
less than one year and we expect that our rate of hiring will continue at a very
high pace. If new employees perform poorly, or if we are unsuccessful in hiring,
training and integrating new employees, or if we are not successful in retaining
our  existing  employees,  our  business  may be harmed.  To manage the expected
growth of our operations and personnel,  we will need to improve our transaction
processing,  operational and financial systems, procedures and controls. This is
a special  challenge as we acquire new operations  with different  systems.  Our
current and planned  personnel,  systems,  procedures  and  controls  may not be
adequate  to support  our future  operations.  We may be unable to hire,  train,
retain and manage  required  personnel  or to  identify  and take  advantage  of
existing and potential strategic relationships and market opportunities. Failure
to properly  manage any of these areas could have a material  adverse  affect on
our  business,  operating  results and financial  condition.  See "The Company -
Employees and Consultants" and "Management."

We need to develop  new  services,  features  and  functions  in order to expand
operations.

     We plan  to  expand  our  operations  by  developing  new or  complementary
services,  products or transaction formats or expanding the breadth and depth of
services.  We may be unable to expand  our  operations  in a  cost-effective  or
timely manner. Even if we do expand, we may not maintain or increase our overall
acceptance.  If we  launch  a new  business  or  service  that is not  favorably
received by consumers,  it could damage our reputation and diminish the value of
our brand.  We  anticipate  that future  services  will  include  pre-trade  and
post-trade services.






                                       41
<PAGE>


     We are pursuing strategic  relationships with third parties to provide many
services.  Because we use third parties to deliver services, we may be unable to
control the quality of these services,  and our ability to address problems with
such third party  services  may be reduced.  Expanding  our  operations  in this
manner  also will  require  significant  additional  expenses  and  development,
operations  and other  resources and will strain our  management,  financial and
operational resources. The lack of acceptance of any new services could harm our
business. See "The Company."

An inability to expand our systems may limit our growth.

     We seek to  generate  a high  volume of  traffic  and  transactions  on our
service.  The  satisfactory  performance,  reliability  and  availability of our
websites,  processing  systems and network  infrastructure  are  critical to our
reputation  and our ability to attract and retain  large  numbers of users.  Our
revenues depend  primarily on the number of items listed by users, the volume of
user transactions that are successfully  completed and the final prices paid for
the items  listed.  We need to expand and  upgrade our  technology,  transaction
processing systems and network  infrastructure both to meet increased traffic on
our site and to implement new features and functions,  including  those required
under our contracts with third parties.  We may be unable to accurately  project
the rate or timing of increases,  if any, in the use of our service or to expand
and upgrade our systems and  infrastructure  to  accommodate  any increases in a
timely fashion.

     We use internally  developed systems to operate our service for transaction
processing,  including billing and collections  processing.  We must continually
improve these systems in order to accommodate  the level of use of our websites.
In  addition,  we may add new features and  functionality  to our services  that
would  result in the need to  develop  or license  additional  technologies.  We
capitalize  hardware and software  costs  associated  with this  development  in
accordance  with  generally  accepted  accounting  principles  and include  such
amounts in property and equipment.  Our inability to add additional software and
hardware or to upgrade our technology, transaction processing systems or network
infrastructure to accommodate increased traffic or transaction volume could have
adverse   consequences.   These  consequences   include   unanticipated   system
disruptions,  slower response times,  degradation in levels of customer support,
impaired  quality of users'  experiences  of our service and delays in reporting
accurate  financial  information.   Our  failure  to  provide  new  features  or
functionality  could  also  result  in such  consequences.  We may be  unable to
effectively  upgrade and expand our systems in a timely  manner or to  integrate
smoothly  any  newly  developed  or  purchased  technologies  with our  existing
systems.  These  difficulties  could  harm or limit our  ability  to expand  our
business. See "The Company -- Operations, Technology and Security."






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<PAGE>


Our growth will depend on our ability to develop our brand.

     We believe that our historical growth has been largely attributable to word
of mouth and customer  loyalty.  We believe that  continuing to  strengthen  our
brand will be critical  to  achieving  widespread  acceptance  of our  services.
Promoting and  positioning  our brand will depend  largely on the success of our
marketing efforts and our ability to provide high quality services.  In order to
promote our brand,  we will need to increase our marketing  budget and otherwise
increase our  financial  commitment  to creating and  maintaining  brand loyalty
among users. Brand promotion  activities may not yield increased  revenues,  and
even if they do, any increased  revenues may not offset the expenses we incurred
in building our brand.  If we do attract new users to our service,  they may not
conduct  transactions over our service on a regular basis. If we fail to promote
and maintain our brand or incur substantial  expenses in an unsuccessful attempt
to promote and maintain our brand, our business would be harmed.  See "Marketing
and Distribution."

Our growth and future success depend on our ability to generate traffic to our
website.

     Our  ability  to  sell  products   through  our  online  auctions   depends
substantially on our ability to attract user traffic to our website. In order to
attract  and retain  users to our  website,  we will  continue to be required to
spend significant amounts of money for online advertising.  As the effectiveness
of online  advertising  cannot be  consistently  relied upon,  we intend to also
pursue an offline  advertising  campaign through traditional media forms such as
print, radio and television. If we are unable to generate traffic to our website
cost  effectively,  or if our efforts to promote our auctions  using both online
and off-line media are not successful, our growth and business prospects will be
substantially limited. See "Marketing and Distribution."

Failure  to  manage  our  costs  may  result  in  our   inability   to  maintain
profitability.

     We believe that our  continued  profitability  will depend in large part on
our ability to do the following:

     o    maintain sufficient  transaction volume to attract buyers and sellers;
          o manage the costs of our  business,  including  the costs  associated
          with  maintaining  and developing our websites,  customer  support and
          international and product expansion;
     o    increase our brand name awareness;
     o    and  provide  our  customers  with  superior   community  and  trading
          experiences.

     We are investing  heavily in marketing  and  promotion,  customer  support,
further  development  of our website,  technology  and operating  infrastructure
development.  The costs of these investments are expected to remain  significant
into the  future.  In  addition,  many of our  acquisitions  require  continuing




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investments  in  these  areas  and  we  have  significant   ongoing  contractual
commitments  in some of  these  areas,  such as 3 2 1 Play,  Inc.  and Buy  Sell
Connect,  Inc.,  which we recently  acquired.  As a result,  we may be unable to
adjust our spending  rapidly  enough to compensate  for any  unexpected  revenue
shortfall, which may harm our profitability.

     The existence of several  larger and more  established  companies  that are
enabling online sales as well as newer companies, many of whom do not charge for
transactions  on their  sites and others who are  facilitating  trading  through
other pricing formats (e.g., reverse auction,  group buying, etc.) may limit our
ability to raise revenues  attributable to final success fees in response to any
declines in profitability.  In addition,  we are incurring  expenses  associated
with  expansion  and hiring of new personnel in advance of  anticipated  growth,
which may also harm our profitability. In view of the rapidly evolving nature of
our business and our limited operating history, we believe that period-to-period
comparisons of our operating results are not necessarily meaningful.  You should
not rely upon our historical  results as indications of our future  performance.
See "Competition."

Acquisitions could result in dilution,  operating difficulties and other harmful
consequences.

     We have recently  acquired and may in the future acquire other  businesses,
technologies, services or products that we believe are strategic. The process of
integrating any acquisition may create  unforeseen  operating  difficulties  and
expenditures  and is  itself  risky.  The areas  where we may face  difficulties
include:

     o    diversion of management time (at both companies)  during the period of
          negotiation  through closing and further  diversion of such time after
          closing;  from  focusing  on  operating  the  businesses  to issues of
          integration and future products;
     o    decline in employee morale and retention issues resulting from changes
          in  compensation,  reporting  relationships,  future  prospects or the
          direction of the business;
     o    the  need  to  integrate   each   company's   accounting,   management
          information, human resource and other administrative systems to permit
          effective  management,  and the lack of control if such integration is
          delayed or not implemented;
     o    the need to implement  controls,  procedures and policies  appropriate
          for a larger and public company at companies that prior to acquisition
          had lacked such controls, procedures and policies; and
     o    in some cases,  the need to  transition  operations  onto the existing
          Bidville platform.

     We  have  almost  no  experience  in  managing  this  integration  process.
Moreover,  the anticipated benefits of any or all of our acquisitions may not be
realized.  Future  acquisitions or mergers could result in potentially  dilutive




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<PAGE>


issuances of equity securities,  the incurrence of debt, contingent  liabilities
or amortization expenses related to goodwill and other intangible assets, any of
which could harm our business.  Future acquisitions or mergers may require us to
obtain  additional  equity  or debt  financing,  which may not be  available  on
favorable  terms or at all. Even if available,  this  financing may be dilutive.
See "The Company" and "Financial Statements."

     In the event that we acquire a non-US  company,  such foreign  acquisitions
involve  special  risks,  including  those related to  integration of operations
across  different  cultures,  currency  risks and the  particular  economic  and
regulatory risks associated with specific countries.  Certain of these risks are
discussed more fully herein.

Our recent  acquisition of privately held 3 2 1 Play, Inc. and Buy Sell Connect,
Inc. exposes our business to greater risk.

     As part of our business strategy, we acquired 3 2 1 Play, Inc. and Buy Sell
Connect.com,  Inc. in March 2004.  We expect to enter into  additional  business
combinations and acquisitions in the future. Acquisitions may result in dilutive
issuances of equity  securities,  use of our cash resources,  incurrence of debt
and amortization of expenses related to intangible assets. The acquisitions of 3
2 1 Play and Buy Sell Connect were accompanied by a number of risks, including:

     o    the  difficulty of  assimilating  the  operations and personnel of the
          acquired companies with those of Bidville;
     o    the potential  disruption of our ongoing  business and  distraction of
          management;
     o    the difficulty of  incorporating  acquired  technology and rights into
          our products and unanticipated expenses related to such integration;
     o    the  failure  to  further  successfully  develop  acquired  technology
          resulting  in the  impairment  of  amounts  currently  capitalized  as
          intangible assets;
     o    the  impairment  of  relationships  with  customers  of  the  acquired
          companies  or our own  customers  as a result  of any  integration  of
          operations;
     o    the  impairment  of  relationships  with  employees  of  the  acquired
          companies  or our own business as a result of any  integration  of new
          management personnel;
     o    the  potential  unknown  liabilities   associated  with  the  acquired
          companies.

     We may experience similar risks in connection with our future acquisitions.
We may not be successful in addressing  these risks or any other  problems which
may arise in connection with the acquisition of 3 2 1 Play and Buy Sell Connect.
Our failure to manage the risks that we could encounter in future  acquisitions,
would harm our business or cause us to fail to realize the anticipated  benefits
of our acquisition(s).






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<PAGE>


Our recent  acquisitions  could result in operating  difficulties  and increased
competition.

     As a result of our  acquisition  of 3 2 1 Play,  Inc., we compete  directly
with other online  companies that offer online  shoppers new products from major
brand names at or below  wholesale  prices and directly from the  manufacturers.
Our competitors in this segment include includes  virtually every online seller,
including  online  auction  companies,  online  retailers and even  individuals,
depending on the category of product. In addition,  we believe it is likely that
there will be additional  entrants to the online new product sales market.  Some
of these entrants may have greater operational,  strategic, financial, personnel
or other resources than we do, as well as greater brand  recognition.  Increased
competition  could  force 3 2 1 Play to have to sell  its  products  at or below
cost,  which would  reduce  total  revenues  both to 3 2 1 Play and to Bidville,
thereby harming our business, operating results and financial condition.

We are dependent on key personnel.

     Our future  performance  will be  substantially  dependent on the continued
services  of  our  senior  management  and  other  key  personnel.   Our  future
performance  also will  depend on our ability to retain and  motivate  our other
officers and key  personnel.  The loss of the  services of any of our  executive
officers or other key employees could harm our business.  We do not maintain any
"key person" life  insurance  policies.  Our new businesses are all dependent on
attracting and retaining key personnel.  Our land-based  auction  businesses are
particularly  dependent  on  specialists  and senior  management  because of the
relationships  these  individuals  have  established  with  sellers  who consign
property  for sale at auction.  In addition,  employee  turnover and other labor
problems  frequently  increases  during the period  following an  acquisition as
employees  evaluate  possible  changes  in  compensation,   culture,   reporting
relationships  and the direction of the business.  These labor issues maybe more
severe if employees receive no significant financial return from the acquisition
transaction.  Such  increased  turnover  could increase our costs and reduce our
future revenues.  Our future success also will depend on our ability to attract,
train, retain and motivate highly skilled technical,  managerial,  marketing and
customer  support  personnel.   Competition  for  these  personnel  is  intense,
especially  for  engineers  and  other  professionals  and we may be  unable  to
successfully attract,  integrate or retain sufficiently qualified personnel.  In
making employment  decisions,  particularly in the Internet and  high-technology
industries,  job  candidates  often consider the value of the stock options they
are to receive in connection  with their  employment.  Fluctuations in our stock
price may make it more  difficult to retain and motivate  employees  whose stock
option strike prices are  substantially  above current market  prices.  See "The
Company - Employees and Consultants" and "Management."






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<PAGE>


We are controlled by certain stockholders, executive officers and directors.

     Our executive  officers and directors (and their affiliates) own nearly all
of our  outstanding  common  stock.  As a  result,  they  have  the  ability  to
effectively  control our company and direct our affairs and business,  including
the election of directors and approval of  significant  corporate  transactions.
This  concentration  of ownership may have the effect of delaying,  deferring or
preventing  a change in control of our  company  and may make some  transactions
more difficult or even impossible without the support of these stockholders. Any
of these  events  could  decrease  the  market  price of our common  stock.  See
"Management."

Some of our management lacks experience operating an online auction company.

     Potential  purchasers  of our common stock should be aware that some of our
management  may not have any  experience  operating  a company  which has online
auction services as its primary business. Accordingly, management is required to
retain knowledgeable and experienced employees and consultants in the operations
of our  business.  There can be no assurance  that we will be able to retain our
current  employees  and/or  consultants,  or that  we  will  be able to  recruit
knowledgeable and experienced  employees and consultants in the future should it
be necessary to do so. See "Management."

Future  issuances of our common stock will dilute the  interests of our existing
shareholders.

     Our Articles of Incorporation currently authorize our Board of Directors to
issue up to 200,000,000  shares of common stock, $.001 par value, and 50,000,000
shares of preferred stock,  $.001 par value. The power of the Board of Directors
to issue  shares of common  stock,  preferred  stock or options or  warrants  is
subject to shareholder approval in only limited circumstances. Shareholders have
no preemptive  rights or cumulative voting rights.  Any additional  issuances of
any of our  securities  may have the  effect  of  further  diluting  the  equity
interest of  shareholders.  Bidville  has issued  common  shares in exchange for
services in the past.  In the event the  Company  continues  to issue  shares in
order to acquire  services,  it is possible that such transactions will increase
the total number of outstanding  shares without  correspondingly  increasing the
net tangible book value of the Company,  thereby proportionately  decreasing the
net tangible book value per share to stockholders.

We  will  be  required  to  indemnify   our  Officers  and   Directors  in  most
circumstances.

     Under   applicable   law,  our  directors  will  not,  except  for  certain
circumstances,  be liable for monetary damages to us or any other person for any
statement,  vote, decision, or failure to act, regarding corporate management or




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<PAGE>


policy, by a director. Further, our Articles of Incorporation and Bylaws require
us to indemnify  and hold  harmless our  directors and officers from and against
and in respect of certain losses, damages, deficiencies,  expenses or costs that
may be incurred or suffered by such  directors and officers as a result of their
serving in such capacities with Bidville.

We do not anticipate paying dividends on our common stock.

     We have not paid any  dividends  upon our common stock since our  inception
and, by reason of our present  financial status and our  contemplated  financial
requirements,  we do not  contemplate or anticipate  paying any dividends on our
common stock in the foreseeable  future.  Therefore,  any potential purchaser of
our common stock,  whose decision to invest in our common stock is based upon an
expectation of dividend payments, should refrain from purchasing common stock in
Bidville. See "Dividend Policy."

Our stock price has been and may continue to be extremely volatile.

     The  trading  price  of our  common  stock  has been  and is  likely  to be
extremely  volatile.  Our stock price could be subject to wide  fluctuations  in
response to a variety of factors, including the following:

     o    actual or anticipated variations in our quarterly operating results;
     o    unscheduled  system  downtime;   o  additions  or  departures  of  key
          personnel;
     o    announcements  of  technological  innovations or new services by us or
          our competitors;
     o    changes in financial estimates by securities analysts;
     o    conditions or trends in the Internet and online commerce industries;
     o    changes in the market valuations of other Internet companies;
     o    developments in Internet regulation;
     o    announcements  by us or our  competitors of significant  acquisitions,
          strategic partnerships, joint ventures or capital commitments;
     o    sales of our common stock or other securities in the open market; and
     o    other  events or  factors,  including  these  described  in this "Risk
          Factors" section and others that may be beyond our control.

In addition,  the trading  price of Internet  stocks in general,  and of ours in
particular,  have  experienced  extreme price and volume  fluctuations in recent
periods. These fluctuations often have been unrelated or disproportionate to the
operating  performance  of these  companies.  Negative  changes in the  public's
perception of the prospects of Internet or e-commerce companies have in the past
and may in future depress our stock price regardless of our results. Other broad
market and industry  factors may decrease the market price of our common  stock,
regardless of our operating performance. Market fluctuations, as well as general
political  and  economic  conditions,  such as  recession  or  interest  rate or
currency  rate  fluctuations,  also may  decrease the market price of our common
stock.  In the past,  following  declines  in the  market  price of a  company's
securities,  securities  class-action  litigation  often  has  been  instituted.
Litigation of this type, if instituted,  could result in substantial costs and a
diversion of management's attention and resources.



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<PAGE>


Some anti-takeover provisions may affect the price of our common stock.

     The Board of Directors has the authority to issue shares of preferred stock
and to determine the preferences,  rights and privileges of those shares without
any  further  vote or action by the  stockholders.  The rights of the holders of
common stock may be harmed by the rights of the holders of any  preferred  stock
that  may  be  issued  in  the  future.  Some  provisions  of  our  articles  of
incorporation and bylaws could have the effect of making it more difficult for a
third party to acquire a majority of our outstanding voting stock. These include
provisions  that  provide  for  a  classified   board  of  directors,   prohibit
stockholders  from taking action by written  consent and restrict the ability of
stockholders  to call special  meetings.  We are also subject to  provisions  of
Nevada law which may prohibit us from engaging in any business  combination with
any interested stockholder,  unless certain conditions are met. This restriction
could have the effect of delaying or preventing a change of control,  as well as
the effect of delaying or preventing  Bidville  shareholders  from receiving the
premium typically payable to shareholders upon a successful change in control.

Secondary trading of our common stock may not be possible in some states.

     Secondary  trading in our common  stock will not be  possible in each state
until our shares of common  stock are  qualified  for sale under the  applicable
securities laws of the state or we verify that an exemption,  such as listing in
certain recognized securities manuals, is available for secondary trading in the
state.  There can be no assurance  that we will be successful in  registering or
qualifying our common stock for secondary  trading,  or availing ourselves of an
exemption for secondary trading in our common stock, in any state. If we fail to
register or qualify,  or obtain or verify an exemption for the secondary trading
of our common stock in any  particular  state,  our shares of common stock could
not be offered or sold to, or  purchased  by, a resident of that  state.  In the
event that a significant  number of states refuse to permit secondary trading in
our common stock,  a public market for our common stock will fail to develop and
the shares  could be deprived of any value.  We are not  currently  published in
Standard & Poor's Records or Moody's and  therefore,  we cannot rely upon such a
listing to qualify  Bidville stock in those states that recognize such a listing
as constituting an exemption.

     Our  common  stock has  historically  traded at low  prices,  and should we
become subject to the "Penny Stock" rules and regulations,  the liquidity of our
common stock will likely be reduced.

     Our common stock offered by this  prospectus  may become subject to certain
rules and  regulations  promulgated by the  Securities  and Exchange  Commission
("SEC") pursuant to the Securities  Enforcement  Remedies and Penny Stock Reform
Act of  1990  (the  "Penny  Stock  Act")  which  impose  strict  sales  practice
requirements  on  broker-dealers  who sell such securities to persons other than
established  customers  and certain  "accredited  investors."  For  transactions
covered by the Penny Stock Act, a broker-dealer must make a special  suitability
determination  for the  purchaser  and have  received  the  purchaser's  written
consent for the transaction prior to sale. Consequently, such act may affect the
ability of broker-dealers to sell our common stock and may affect the ability of
purchasers in this offering to sell any of the common stock acquired hereby.




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<PAGE>


     The Penny Stock Act  generally  defines a "penny  stock" to be any security
not listed on an exchange or not  authorized  for  quotation on the Nasdaq Stock
Market that has a market price (as therein defined) less than $5.00 per share or
an exercise price of less than $5.00 per share,  subject to certain  exceptions.
For any transactions by broker-dealers  involving a penny stock (unless exempt),
the act requires  delivery,  prior to a transaction in a penny stock,  of a risk
disclosure document relating to the market for the penny stocks. Disclosure also
is required to be made regarding  compensation payable to both the broker-dealer
and the registered representative and current quotations for the securities must
be provided.  Finally,  monthly  statements  are required to be sent  disclosing
recent price information for the penny stocks.

     The foregoing penny stock  restrictions  will not apply to our common stock
if such stock is listed on an exchange or quoted on the Nasdaq Stock Market, has
a certain  price and volume  information  provided on a current  and  continuing
basis or if Bidville meets certain minimum net tangible asset or average revenue
criteria.  There can be no  assurance  that our common  stock will  qualify  for
exemption  from the Penny Stock Act. In any event,  even if our common stock was
exempt from the Penny Stock Rules,  it would remain subject to Section  15(b)(6)
of the Securities  Exchange Act of 1934, as amended (the "Exchange Act"),  which
gives the SEC the  authority  to prohibit  any person who is engaged in unlawful
conduct while  participating in a distribution of a penny stock from associating
with a broker-dealer or participating in a distribution of a penny stock, if the
SEC finds that such a restriction would be in the public interest.  At such time
as our  common  stock  is  subject  to the  rules on penny  stocks,  the  market
liquidity for our common stock could be severely and adversely affected.

RISKS RELATED TO THE ONLINE AUCTION MARKET

Our market is intensely competitive.

     Depending on the category of product,  we currently or potentially  compete
with a number of companies  serving  particular  categories  of goods as well as
those serving broader ranges of goods.  The Internet is a new,  rapidly evolving
and intensely competitive area. We expect competition to intensify in the future
as the barriers to entry are relatively low, and current and new competitors can
launch new sites at a nominal cost using commercially  available  software.  Our
broad-based  competitors include the vast majority of traditional department and
general merchandise stores as well as emerging online retailers. In addition, we
face  competition  from local,  regional and national  specialty  retailers  and
exchanges in each of our categories of products.

     New  technologies  may  increase  competitive  pressures  by  enabling  our
competitors to offer lower cost services. Some Internet-based  applications that
direct  Internet  traffic  to  certain  websites  may  channel  users to trading
services that compete with us.  Although we plan to establish  Internet  traffic
arrangements  with several large online  services and search  engine  companies,




                                       50
<PAGE>


these  arrangements may not be on commercially  reasonable  terms. Even if these
arrangements  are  implemented,  they may not result in  increased  usage of our
service.  In addition,  companies  that control access to  transactions  through
network access or Internet  browsers could promote our  competitors or charge us
substantial fees for inclusion.

     The principal  competitive  factors that will  determine our future success
include Bidville's:

     o    ability to attract buyers;
     o    volume of transactions and selection of goods;
     o    customer service; and o brand recognition.

     With respect to our online  competition  from large companies such as eBay,
Amazon.com, and Yahoo! Auctions, additional competitive factors include:

     o    community cohesion and interaction;
     o    system reliability;
     o    reliability of delivery and payment;
     o    website convenience and accessibility;
     o    level of service fees; and
     o    quality of search tools.

     In  addition,  there can be no  assurance  that we will be able to  compete
successfully  against  current and future  competitors  based on these and other
factors.   Many  of  our  competitors  have  substantially   greater  financial,
distribution and marketing resources,  and have achieved a higher level of brand
recognition  than  us.  In  order  to  respond  to  changes  in the  competitive
environment,  we may,  from time to time,  make  pricing,  service or  marketing
decisions or acquisitions  that could harm our business.  Increased  competition
could  result in price  reductions,  reduced  profit  margins and loss of market
share,  all of which  would  have a  material  adverse  affect on our  business,
financial condition and results of operations. See "Competition."

     Finally,  "Network Effects" could make it difficult for a relative newcomer
to the large-scale  Internet auction business,  such as Bidville,  to achieve or
expand market share.  "Network  Effects" is the term used to describe why users,
presented  with  a  choice  between  competing  systems,  may  prefer  to use an
established  system,  in spite of the fact that this system is  apparently  less
advantageous  than newer systems.  In the specific example of the online auction
business as conducted by Bidville,  online buyers will typically  purchase goods
on  internet  sites  where a large  number and  variety of goods are offered for
sale;  conversely,  sellers  will sell such goods where  large  numbers of ready
buyers already exist.  In order to succeed in the online  auction  business,  we
must  attract  buyers in order to  attract  sellers,  but  conversely  we cannot
attract  sellers  unless we attract  buyers.  If we are unable to overcome  such
Network Effects, our business and financial condition may suffer.






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<PAGE>


We  must  keep  pace  with  rapid  technological   change  in  order  to  remain
competitive.

     Our competitive  space is  characterized  by rapidly  changing  technology,
evolving industry standards,  frequent new service and product introductions and
enhancements and changing customer demands.  These  characteristics are worsened
by the  emerging  and  changing  nature  of the  Internet.  Our  future  success
therefore will depend on our ability to adapt to rapidly changing  technologies,
to adapt  our  services  to  evolving  industry  standards  and to  improve  the
performance,  features and  reliability of our service.  Our failure to adapt to
such changes would harm our business. New technologies,  such as the development
of a peer-to-peer  personal  trading  technology,  could adversely affect us. In
addition,   the   widespread   adoption   of   new   Internet,   networking   or
telecommunications  technologies  or other  technological  changes could require
substantial expenditures to modify or adapt our services or infrastructure.  See
"Competition."

Our success is dependent on consumer  acceptance and the overall strength of the
economy.

     Although  we  believe  we have the  ability  and  experience  to  recognize
potentially  valuable auction services and to gauge trends in our business,  our
revenues,  nevertheless,  will be substantially  dependent on the success of our
services.  Our success depends, among other things, on rapidly changing consumer
acceptance,  which is  difficult  to predict  and over which we will have little
control.  Our  profitability  and sales will also depend on the  strength of the
economy,  which can dictate  consumers'  spending  habits,  especially  Internet
spending.  No  prediction  can be made about the  stability of the economy.  Any
prolonged  downturn in the economy,  whether real or perceived,  could adversely
affect us. See "The Company."

System failures and service interruptions could harm our business.

     We have  experienced  system  failures  from time to time in the  past.  In
addition to placing  increased burdens on our engineering  staff,  these outages
create a flood of user  questions and  complaints  that must be addressed by our
customer support personnel.  Any unscheduled interruption in our service results
in an  immediate  loss of revenues  that can be  substantial  and may cause some
users to switch to our  competitors,  especially if such  competitors are or are
perceived to be more stable.  If we  experience  frequent or  persistent  system
failures,  our reputation and brand could be  permanently  harmed.  We have been
taking steps to increase the  reliability  and  redundancy of our system.  These
steps are  expensive,  reduce our margins and may not be  successful in reducing
the frequency or duration of unscheduled downtime.  Regardless,  our systems and
operations are vulnerable to damage or interruption  from  earthquakes,  floods,
fires, power loss,  telecommunication  failures and similar events. Our disaster
recovery  planning  is not  necessarily  sufficient  for all  eventualities  and
Bidville could be offline for a number of days in the event of a disaster in the
state of Florida.  Our systems and  operations  are also  subject to  break-ins,
sabotage,  intentional  acts of vandalism which could result in downtime for our
website.  Any downtime Bidville  experiences will likely haven a material impact
on the Company's revenues for the time period affected.




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We are dependent upon third parties to host our website.

     We presently rely on third parties to host our website activities.  The use
of third party hosting services increases the potential for service  disruption.
Any interruption in the availability of our website will reduce our revenues and
profits,  and our  future  revenues  and  profits  could be  harmed if our users
believe that our system is  unreliable.  Despite any  precautions we may take, a
decision by any of our third-party hosting providers to close a facility we use,
without adequate notice, because of financial difficulties or for other reasons,
or other  unanticipated  problems  at our  hosting  facilities  could  result in
lengthy interruptions in our services.  In addition,  the failure by our hosting
facilities to provide our required data communications  capacity could result in
interruptions in our service.  We do not carry business  interruption  insurance
sufficient to compensate us for losses that may result from interruptions in our
service as a result of system failures.

     Any  unscheduled  interruption  in our  services  will likely  result in an
immediate loss of revenues that can be  substantial  and may cause some users to
switch to our  competitors.  If we  experience  frequent  or  persistent  system
failures on our websites,  our reputation and brand could be permanently harmed.
Increases in credit card  processing  fees could increase our costs,  affect our
profitability, or otherwise limit our operations.

     From time to time,  Visa,  MasterCard,  American  Express and  Discover may
increase the interchange fees that they charge for each transaction using one of
their cards.  MasterCard and Visa have each announced  increases to their credit
card  interchange   fees,   effective  April  2004.  Visa  and  MasterCard  both
implemented a decrease in their debit card  interchange fees in August 2003 as a
result  of a  settlement  entered  into  in  response  to  litigation,  but  the
settlement agreement required them to maintain these lower interchange fees only
until January 2004, and they have announced  increases in debit card interchange
fees,  in January  2004 and April 2004,  respectively,  to levels close to those
that prevailed prior to August 2003.  Bidville's credit card processors may pass
any increases in interchange fees on to the Company. Accordingly, such increased
fees will likely increase our operating costs and reduce our profit margins.

LEGAL AND REGULATORY RISKS

Our  business  may be harmed  by the  listing  or sale by our users of  illegal,
pirated or counterfeit items.

     The law relating to the  liability of providers of online  services for the
activities of their users on their service is currently unsettled.  We are aware
that certain goods,  such as firearms,  other weapons,  adult material,  tobacco
products,  alcohol and other goods that may be subject to  regulation  by local,
state or federal authorities, have been listed and traded on our service. We may
be unable to  prevent  the sale of  unlawful  goods,  or the sale of goods in an
unlawful manner,  by users of our service,  and we may be subject to allegations




                                       53
<PAGE>


of civil or criminal  liability for unlawful  activities carried out by users of
our  service.  In  order to  reduce  our  exposure  to this  liability,  we have
prohibited  the listing of certain  items and  increased the number of personnel
reviewing  questionable  items. In the future, we may implement other protective
measures  that could  require us to spend  substantial  resources  and/or reduce
revenues by  discontinuing  certain service  offerings.  Any costs incurred as a
result of  liability,  or asserted  liability,  relating to the sale of unlawful
goods or the unlawful sale of goods,  could harm our business.  In addition,  we
may receive  significant and continuing media attention  relating to the listing
or sale of unlawful goods on our website.  This negative  publicity could damage
our  reputation  and  diminish  the value of our brand name.  It also could make
users reluctant to continue to use our services.

     Furthermore,  we have not  received  communications  alleging  that certain
items  listed or sold  through  our  service by our users  infringe  third-party
copyrights,  trademarks and trade names or other intellectual property rights in
the past.  However,  due to the nature of the online auction market,  there is a
high probability that we may receive such communications sometime in the future.
Although we have sought to work actively with the content community to eliminate
infringing  listings on our website,  some  content  owners may express the view
that our efforts are insufficient.  Content owners have been active in defending
their  rights  against  online   companies,   including  eBay.   Allegations  of
infringement  of  third-party  intellectual  property  rights  may in the future
result in litigation  against us. Such litigation is costly for us, could result
in increased  costs of doing business  through  adverse  judgment or settlement,
could  require us to change our business  practices in expensive  ways, or could
otherwise harm our business.  Litigation  against other online  companies  could
result in  interpretations  of the law that could also  require us to change our
business   practices  or  otherwise   increase  our  costs.  See   "Governmental
Regulation."

Our business may be harmed by fraudulent activities on our websites.

     Our future success will depend largely upon sellers reliably delivering and
accurately representing their listed goods and buyers paying the agreed purchase
price.  We have received in the past, and anticipate that we will receive in the
future,  communications from users who did not receive the purchase price or the
goods  that were to have  been  exchanged.  In some  cases  individuals  will be
arrested and convicted for fraudulent  activities  using our websites.  While we
can suspend the accounts of users who fail to fulfill their delivery obligations
to other users,  we do not have the ability to require users to make payments or
deliver goods or otherwise make users whole other than through our limited fraud
insurance program.  Other than through this program,  we do not compensate users
who  believe  they have been  defrauded  by other  users.  We also  periodically
receive  complaints  from  buyers  as to the  quality  of the  goods  purchased.
Negative  publicity  generated as a result of fraudulent or deceptive conduct by




                                       54
<PAGE>


users of our service could damage our  reputation  and diminish the value of our
brand  name.  We expect to continue to receive  requests  from users  requesting
reimbursement  or  threatening  or  commencing  legal  action  against  us if no
reimbursement  is made. Our liability for these sort of claims is only beginning
to be clarified and may be higher in some non-U.S.  jurisdictions  than it is in
the U.S.  This sort of  litigation  could be costly  for us,  divert  management
attention,  result  in  increased  costs  of  doing  business,  lead to  adverse
judgments or could otherwise harm our business. In addition, affected users will
likely complain to regulatory agencies.

Government inquiries may lead to charges or penalties

     A large number of transactions  occur on our websites.  We may be contacted
by various foreign,  federal,  state and local  regulatory  agencies and be told
that they have  questions  with  respect to the adequacy of the steps we take to
protect our users from fraud. We are likely to receive inquiries from regulatory
agencies in the future, which may lead to action against us.

     We are  subject to laws  relating  to the use and  transfer  of  personally
identifiable information about our users and their transfers, especially outside
of the U.S.  Violation  of these  laws,  which in many  cases  apply not only to
third-party  transfers but also to transfers of information between ourselves or
our commercial  partners could subject us to significant  penalties and negative
publicity and could adversely affect our company.

We are subject to risks associated with information disseminated through our
service.

     The  law  relating  to the  liability  of  online  services  companies  for
information  carried on or  disseminated  through  their  services is  currently
unsettled.  Claims could be made against online  services  companies  under both
U.S. and foreign law for  defamation,  libel,  invasion of privacy,  negligence,
copyright or trademark  infringement,  or other theories based on the nature and
content of the  materials  disseminated  through  their  services.  In addition,
federal,  state and foreign legislation has been proposed that imposes liability
for or  prohibits  the  transmission  over  the  Internet  of  certain  types of
information.  A website we control  features  an  exchange  of  feedback,  which
includes  information  from  users  regarding  other  users.  Although  all such
feedback is  generated  by users and not by us, it is  possible  that a claim of
defamation  or other injury could be made against us for content  posted on this
website.  Claims such as these become more likely and have a higher  probability
of success in jurisdictions outside the U.S. If we become liable for information
provided by our users and carried on our service in any jurisdiction in which we
operate,  we could be  directly  harmed  and we may be forced to  implement  new
measures to reduce our exposure to this liability. This may require us to expend
substantial  resources and/or to discontinue  certain service  offerings,  which




                                       55
<PAGE>


would  negatively  affect our  financial  results.  In addition,  the  increased
attention  focused  upon  liability  issues  as a result of these  lawsuits  and
legislative  proposals could harm our reputation or otherwise  impact the growth
of our business.  Any costs  incurred as a result of this  liability or asserted
liability could harm our business.

Unauthorized break-ins or other assaults on our service could harm our business.

     Our servers are  vulnerable  to computer  viruses,  physical or  electronic
break-ins and similar  disruptions,  which could lead to interruptions,  delays,
loss of data,  public release of confidential  data or the inability to complete
customer transactions.  In addition,  unauthorized persons may improperly access
our data. We have  experienced  an  unauthorized  break-in by a "hacker" who has
stated  that he  could,  in the  future,  damage or  change  our  system or take
confidential  information.  We have also  experienced  "denial of service"  type
attacks on our system that have made all or portions of our websites unavailable
for periods of time.  These and other types of attacks could harm us. Actions of
this sort may be very  expensive to remedy and could damage our  reputation  and
discourage  new and  existing  users from using our  service.  See  "Operations,
Technology and Security."

New and existing regulations could harm our business.

     We are  subject  to  general  business  regulations  and  laws,  as well as
regulations  and laws directly  applicable  to the  Internet.  As we continue to
expand the scope of our properties  and service  offerings,  the  application of
existing  laws and  regulations  to Bidville with respect to issues such as user
privacy, defamation,  pricing,  advertising,  taxation,  gambling,  sweepstakes,
promotions,   financial  market   regulation,   consumer   protection,   content
regulation,   quality  of  products  and  services,  and  intellectual  property
ownership and infringement can be unclear. In addition,  we will also be subject
to new laws and regulations directly applicable to our activities.  Any existing
or new  legislation  applicable to us could expose us to substantial  liability,
including   significant   expenses  necessary  to  comply  with  such  laws  and
regulations,  and dampen the growth in use of the Internet.  Of those laws which
do reference the Internet, such as the U.S. Digital Millennium Copyright Act and
the  European  Union's  (E.U.)  Directive  on Distance  Selling  and  Electronic
Commerce,  have  only  recently  begun  to be  interpreted  by  the  courts  and
implemented by the E.U. Member States,  so their  applicability and scope remain
somewhat uncertain.  As our activities and the types of goods listed on our site
expand,  regulatory  agencies  may claim  that we or our users  are  subject  to
licensure in their jurisdiction, either with respect to our services in general,
or in  order to allow  the sale of  certain  items  (e.g.,  real  estate,  event
tickets, boats, automobiles).

     We  post  our  privacy  policies  and  practices  concerning  the  use  and
disclosure  of user data.  Any failure by us to comply  with our posted  privacy
policies,   any  Federal  Trade   Commission   ("FTC")   requirements  or  other





                                       56
<PAGE>


privacy-related  laws and regulations  could result in proceedings by the FTC or
others which could  potentially have an adverse effect on our business,  results
of operations and financial condition.

     Due to the nature of the Web, it is possible that the  governments of other
states or foreign  countries  might  attempt to regulate  Web  transmissions  or
prosecute us for violations of their laws. We might unintentionally violate such
laws,  such laws may be modified and new laws may be enacted in the future.  Any
such  developments (or  developments  stemming from enactment or modification of
other laws) could increase the costs of regulatory compliance for us or force us
to change our business practices. See "Government Regulation."

Our business may be subject to sales and other taxes.

     We do not collect sales or other similar taxes on goods or services sold by
users through our services.  One or more states or any foreign  country may seek
to  impose  sales,   use,  or  value-added  tax  collection  or   record-keeping
obligations on companies like ours that engage in or facilitate online commerce.
Such  taxes  could be  imposed  if, for  example,  we were ever  deemed to be an
"auctioneer"  or the agent of our sellers.  Several  proposals have been made at
the state and local  levels that would  impose  additional  taxes on the sale of
goods and services  through the Internet.  These  proposals,  if adopted,  could
substantially   impair  the  growth  of  e-commerce,   and  could  diminish  our
opportunity to derive financial  benefit from our activities.  In 1998 and 2000,
the U.S. federal  government  enacted  legislation  prohibiting  states or other
local authorities from imposing access or  discriminatory  taxes on the Internet
through  November 1, 2003.  The  expiration  of this  moratorium  may permit new
access or  discriminatory  taxes on the Internet that could adversely affect our
business.  Legislation has also been introduced in the U.S. Congress to override
the  Supreme  Court's  Quill  decision,   which  limits  the  ability  of  state
governments to require  sellers  outside of their own state to collect and remit
sales  taxes  on  goods  purchased  by  in-state  residents.   Passage  of  such
legislation  and the imposition of such sales tax  requirements  would adversely
affect our sellers  and our  business.  A  successful  assertion  by one or more
states or any foreign country that we should collect sales or other taxes on the
exchange of merchandise or services on our system would harm our business.

Our auction  business  may be subject to  regulation  which could  require us to
modify our business practices.

     Numerous states and foreign jurisdictions,  including the State of Florida,
where our  headquarters are located,  have regulations  regarding how "auctions"
may be conducted and the liability of "auctioneers" in conducting such auctions.
Several states and some foreign jurisdictions have attempted, and may attempt in
the future,  to impose such regulations  upon us or our users,  which could harm
our  business.  Other  regulatory  and  licensure  claims could result in costly
litigation  or could  require us to change our manner of doing  business in ways
that increase our costs or reduce our revenues or force us to prohibit  listings
of certain items for some locations.  We could also be subject to fines or other
penalties. Any of these outcomes could harm our business.





                                       57
<PAGE>


RISKS RELATED TO ONLINE COMMERCE

We are dependent on the continued growth of online commerce

     The  business  of selling  goods over the  Internet,  particularly  through
personal trading,  is new and dynamic.  Our future net revenues and profits will
be  substantially  dependent upon the widespread  acceptance of the Internet and
online  services as a medium for commerce by consumers.  Rapid growth in the use
of and interest in the Internet and online services is a recent phenomenon. This
acceptance and use may not continue. Even if the Internet is accepted,  concerns
about fraud,  privacy and other problems may mean that a sufficiently broad base
of consumers will not adopt the Internet as a medium of commerce. In particular,
our websites require users to make publicly available personal  information that
some potential users may be unwilling to provide. These concerns may increase as
additional  publicity over privacy issues on eBay or over the Internet generally
increase.  Market acceptance for recently  introduced services and products over
the  Internet  is  highly  uncertain,  and  there are few  proven  services  and
products.  In order to expand  our user  base,  we must  appeal  to and  acquire
consumers who historically  have used traditional  means of commerce to purchase
goods. If these consumers prove to be less active than our earlier users, and we
are unable to gain  efficiencies in our operating  costs,  including our cost of
acquiring new  customers,  our business  could be adversely  impacted.  See "The
Company."

Our business is dependent on the  development  and  maintenance  of the Internet
Infrastructure

     The  success of our  service  will depend  largely on the  development  and
maintenance  of the Internet  infrastructure.  This  includes  maintenance  of a
reliable network backbone with the necessary speed,  data capacity and security,
as well as timely development of complementary  products, for providing reliable
Internet  access and services.  The Internet has  experienced,  and is likely to
continue to experience, significant growth in the numbers of users and amount of
traffic.  If the Internet  continues to experience  increased  numbers of users,
increased  frequency of use or increased  bandwidth  requirements,  the Internet
infrastructure  may be unable to support the demands  placed on it. In addition,
the  performance  of the Internet may be harmed by increased  number of users or
bandwidth  requirements  or by  "viruses",  "worms"  and similar  programs.  The
Internet  has  experienced  a variety of outages and other delays as a result of
damage to portions of its  infrastructure,  and it could face outages and delays
in the future. These outages and delays could reduce the level of Internet usage
as well as the level of traffic and the processing  transactions on our service.
See "Operations, Technology and Security."

Our business is subject to online commerce security risks.

     A significant  barrier to online commerce and  communications is the secure
transmission  of confidential  information  over public  networks.  Our security
measures  may not prevent  security  breaches.  Our failure to prevent  security
breaches could harm our business.  Currently,  a significant number of our users
authorize us to bill their  credit card  accounts  directly for all  transaction




                                       58
<PAGE>


fees charged by us. We rely on encryption and authentication technology licensed
from third  parties to provide the security  and  authentication  technology  to
effect secure  transmission  of  confidential  information,  including  customer
credit card numbers.  Advances in computer capabilities,  new discoveries in the
field of cryptography or other developments may result in a compromise or breach
of the technology used by us to protect customer  transaction  data. A number of
websites  have  reported  breaches  of their  security.  Any  compromise  of our
security could harm our reputation and, therefore,  our business. In addition, a
party who is able to  circumvent  our  security  measures  could  misappropriate
proprietary information or cause interruptions in our operations.  An individual
has claimed to have  misappropriated  some of our  confidential  information  by
breaking into our computer system. We may need to expend  significant  resources
to protect against security  breaches or to address problems caused by breaches.
These  issues are  likely to become  more  difficult  as we expand the number of
places  where we operate.  Security  breaches  could damage our  reputation  and
expose us to a risk of loss or litigation and possible liability.  Our insurance
policies  carry low coverage  limits,  which may not be adequate to reimburse us
for  losses  caused  by  security  breaches.  See  "Operations,  Technology  and
Security."

We may be unable to protect  or enforce  our own  intellectual  property  rights
adequately

     We  regard  the  protection  of  our  URLs,   copyrights,   service  marks,
trademarks,  trade dress and trade  secrets as critical to our success.  We will
rely on a combination of patent,  copyright,  trademark,  service mark and trade
secret laws and contractual  restrictions  to protect our proprietary  rights in
products and services.  We have entered into a limited number of confidentiality
and invention  assignment  agreements  with our employees and  contractors,  and
nondisclosure  agreements with parties with whom we conduct business in order to
limit access to and disclosure of our proprietary information. These contractual
arrangements  and the  other  steps  taken  by us to  protect  our  intellectual
property may not prevent misappropriation of our technology or deter independent
third-party development of similar technologies.  We may pursue the registration
of our URLs,  trademarks  and  service  marks in the U.S.  and  internationally.
Effective  copyright,  service  mark,  trademark,  trade dress and trade  secret
protection is very expensive to maintain and may require litigation.  Protection
may not be available in every  country in which our services are made  available
online.  Furthermore,  we must also protect our URLs in an increasing  number of
jurisdictions,  a process that is expensive  and may not be  successful in every
location. We expect to license in the future, certain of our proprietary rights,
such as trademarks or copyrighted  material,  to third parties.  These licensees
may take actions that might diminish the value of our proprietary rights or harm
our reputation.  We also rely on certain technologies that we license from third
parties,  the suppliers of key database  technologies,  the operating system and
specific  hardware  components  for our service.  These  third-party  technology
licenses  may not  continue to be  available  to us on  commercially  reasonable
terms.  The loss of these  technologies  could  require us to obtain  substitute
technologies  of lower quality or performance  standards or at greater cost. See
"The Company - Patents, Copyrights and Trademarks."





                                       59
<PAGE>


RISKS RELATED TO INTERNATIONAL OPERATIONS

International operations exposes us to various other risks.

     Currently,   approximately  one  percent  (1.0%)  of  Bidville's   business
activities  are generated  through  foreign  market  sources.  We may expand our
international  operations  further,  however,  which  would  require  additional
management attention and resources. We have limited experience in localizing our
service to conform to local languages, cultures, standards and policies. In most
countries, we will have to compete with local companies who understand the local
market  better  than  we  do.  We  may  not  be  successful  in  expanding  into
international markets or in generating revenues from foreign operations. Even if
we are  successful,  the costs of operating new sites are expected to exceed our
net revenues for at least 12 months in most countries. As we continue to expand,
we are  subject  to risks  of  doing  business  internationally,  including  the
following:

     o    regulatory   requirements,   including  requirements  related  to  the
          regulation  of  "auctions,"  that may limit or prevent the offering of
          our  services  in local  jurisdictions,  may  prevent  enforcement  of
          agreements  between  sellers  and  buyers,  and may  prohibit  certain
          categories of goods or may limit the transfer of  information  between
          our foreign subsidiaries and ourselves;
     o    legal uncertainty  regarding  liability for the listings of our users,
          including liability under non-US legal systems (which may well be less
          Internet-friendly  than in the US),  as well as the  applicability  of
          unique local laws and dangers resulting from a lack of clear precedent
          or applicable law;
     o    difficulties in staffing and managing foreign operations;
     o    longer payment cycles,  different accounting practices and problems in
          collecting accounts receivable;
     o    local taxation of transactions on our websites;
     o    higher telecommunications and Internet service provider costs;
     o    stronger local competitors;
     o    more stringent consumer and data protection laws;
     o    cultural non-acceptance of online trading;
     o    seasonal reductions in business activity; and
     o    potentially adverse tax consequences.

     Some of these  factors  may cause  our  international  costs to exceed  our
domestic costs of doing business.  To the extent we expand  internationally,  we
may  have  portions  of  our  international   revenues  denominated  in  foreign
currencies, we also could become subject to increased difficulties in collecting
accounts  receivable  and risks  relating  to  foreign  currency  exchange  rate
fluctuations.






                                       60
<PAGE>



Item 2 - Description of Property

     Bidville  maintains  an  executive  mailing  address  in office  facilities
provided by its majority  shareholders,  St. James  Investment  Group,  Inc. and
Royal Palm Capital Group, Inc., at 620 North Flagler Drive, Suite 509, West Palm
Beach, Florida. Bidville does not pay rent or any other fees for the use of this
mailing  address,  as  these  offices  are  used  virtually  full-time  by other
businesses of the Company's majority shareholders.

     Bidville currently leases  approximately  1,028 net rentable square feet in
an  office  building  in  Clearwater,   Florida  for  its  day-to-day  operating
activities.  This lease is for a twelve (12) month period, commencing on October
1, 2003,  with a monthly  rental rate of  approximately  $1,456 per month;  plus
appropriate sales and use taxes; and escalation increases for building operating
expenses,  inclusive of insurance premiums, utility charges, management fees and
other related costs, as defined in the lease.  Bidville has the option and right
to renew this lease for two additional periods of three (3) years each at a base
rental of 3.0%  above the  preceding  year's  base rent upon  expiration  of the
initial twelve (12) month term.

     On February  25, 2004,  we  completed  the move from our former web hosting
services provider,  Omega Micro Systems, Inc., located in Newark, New Jersey, to
a web  hosting  colocation  in  Tampa,  Florida.  The  new web  hosting  service
provider,  iLand  Internet  Solutions  Corporation,  in  addition  to being more
geographically  convenient to Bidville's  office,  also provides more  broadband
capability  and more  comprehensive  and  expansive  managed  services.  The new
hosting  location  maintains  the  highest  level  of  access  security  for the
equipment indicated above that is currently owned by the Company.


Item 3 - Legal Proceedings

     Bidville is not a party to any  pending or  threatened  litigation  at this
time nor is any of its  property  subject  to any  pending or  threatened  legal
proceedings,  nor are we aware of any facts which are reasonable  likely to give
rise to such proceedings.


Item 4 - Submission of Matters to a Vote of Security Holders

     The Company has not  conducted  any  meetings  of  shareholders  during the
preceding Fiscal year or periods subsequent thereto.







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<PAGE>


                                     PART II

Item 5 - Market for Company's Common Stock and Related Stockholder Matters

     (a) Market Information.

     The common stock of the Company is currently quoted on the Over the Counter
Bulletin Board under the symbol "BVLE" and has been since January 7, 2004. Prior
to that time,  the Company had traded under  symbol  "AREP,"  since  October 10,
2001.  The ask/high and bid/low  information  for each quarter since October 10,
2001 are as follows:

                Quarter                   Ask/High         Bid/Low
         ----------------------------------------------------------
         10/10/2001 - 11/30/2001            3.000            1.010
         12/1/2001 - 2/28/2002              1.010            0.150
         3/1/2002 - 5/31/2002               0.150            0.150
         6/1/2002 - 8/31/2002               0.150            0.100
         9/1/2002 - 11/30/2002              0.110            0.100
         12/1/2002 - 2/28/2003              0.110            0.050
         3/1/2003 - 5/31/2003               0.050            0.050
         6/1/2003 - 8/31/2003               0.050            0.050
         9/1/2003 - 11/30/2003(1)           0.800            0.050
         12/1/2003 - 12/31/2003(1)          6.250            0.750
         1/1/2004 - 3/31/2004(1)            7.500            1.250

(1)  After change in fiscal year from 2/28 to 12/31

Please note that  over-the-counter  market quotations have been provided herein.
The quotations reflect inter-dealer prices, without retail markup,  mark-down or
commission and may not represent actual transactions.

     As of April 19, 2004,  Bidville's  common stock has also been traded on the
Frankfurt  Stock  Exchange and on Xetra(R),  the  Deutsche  Borse AG  electronic
trading  system.  More  information  about  these  markets  can be  found on the
Deutsche Borse AG webpage at: www.deutsche-boerse.com.

     (b) Holders.

     As of March 31,  2004,  the Company had seventy five (75)  shareholders  of
record of 30,350,007 outstanding shares of our common stock, 24,837,390 of which
were restricted Rule 144 shares and 5,512,617 of which were free-trading. Of the
Rule 144 shares,  16,140  shares have been held by affiliates of the Company for
more than one (1) year.

     The  number  of record  holders  was  determined  from the  records  of our
Transfer  Agent and does not  include  beneficial  owners of common  stock whose
shares  are held in the  names  of  various  securities  brokers,  dealers,  and
registered clearing agencies.  The Transfer Agent of our common stock is Pacific
Stock Transfer  Company,  500 E Warm Springs Road, Suite 240, Las Vegas,  Nevada
89119.





                                       62
<PAGE>


     (c) Dividends.

     The Company has never paid or declared  any  dividends  on its common stock
and does not anticipate  paying cash dividends in the foreseeable  future. It is
the current policy to retain all earnings,  if any, to support future growth and
expansion.

     (d) Securities Authorized for Issuance under Equity Compensation Plans

     The  following  table sets forth  information  as of March 31,  2004,  with
respect to shares of the  Company's  common  stock that may be issued  under the
Company's  existing   individual   compensation   arrangements  and  agreements,
including the 3 2 1 Play,  Inc.  acquisition  agreement and agreements  with our
consultants, executives and employees.


<TABLE>
<CAPTION>
                                                                             Number of Securities
                                                          Weighted Average   Remaining Available
                                                          Exercise Price per  for Future Issuance
                                   Number of Securities      Share of           Under Equity
                                     to be Issued Upon      Outstanding      Compensation Plans
                                       Exercise of        Options, Warrants      (excluding
                                    Outstanding Options,   and Rights (2)    securities reflected
                                    Warrants and Rights                         in column (a))
Plan Category                               (a)                  (b)                 (c)
--------------------------------------------------------------------------------------------------
<S>                                      <C>                   <C>               <C>
Equity compensation plans approved             0                  0
by security holders
--------------------------------------------------------------------------------------------------
Equity compensation plans not          8,785,000 (1)          $0.83 (3)          160,864,993
approved by security holders
--------------------------------------------------------------------------------------------------
                       TOTAL           8,785,000              $0.83              160,864,993
</TABLE>


(1)  Includes the 3,000,000  shares  issuable to 3 2 1 Play,  Inc. in accordance
     with the acquisition  agreement dated March 24, 2004 and described  herein.
     This number also includes the 20,000 shares of Bidville  restricted  common
     stock to be issued to Capital Resource Alliance, LLC under the terms of our
     March 11, 2004 consulting agreement. See "Employees and Consultants".
(2)  This  calculation  does not include the 50,000  warrants to be issued under
     the  consulting  agreement  RMN  Consulting,   Inc.,  as  included  in  the
     calculation  of  column  (a).  Pursuant  to this  agreement  and  effective
     February 19, 2004 for a period of six months,  Bidville will compensate RMN
     for the last four  months of  services  rendered  through  the  issuance of




                                       63
<PAGE>


     50,000 warrants to purchase  50,000 shares of Bidville common stock.  These
     warrants are exercisable after  registration of the underlying common stock
     at a twenty-five percent (25%) discount from the market price of the common
     stock on the date of exercise.  This  calculation also does not include the
     20,000  shares of our  restricted  common  stock to be  issued  to  Capital
     Resource Alliance, LLC.
(3)  This  includes  the value of the  1,000,000  options  granted  to Gerald C.
     Parker in his employment  agreement dated January 12, 2004. Under the terms
     of the  agreement,  the exercise price for those options is $4.27 (equal to
     15% below the closing market price of $5.02 on January 12, 2004).

     The  material  features  of  each  individual  compensation  plan  used  to
calculate the number of  securities  to be issued upon  exercise of  outstanding
options,  warrants  and rights can be found under  "Employees  and  Consultants"
located elsewhere in this report.

     In addition,  the Board of Directors  agreed at the last Board meeting held
January 13, 2004,  that they would create a stock  incentive plan for certain of
its employees to be administered at the discretion of the Board of Directors. As
of the date of this filing, no formal plan had yet been adopted.

Common Stock

     The  Company's   Articles  of  Incorporation   authorize  the  issuance  of
200,000,000  shares of $0.001 par value  Common  Stock.  Each  record  holder of
Common Stock is entitled to one vote for each share held on all matters properly
submitted to the  stockholders  for their vote. The Articles of Incorporation do
not permit cumulative voting for the election of directors.

     Holders  of  outstanding  shares  of  Common  Stock  are  entitled  to such
dividends as may be declared  from time to time by the Board of Directors out of
legally  available  funds;  and,  in the event of  liquidation,  dissolution  or
winding up of the  affairs of the  Company,  holders  are  entitled  to receive,
ratably,  the  net  assets  of  the  Company  available  to  stockholders  after
distribution  is made to the  preferred  stockholders,  if  any,  who are  given
preferred rights upon liquidation. Holders of outstanding shares of Common Stock
have no  preemptive,  conversion  or  redemptive  rights.  All of the issued and
outstanding shares of Common Stock are, and all unissued shares when offered and
sold will be, duly authorized,  validly issued,  fully paid, and non-assessable.
To the extent that additional  shares of the Company's  Common Stock are issued,
the relative interests of then existing stockholders may be diluted.

Transfer Agent

     The transfer agent is Pacific Stock Transfer  Company,  500 E. Warm Springs
Road,  Suite 240,  Las Vegas,  Nevada  89119.  Their  telephone  number is (702)
361-3033.





                                       64
<PAGE>


Recent Sales of Unregistered Securities

     On December  10,  2003,  Bidville  acquired  20,000,000  shares of Bidville
common  stock  from  its  former   majority   shareholder,   Jorge  Elias,   for
consideration of $50,000 in the form of cash and/or a note payable.  This amount
was paid with a combination of available cash held by Bidville and approximately
$23,000  in  funds  contributed  by  an  outside  third-party  to  complete  the
transaction.  Concurrent  with the  acquisition  of these shares by the Company,
they were immediately  cancelled and returned to unissued status. The retirement
was accounted for as a reduction in the carrying value of issued and outstanding
common stock at its  respective  par value,  a reduction of  additional  paid-in
capital  to not less than  $-0- and a  reduction  of  retained  earnings,  where
appropriate,  in  accordance  with the  tenets of  Accounting  Principles  Board
Opinion No. 6.

     On December 10, 2003, the Company issued  20,000,000  shares of restricted,
unregistered  common stock to the  shareholders  of  NoBidding,  Inc. to acquire
100.0% of the issued and outstanding common stock of NoBidding, Inc. on December
10, 2003,  pursuant to a Agreement and Plan of Share Exchange dated December 10,
2003, thus effecting a recapitalization of NoBidding, Inc.

     Under the terms of a  consulting  agreement  entered into on March 11, 2004
between Bidville and Capital Resource Alliance,  LLC ("CRA"). The purpose of the
one year  agreement is for CRA to assist the Company in its  application to have
Bidville  common stock traded on the  Frankfort  [Germany]  Stock  Exchange.  As
compensation,  Bidville is obligated to issue CRA 20,000  shares of  restricted,
unregistered  Bidville  common  stock  in  addition  to  cash in the  amount  of
$200,000,  payable within 30 days of the date of the  agreement.  Receipt of the
common stock is contingent upon CRA's successful performance of its services.

     We are  also  obligated  to make  reasonable  best  efforts,  in  light  of
"prevailing  market  conditions,"  to  include  the  20,000  shares  in the next
registration statement we file with the U. S. Securities and Exchange Commission
("SEC") after the execution of this Agreement.  However,  under the terms of the
agreement,  if we should determine that, in our opinion,  the "prevailing market
conditions"  do not make the sale of these shares  feasible,  then the number of
shares to be registered in such registration statement shall be reduced.

     On December 3, 2003,  the Company  issued a Private  Placement  Memorandum,
exempt from  registration  under Section 4(2) of the  Securities Act of 1933, as
amended, and pursuant to Rule 506 of Regulation D of the Securities Act of 1933,
as amended,  to sell up to  $2,000,000  in common  stock at a price of $0.50 per
share with accompanying Warrants. Through December 22, 2003, the Company sold an
aggregate 4,410,000 shares of restricted,  unregistered common stock pursuant to
the private placement memorandum for gross proceeds of approximately $2,205,000.
Each share was  accompanied  by  Warrant to  purchase  1/2  additional  share of
restricted,  unregistered  common  stock at a price of $1.00  per  share.  These
warrants have no stated expiration date. This offering was scheduled to close on
January  31,  2004 and was  closed by the  Company  on  December  22,  2003.  In
connection with such offering, Bidville paid EU-IR.com, an Austrian corporation,
a fee of $143,325, pursuant to an Agreement dated December 12, 2003.





                                       65
<PAGE>


     The Company  also  contractually  committed  itself to file a  Registration
Statement with the U. S.  Securities  and Exchange  Commission to register these
shares for resale within 90 days of December 22, 2003.

     In conjunction with the December 2003 sale of an aggregate 4,410,000 shares
of  restricted,  unregistered  common  stock  pursuant  to a  Private  Placement
Memorandum,  the Company  issued an aggregate  4,410,00 1/2 Warrants to purchase
the Company's common stock at a price of $1.00 per share for each full Warrant.

     Each warrant has a mandatory call feature,  such that, when the closing bid
price of the Company's  common stock exceeds $1.50 per share for ten consecutive
trading days, the Company has a right to call these Warrants at a price of $1.00
per share, provided, however, that the Company may not exercise the call feature
unless a registration  statement  registering the common stock  purchasable upon
exercise of the Warrants  ("Warrant Stock") has been declared effective at least
20 trading days  earlier and is effective  from the date of delivery of the call
notice until 10 business days later. The Company is  contractually  obligated to
use all  commercially  reasonable  efforts to maintain  the  effectiveness  of a
registration  statement  registering  the  Warrant  Stock for one year after the
call.  If the Warrants are not tendered to the Company  within 10 business  days
following  the date the  Company  issues the call,  the  Warrants  expire on the
following calendar day. Otherwise, the Warrants have no stated expiration date.


                                Warrants         Warrants
                               Originally     outstanding at
                                issued       December 31, 2003   Exercise price
                               -------------------------------------------------
12/03 PPM 1/2 Warrants         2,205,000        2,205,000        $1.00 per share
                               ---------        ---------
Totals at December 31, 2003    2,205,000        2,205,000


Item 6. Management's Discussion and Analysis

Forward-looking Statements

     This Form 10-KSB includes  "forward-looking  statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10-KSB which address  activities,  events or developments which the Company
expects or  anticipates  will or may occur in the future,  including  statements
relating to matters such as future  capital  expenditures  (including the amount
and nature thereof),  business or management  strategy,  expansion and growth of





                                       66
<PAGE>


the Company's  business and  operations,  and other matters are  forward-looking
statements.  These statements are based on certain assumptions and analyses made
by the  Company in light of its  experience  and its  perception  of  historical
trends,  current  conditions and expected  future  developments as well as other
factors it believes are appropriate under the  circumstances.  However,  whether
actual results or developments will conform with the Company's  expectations and
predictions is subject to a number of risks and uncertainties,  general economic
market and business  conditions;  the business  opportunities  (or lack thereof)
that  may be  presented  to and  pursued  by the  Company;  changes  in  laws or
regulation;  and other  factors,  most of which are  beyond  the  control of the
Company.  Consequently,  all of the forward-looking statements made in this Form
10-KSB  are  qualified  by  these  cautionary  statements  and  there  can be no
assurance  that the actual  results or  developments  anticipated by the Company
will be realized  or, even if  substantially  realized,  that they will have the
expected consequence to or effects on the Company or its business or operations.
The  Company   assumes  no  obligations  to  update  any  such   forward-looking
statements.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operations

About Bidville:

     Bidville,  Inc.  was  founded  in  1999  under  the  name  NoBidding,  Inc.
("NoBidding")  in order to capitalize on the growing  Internet  commerce  field.
NoBidding offered a proprietary internet auction site with improved features and
functionality  compared  to  competitors  such as Ebay.  On August 26,  2003,  a
syndicate of investors purchased a controlling interest in NoBidding in exchange
for $225,000 cash and a note in the amount of $75,000,  subsequently  paid.  The
Company's founder-member has retained a substantial equity stake in NoBidding.

     On December 10, 2003,  NoBidding,  a New Jersey corporation formed on April
19,  1999,  and the  individual  holders  of the  outstanding  capital  stock of
NoBidding consummated a reverse acquisition pursuant to a certain Share Exchange
Agreement (the "Agreement") of such date. The Agreement provided for one hundred
percent  (100%) of the shares of  NoBidding  to be  acquired  by the  Company in
exchange for  20,000,000  shares of common stock of the Company and $50,000 cash
and for the establishment of a new Board of Directors of the Company  consisting
entirely of NoBidding  directors.  The  Agreement  also  mandated that the total
issued and outstanding  shares of the Company  immediately  after the closing of
the   transaction   be   25,360,007    shares.    The   Company's    subsidiary,
Lenders/Investors,  Inc. was spun off to the Company's shareholders prior to the
Agreement,  leaving NoBidding as the only wholly-owned  operating  subsidiary of
the Company after effecting the Agreement.






                                       67
<PAGE>


     The Company amended its Articles of  Incorporation  to change its name from
American  Recreational  Enterprises,  Inc. to  Bidville,  Inc.  ("Bidville")  on
December 10, 2003. The total issued and outstanding common stock after effecting
the Share Exchange Agreement was 25,360,007  shares.  Effective January 7, 2004,
the Company  changed its symbol on the OTCBB from "AREP" to "BVLE." In addition,
concurrent with the acquisition of NoBidding,  the Company's  management elected
to change the Company's fiscal year end from February 28 to December 31.

     Due to  Bidville's  change in fiscal  year,  the Form 10-KSB filed April 2,
2004  covered the  transition  period from March 1, 2003 to December  31,  2003.
Therefore,    the   following   discusses   Bidville's    operations   for   the
post-acquisition period (August 26, 2003 - December 31, 2003) as compared to its
operations  during  the  pre-acquisition  period  (January  1, 2003 - August 25,
2003).  For  further  explanation  and  additional  information,  please see the
Company's audited financial statements immediately following this discussion.

     In the  post-acquisition  period from August 25, 2003 through  December 31,
2003,  we generated  $15,604 in revenues.  As of December 31, 2003, we generated
cumulative  losses of  approximately  $10,296,897,  which includes  compensation
expenses  related  to  common  stock  issuances  at less  than  "fair  value" of
$10,051,800.  Due to our limited operating history,  among other factors,  there
can be no assurance that profitability or significant revenues on a quarterly or
annual basis will occur in the future. See "Risk Factors."

Executive Operating and Financial Summary

     Our  management  team  regularly  reviews  operating  metrics  such  as new
members,  number of items  sold,  listings,  site  traffic  and  total  value of
merchandise  sold on our site, as well as other  information  such as new seller
accounts. In addition,  we routinely monitor other sources of information,  such
as our proprietary  message boards. By examining and analyzing this data, we are
able to monitor our site,  anticipate  trends  within the site as well as larger
trends within the online auction  segment,  and trends which affect our business
segment.  Consequently,  we are able to make  changes as  necessary  in order to
improve our site and business and revenue models. We believe that  understanding
such  information  and how both  qualitative  and  quantitative  information may
change over time is important to investors, analysts and other parties analyzing
our market opportunities and business results.

     Our management also regularly  reviews key financial  information,  such as
net revenues, as well as monitors revenue supportive activities such as customer
support, product development,  marketing and site operations. We believe that an
understanding  of key  financial  information  and how it  changes  over time is
important  to  investors,  analysts  and other  parties  analyzing  our business
results and future market opportunities.

     We expect a growth in net revenues during 2004, which will result primarily
from  the  implementation  of  Final  Success  Fees on  February  1,  2004 and a
subsequent increase in the volume of transactions conducted on our site, both in
the number of transactions and the aggregate dollar value of such  transactions.




                                       68
<PAGE>


In order to further this growth and to help us achieve our long-term objectives,
we will  continue to make  investments  in our business and  infrastructure.  We
expect to continue  with our current plan to actively  market and  advertise our
auction  services  throughout  the 2004 fiscal year.  In  addition,  although we
recently  acquired 3 2 1 Play,  Inc. and its subsidiary,  Buy Sell  Connect.com,
Inc. to operate as subsidiaries of the Company,  we intend to continue  pursuing
other  suitable  acquisitions  for the  Company  in the  near  future.  Whenever
possible,  consideration  supporting such  acquisitions  shall be in the form of
Bidville common stock, so as to conserve cash. We believe these  investments are
necessary  to support  the growth of our  business.  We will also work to expand
product development, site operations and our corporate and site infrastructures.

     As  of  January  31,  2004,   approximately   1.0%  of  our  revenues  were
attributable  to  transactions  where a seller was  located  outside  the United
States. The majority of those international  transactions are made up of sellers
located in Canada (0.8% of total  revenues),  with the remainder  (0.2% of total
revenues)  attributable to sellers located in  approximately 30 other countries.
At present,  however,  all fees incurred by sellers are payable in U.S. dollars,
regardless of where any seller is physically situated.

     The  detailed   discussion  of  our  financial  condition  and  results  of
operations  contained  herein  is  intended  to  provide  information  to assist
investors,  analysts and other parties reading this report to understand the key
operating  metrics and  financial  information  summarized  above as well as the
changes in our results of operations from operating  period to operating  period
to year end, and the primary factors that accounted for those changes.

Results of  Operations  - For the Periods  Beginning  January 1, 2003 and Ending
August 25, 2003 (actual) and Beginning  August 26, 2003 and Ending  December 31,
2003 (actual).

Revenues

     The following sets forth, for the periods presented,  certain data from our
consolidated  statement of income and growth  performance  statistics  generated
from recorded operating results.  This information should be read in conjunction
with "Note B - Preparation of Financial  Statements" as well as our Consolidated
Financial  Statements and Notes thereto included elsewhere in this Annual Report
on Form 10-KSB.

January 1, 2003 - August 25, 2003 and August 26, 2003 - December 31, 2003.

Net Revenue Recognition

     Net revenues for the period between January 1, 2003 and August 25, 2003 and
for the period  between  August 26, 2003 and December 31,  2003,  both  resulted
primarily  from  membership  fees  collected  from  sellers to list items on the
Bidville website for sale in an auction and/or fixed price format.  During those
periods, Sellers paid membership fees in one of the following four ways, either:

     (a) a flat fee of $5.00 in order to be a verified member,  which allows six
     months of selling activity, subject to certain listing restrictions;




                                       69
<PAGE>


     (b) $5.00 per month to be a premier member, receiving $25.00 in credits per
     month, without being subject to any listing restrictions;

     (c)  $10.00 per month to be a premier  plus  member,  receiving  $100.00 in
     credits per month, and are not subject to any listing restrictions; and,

     (d) $15.00 per month as a premier gold member, receiving $200.00 in credits
     per month, without being subject to any listing restrictions.

     Bidville bills sellers for charges incurred in a particular month under one
of following two billing cycles:

     Cycle 1 - This  is the  billing  cycle  for  sellers  who  registered  with
     Bidville between the 1st and 14th of the month. Any charges incurred by the
     seller (i.e. the aggregate of monthly charges for  Enhancement  Fees and/or
     FSF) are invoiced  via e-mail to the seller  between the 1st and 4th of the
     subsequent billing period in the charges are incurred.  The seller's credit
     card is charged seven (7) days after the date of the e-mailed invoice.

     Cycle 2 - This  is the  billing  cycle  for  sellers  who  registered  with
     Bidville  between the 15th and 31st of the month.  Any charges  incurred by
     the seller (i.e.  aggregate of monthly charges for Enhancement  Fees and/or
     FSF) are invoiced via e-mail to the seller between the 15th and the 19th of
     the subsequent billing period the charges are incurred. The sellers' credit
     card is charged seven (7) days after the date of the e-mailed invoice.

     Credits  existing in a seller's  account at the end of a billing period are
used to  offset  any  Enhancement  fees the  seller  may have  incurred  in that
particular month. If the total amount of Enhancement fees a seller incurs in one
month is greater than the total amount of credits that seller has accumulated in
their  account  up to that  time,  then  the  seller  is  required  to  purchase
additional  credits using their credit card,  in order to cover the  difference.
Any unused  credits  remaining at the end of the month will "roll over" into the
next month and do not expire.  Sellers  may also  purchase  additional  credits,
beyond the monthly amount of credits they are granted under their membership, at
any time through our website, using a credit card to charge the dollar amount of
the amount of credit the seller wishes to purchase.

     Through  January 31,  2003,  we  recognize  revenue at the date  payment is
received  from a seller for  membership  fees and/or  extra  credits.  Under the
membership fee structure in place through January 31, 2004,  revenues recognized
in any given month consist  primarily of cash amounts  collected for  membership
fees in that month,  with enhancement fees making up only a small portion of the
actual cash  revenues  generated in that month.  This is because,  as previously
mentioned,  enhancement fees are first paid with any credits that may exist in a
seller's  account at the end of the billing  period.  The Company only  receives
payment from the seller for enhancement  fees in instances  where a seller,  for
example,  incurs a greater amount of enhancement fees in a single month than the
amount of credit that seller has  accumulated  in their account up to such date.
Consequently, only a small portion of the amount of enhancement fees charged per
month generates actual cash income for the Company.




                                       70
<PAGE>


     This is due at least in part to the  manner  in which we grant  credits  to
members.  Under the  membership  fee  structure in place until January 31, 2004,
much of the fees paid for  enhancements  are typically  charged  against credits
granted to members  as a part of their  membership  package.  Such  credits  are
included in the member's monthly  membership fee, at no additional charge to the
member (except for verified  members,  who do not receive any credits with their
membership).

     Revenue  recognition is expected to be much simpler now since we are in the
process of phasing out our former  membership  fee and credit  issuance  format,
which will terminate completely on April 30, 2004. Such format has been replaced
by our new Final  Success Fee structure  effective as of February 1, 2004.  Only
persons  posting items for sale in our auctions are subject to paying fees under
this  current  format.  Accordingly,  the only fees we charge are those  which a
Bidville  seller has incurred  either through the successful sale of an item (in
the form of Final  Success Fees) or for choosing to add any of our optional item
enhancement features available.

     For registered  sellers who were members before the  implementation  of our
Final  Success  Fee  structure  on  February  1,  2004,  the last month in which
membership fees will be collected from (and  respective  credits issued to) such
grandfathered sellers is April, 2004. After such date, sellers will only be able
to receive  credits  from the  Company  without  actually  paying for them under
specific promotional programs we may offer for short periods of time, which will
be geared  towards  increasing  the number of  registered  users.  As  mentioned
previously,  however,  credits  cannot be used against any Final  Success Fees a
seller may incur  either now or in the future.  Finally,  grandfathered  members
will not be required to pay Final Success Fees until August 1, 2004.

Net Revenues

     Compared  with the period from January 1 through  August 25, 2003,  average
monthly  membership and  enhancement fee revenues for the period August 26, 2003
through December 31, 2003 increased slightly in average dollar volume from month
to month.  Average  membership and enhancement  fee revenues  totaled $4,114 per
month for the period  between August 26, 2003 and December 31, 2003, as compared
to an average of $4,112 per month from January 1 through  August 25,  2003.  The
slight  increase in membership and enhancement fee revenues can be attributed to
our website and operational restructuring conducted near the end of the December
31, 2003 fiscal year end in preparation for the aggressive marketing/advertising
launch planned for January 2004.

     The slight pro rata  increase in net  revenues  from $30,023 for the period
January 1 through  August 25, 2003, to $15,604 for the period between August 26,
2003 and  December 31, 2003,  was also  primarily  the result of our website and
operational   restructuring,   as   well   as   anticipation   of  our   planned
marketing/advertising  launch.  In  particular,  such  increase  was  due to the
interest and attention  such changes and  preparations  created  throughout  our
current member community.




                                       71
<PAGE>


     Furthermore,  the average number of confirmed  registered members increased
from 58,299 to 67,397 in the period between January 1, 2003 and August 25, 2003,
an increase of 15.6%.  For the period  between  August 26, 2003 and December 31,
2003, the number of registered  members increased to 71,039 members, a 15.6% and
5.4% increase over the number of Bidville  members on January 1 and a August 25,
2003  respectively.  The  increase  in  registered  members  reflects a moderate
overall growth of 5.4%,  however,  it also reflects a growth in registered users
per day each month from 22 at August 26,  2003 to 27 per day for the month ended
December 31, 2003, a 22.7% increase.

     Presently,  it is  difficult  for us to  accurately  track and identify the
exact number of individual  active users on the Bidville  website on a live time
basis  during any given  period.  "Active  users" are those  Bidville  users who
placed a bid, or who bought or listed an item over the preceding  twelve months.
Our plan for the near future is to develop a system for  monitoring and tracking
those  users who are  active  versus  those who are  inactive,  as  defined by a
specific  set of  criteria  which  will  include  selling,  bidding  and  buying
activities.  We believe,  however,  that the overall increases noted in selling,
bidding and buying  activities  conducted by users in the last fiscal year ended
December  31,  2003 is  largely  the  result of our  promotional  efforts  and a
consequent increased awareness of Bidville in the online community.

     The  number of items  listed  on  Bidville.com  on  December  31,  2003 was
1,254,998,  a 12.0%  increase from the  1,111,700  items that were listed on our
website on August 25, 2003.

Operating Expenses

Selling Expenses

     Selling  expenses in the  pre-acquisition  period  from  January 1, 2003 to
August 25, 2003 were essentially non-existent. After August 25, 2003, such costs
included the costs of online  advertising.  The Company expended $2,885 on sales
expenses  from August 25, 2003  through  December 31 of that fiscal  year.  This
increase  was  primarily  the  result of  implementing  our  marketing  programs
directed towards Internet marketing and co-branding campaigns.

General and Administrative

     Between  January 1, 2003 and August 25,  2003,  general and  administrative
expenses amounted to an aggregate of $31,304, attributable to professional fees,
depreciation,  and other operating expenses. General and administrative expenses
increased greatly for the period from August 26, 2003 through December 31, 2003,
totaling  $10,270,455.  This is due to the fact that  included in our results of
operations is a non-cash expenditure charged only in the August 26, 2003 through
December  31,  2003  period.  During such  period,  we  experienced  a charge to
operations of  approximately  $10,051,800  for  compensation  expense related to
common stock issuances at less than "fair value". Included in the calculation of
this  charge was our  issuance  of  Bidville  common  stock,  for either cash or




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<PAGE>


services,  at  valuations  below the closing  quoted  market price of our common
stock (as  discounted,  as applicable) and either the cash received or the value
of the services provided to us by third parties.  See "Employment and Consulting
Agreements" for a description of the important  provisions of each agreement and
the Exhibits  attached hereto and incorporated  herein to read the text of these
agreements.

     In addition,  we also incurred  $52,285 in expenses between August 25, 2003
and December 31, 2003, due to an increase in our  administrative  staff from one
(1)  part-time  employee  as of  December  31,  2002,  to  three  (3)  full-time
employees.  This  increase  in  expenses  was  necessary  in order to obtain the
full-time  services of a full-time  professional  staff.  As of the date of this
filing, we employ seven (7) persons,  although we may hire additional  employees
if necessary.

     The fees paid to external  professional advisors increased from $4,084 from
January 1, 2003  through  August 25,  2003,  to  $134,790  from  August 26, 2003
through  December 31 2003. This increase in fees is attributable to the December
10, 2003 reverse acquisition transaction,  the August 25, 2003 transaction,  and
other  transactions  which, in the opinion of the Company's  senior  management,
will benefit the Company and lead to long-term growth.

     With our continued  investment in the infrastructure  needed to support our
business,  including a lease of operating  facilities and an increased  employee
headcount, we expect general and administrative expenses to increase in absolute
dollars and as a percentage of net revenues during 2004.

Stockholders' Equity

     Between  January 1, 2003 and  August 25,  2003,  Bidville  and  predecessor
entities,  taken on a consolidated and as-converted basis, had 25,360,007 shares
of common stock outstanding.

     On December  10,  2003,  Bidville  acquired  20,000,000  shares of Bidville
common stock from its then majority shareholder,  Jorge Elias, for consideration
of $50,000 in the form of cash and/or a note payable.  This amount was paid with
a combination  of available cash held by Bidville and  approximately  $23,000 in
funds  contributed  by an  outside  third-party  to  complete  the  transaction.
Concurrent  with the  acquisition  of these  shares  by the  Company,  they were
immediately  cancelled  and returned to unissued  status.  This  retirement  was
accounted  for as a reduction  in the carrying  value of issued and  outstanding
common stock at its  respective  par value,  a reduction of  additional  paid-in
capital  to not less than  $-0- and a  reduction  of  retained  earnings,  where
appropriate,  in  accordance  with the  tenets of  Accounting  Principles  Board
Opinion No. 6.

     On December 10, 2003, the Company issued  20,000,000  shares of restricted,
unregistered  common stock to the shareholders of NoBidding to acquire 100.0% of
the issued and outstanding  common stock of NoBidding,  pursuant to an Agreement
and  Plan  of  Share  Exchange  dated  December  10,  2003,   thus  effecting  a
recapitalization.




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<PAGE>


     On December 3, 2003,  the Company  issued a Private  Placement  Memorandum,
exempt from  registration  under Section 4(2) of the  Securities Act of 1933, as
amended, and pursuant to Rule 506 of Regulation D of the Securities Act of 1933,
as amended,  to sell up to  $2,000,000  in common  stock at a price of $0.50 per
share with accompanying Warrants. Through December 22, 2003, the Company sold an
aggregate 4,410,000 shares of restricted,  unregistered common stock pursuant to
the private placement memorandum for gross proceeds of approximately $2,205,000.
Each share was  accompanied  by  Warrant to  purchase  1/2  additional  share of
restricted,  unregistered  common  stock at a price of $1.00  per  share.  These
warrants have no stated expiration date. This offering was scheduled to close on
January  31,  2004 and was  closed by the  Company  on  December  22,  2003.  In
connection with such offering, Bidville paid EU-IR.com, an Austrian corporation,
a fee of $143,325, pursuant to an Agreement dated December 12, 2003.

     As  part  of  the  private   placement   transaction,   the  Company   also
contractually  committed itself to file a Registration  Statement with the U. S.
Securities and Exchange Commission to register these shares for resale within 90
days of December 22, 2003.

Liquidity and Capital Resources

     From  January 1, 2003  through  August 25,  2003,  the Company  generated a
positive cash flow of approximately $299, generated mainly through cash advanced
by the former  majority  shareholder of the Company.  Throughout this portion of
2003,  any such cash  flows  were  essentially  offset  by the need for  working
capital,  mainly to fund  purchases  of property  and  equipment  and to pay the
salary of the sole part-time employee.

     From August 26, 2003 through the end of the 2003 fiscal year, the amount of
cash on hand increased dramatically to $2,053,306. Of this increase in available
cash,  $2,205,000 came from monies paid in by investors for restricted  Bidville
common stock pursuant to the December 2003 Private Placement Memorandum,  and an
additional  $102,398 was contributed to the Company by its majority  shareholder
over the period between August 26, less $131,228 in expenses incurred in raising
such  capital.  We believe that such  expenses  were  necessary in order for the
Company to raise capital needed to initiate its plan of expansion.

Commitments and Contingencies

     The  contractual  obligations  discussed  below  represent our estimates of
future payments under fixed contractual obligations and commitments.  Changes in
our business needs, cancellation provisions,  changing interest rates, and other
factors may result in actual  payments  differing  from the estimates  furnished
below. We cannot provide certainty  regarding the timing and amounts of any such
payments.

     Operating lease amounts include minimum rental payments of $1,456 per month
under our non-cancelable  operating lease for our corporate headquarters located
in  Clearwater,  Florida.  This  lease is for a period  of twelve  (12)  months,
commencing  on October  1, 2003,  with a monthly  rental  rate of  approximately




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<PAGE>


$1,456 per month; plus appropriate sales and use taxes; and escalation increases
for  building  operating  expenses,  inclusive of  insurance  premiums,  utility
charges,  management  fees and other  related  costs,  as  defined in the lease.
Bidville has the option and right to renew this lease for two additional periods
of three (3) years each at a base rental of 3.0% above the preceding year's base
rent upon expiration of the initial twelve (12) month term.

     We  initially  had a  lease  obligation  with  Omega  Micro  Systems,  Inc.
("Omega"),  located  in Newark,  New  Jersey,  to host our  website at a cost of
$1,200 per month.  However,  this lease agreement ended on February 29, 2004. On
December 22, 2003, we entered into a new agreement with iLand Internet Solutions
Corporation ("iLand"), a website  hosting/colocation  facility located in Tampa,
Florida,  to host our  website  for $1,120 per month for a period of twelve (12)
months  beginning  January 20, 2004.  We also  entered  into a separate  managed
services  agreement with iLand at a cost of $1,561 per month  beginning  January
23,  2004,  also for a period  of  twelve  (12)  months.  Under the terms of the
managed  services  agreement,  iLand agrees to handle any issues which may arise
with our company-owned computer equipment that is located at iLand's web hosting
facility and utilized in connection with our lease arrangement.

     On February  25,  2004,  we  completed  the  relocation  of our web hosting
services provider from Omega in Newark, New Jersey, to iLand in Tampa,  Florida.
The new web hosting service provider,  in addition to being more  geographically
convenient to Bidville's  office,  also provides more  broadband  capability and
more  comprehensive  and expansive  managed  services.  The new hosting location
maintains the highest level of access security for the equipment indicated above
that is currently owned by the Company.

     On April 6,  2004,  we  entered  into a  three-year  lease  agreement  with
Thunderstone  Software LLC  ("Thunderstone"),  whereby  Bidville  will lease the
right to  install  and use  certain  of  Thunderstone's  sophisticated  software
programs.  These  software  programs  are an  integral  part  of  our  website's
technological  structure  and allows us to maximize  the use of a  comprehensive
full text search function on our website. We are required to pay Thunderstone an
initial  Lease  payment  of  $25,363,  and  beginning  with the  calendar  month
following execution of the Lease, Bidville shall pay Thunderstone an amount each
month  equal  to  $2,900.  Monthly  payments  are due on the  first  day of each
calendar  month.  The amount of the monthly  lease payment is subject to change,
however,  predicated upon noted increased levels of search activity conducted on
Bidville's website.

Consulting and Employment Agreements

     At our last fiscal  year end,  December  31,  2003,  we employed  three (3)
persons.  As of the date of this filing,  we currently employ seven (7) persons.
None of these  employees  are  represented  by a labor  union  for  purposes  of
collective  bargaining.  We consider  our  relations  with our  employees  to be
excellent. We plan to employ additional personnel as needed.

     Prior to August 25, 2003,  Bidville had not entered into any  consulting or
employment agreements.  Subsequent to the acquisition of NoBidding,  the Company
entered into executive  employment  agreements with its Chief Executive Officer,
Michael  Palandro,  and later its President  and  Chairman,  Gerald C. Parker in
January 2004.  Each  executive is compensated in a combination of annual salary,




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<PAGE>


stock options,  and bonuses based on meeting certain performance  criteria.  See
"Executive  Employment  Agreements" above for a more detailed discussion of each
of these agreements.

     In recognition of his efforts in assisting  Bidville in raising  $2,205,000
in private  equity  capital in December  2003,  the Board of Directors  voted to
award Mr. Parker a performance bonus in the amount of $50,000, which was paid to
him in January 2004, pursuant to the terms of his employment agreement.

     In addition,  we also currently have  employment  agreements with two other
Bidville employees:

     Mr. Alan Phiet Pham,  who will serve as Bidville's  Director of Information
     Technologies for a period of three (3) years, through August 31, 2006.

     Ms. Kimberly J. Cullen, who will serve as Bidville's  Director of Marketing
     for a period of three (3) years, through August 31, 2006.

Under the terms of their respective  agreements,  Mr. Pham and Ms. Cullen are to
be compensated for such services in the form of an annual base salary,  and both
are entitled to receive options to purchase up to 100,000 shares of common stock
in  Bidville,  at a price of $0.001 per share.  These  options vest in one-third
increments  (approximately  33,333 shares per year) on each  anniversary date of
this agreement, commencing on the 13th month of this agreement.

     Subsequent to the acquisition of 321 Play,  Inc., 321 executed an executive
employment agreement with Alina Mezhbovski on March 24, 2004, who is to serve as
321's Chief Executive  Officer for a period of three (3) years.  Ms.  Mezhbovski
shall receive as compensation:

     (a) an annual base salary of one hundred thousand dollars ($100,000);

     (b) Stock  Participation  - she may be eligible to participate in any stock
     option  incentive  plans  established  for key  employees  of  321,  at the
     discretion of the Board of  Directors;  (c) Bonuses - she shall be eligible
     for a bonus of $100,000 per annum,  for each  $5,000,000 in annual  revenue
     generated  by 321.  Total  compensation  shall  not  exceed  $300,000;  (d)
     Benefits - she shall also be entitled to  participate  in such  programs as
     vacation pay and other fringe benefit plans authorized from time to time by
     the Board of  Directors,  in its  discretion,  for  employees  of 321;  (e)
     Additional  incentive  compensation,  if any, shall be at the discretion of
     the Board of Directors of the Company.

     321 also executed on the same date a three-year  consulting  agreement with
Mezhcorp LLC. As compensation, Mezhcorp shall receive:

     (a) an annual base  compensation  of one  hundred  fifty  thousand  dollars
     ($150,000);





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<PAGE>


     (b) Bonuses - Mezhcorp shall be eligible for a bonus of $100,000 per annum,
     for  each  $5,000,000  in  annual  revenue  generated  by  321.  The  total
     compensation shall not, however, exceed $300,000; (b) Stock Participation -
     Mezhcorp may be eligible to participate in any stock option incentive plans
     established for  non-Consultants  of 321, at the discretion of the Board of
     Directors;  (c) Additional incentive compensation,  if any, shall be at the
     discretion of the Board of Directors.

     Prior to the  December  31,  2003 fiscal year end,  Bidville  entered  into
various consulting  agreements.  The first, entered into on August 24, 2003, was
between the Company and Dr. Edward Orlando,  Bidville's  former sole shareholder
and  founder.  Pursuant to this  agreement,  Dr.  Orlando is to provide  certain
management  consulting  services  to the  Company  and retain a position  on the
Company's Board of Directors for a one year period.

     On  October  1,  2003,  the  Company  entered  into a  one-year  consulting
agreement  with  Donald Lees (or  LeeWard  Enterprises),  whereby Mr. Lees is to
provide consulting services for programming,  engineering,  database management,
data transfer and other services.  The agreement requires compensation of $5,000
per month,  plus  reimbursement  for all reasonable  costs and expenses.  Either
party may cancel this  agreement by giving 60 days  written  notice to the other
party.

     In September  2003, No Bidding,  Inc.  entered into a consulting  agreement
with National Securities Corporation,  a Washington corporation ("National") for
advice and  assistance in connection  with the  negotiation  and  preparation of
acquisitions,  mergers and/or strategic alliances.  The term of the agreement is
for a period of seven (7) months. For such services, the Company is obligated to
pay  National  $20,000  per month.  The  Company  has paid all  $140,000.00  due
National in accordance with the terms of the agreement.

     In December 2003, Bidville entered into an agreement with both National and
Royal Palm Capital Group,  Inc.  ("Royal  Palm"),  wherein  National will render
consulting advice to the Company relating to financial,  investment  banking and
merger/acquisition  matters. The term of the agreement is for a period of twelve
(12) months.  For such  services to the  Company,  Royal Palm has agreed to give
National 3,966,700 shares of the Company's common stock owned by Royal Palm.

     Subsequent  to the December  31, 2003 fiscal year end, we executed  several
consulting agreements with various corporations. Although each agreement varies,
the following is a summary of the pertinent  provisions of each,  the details of
which can be found under "Employees and Consultants"  located  elsewhere in this
report:

          (1) Mirador Consulting,  Inc. - dated January 4, 2004
                - Term: one year from the date of the agreement.
                - Compensation:

                    (a) upon execution of the agreement,  the issuance of 50,000
                    shares of Bidville restricted common stock for a total price
                    of fifty dollars ($50.00);





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<PAGE>


                    (b) Bidville will pay Mirador $5,000 in cash per month,  the
                    first  payment  being due and payable at execution  and then
                    due on the first of the month for each successive  month for
                    the term of the agreement.

          (2) EU-IR.com - dated January 5, 2004.

               - Term: twelve months from the date of the agreement,  thereafter
               the  agreement  will be  automatically  renewed  month by  month,
               unless it is  cancelled  by either side giving one month  advance
               notice.
               - Compensation: $7,500 per month, payable in advance on the first
               of each month.

          (3)  CEOcast,Inc.  - dated January 29, 2004

               - Term: one year from the date of the agreement.
               - Compensation:

                    (a) upon signing the  agreement,  an initial cash payment of
                    $20,000, representing first and last month's compensation;
                    (b) $10,000 per month on the 29th of each month for the term
                    of the agreement.
                    (c) issuance of 32,000 shares of Bidville  restricted common
                    stock, with registration rights after any secondary offering
                    pursuant to a registration statement is completed.

          (4) RMN Consulting, LLC - effective February 19, 2004

               -  Term:  a  period  of six  (6)  months  from  the  date  of the
               agreement.
               - Compensation:

                    (a) $10,000  cash for the first two months the  agreement is
                    in effect.
                    (b)  for the  remaining  four  months,  issuance  of  50,000
                    warrants  to purchase  Bidville  common  stock,  exercisable
                    after  registration of the underlying  common stock at a 25%
                    discount  from the market  price of the common  stock on the
                    date of exercise.

          (5) Capital Resource Alliance,  LLC - dated March 17, 2004

               - Term: one year period
               - Compensation:

                    (a)  20,000  shares  of  restricted,  unregistered  Bidville
                    common stock  (contingent upon CRA's successful  performance
                    of its services) with limited registration rights, and
                    (b)cash in the amount of $200,000, payable within 30 days of
                    the date of the agreement.

          (6) Empire  Financial  Group,  Inc. - dated  March 31,  2004.

               - Term:  twelve  (12)  months  and may not be  terminated  by the
               Company
               - Compensation:

                    (a) engagement fee of $25,000, payable upon execution of the
                    agreement,
                    (b) $10,000 per month payable, in advance beginning April 1,
                    2004,  and each of the next eleven  (11) months  thereafter,
                    and





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<PAGE>


                    (c) warrants to purchase  200,000 shares of Bidville  common
                    stock,  at an  exercise  price of $3.00  per  warrant.  Such
                    warrants  expire  five (5)  years  after  issuance  and will
                    contain  provisions  for  registration  of the resale of the
                    underlying  shares  at  the  Company's   expense,   cashless
                    exercise and for adjustment in the number of such shares and
                    the exercise price to prevent dilution.

                    (d) In the event that a "Strategic  Transaction" (as defined
                    in the agreement) is consummated, other than a financing, we
                    are obligated to pay Empire a "Transaction  Fee," in cash at
                    closing, as follows:

                        Consideration Paid               Transaction Fee
                        in Transaction             (Percentage of Consideration)
                        --------------------------------------------------------
                        Up to $2 million                      5.0%
                        $2 million - $4 million               4.0%
                        $4 million - $6 million               3.0%
                        $6 million - $8 million               2.0%
                        Over $8 million                       1.0%

                    (e) If Bidville  enters into a "financing"  transaction,  we
                    must pay Empire a cash fee at the  closing of the  financing
                    in an amount to be agreed upon prior to such closing. In the
                    event that the parties  cannot  agree on such a fee, the fee
                    shall be ten  percent  (10%) of the gross  proceeds  of such
                    financing.

               As of the date of this  filing,  none of the  warrants  described
          herein had been  issued to Empire,  and we have not  entered  into any
          "strategic transaction" or "financing" subject to this agreement.

          (7) Blackmor  Group,  Inc. - Advisory  Agreement dated April 1, 2004

          - Term: initial term of one year, which will be automatically extended
          on an annual basis for a additional one year terms unless  Blackmor or
          Bidville serves written notice on the other party at least thirty (30)
          days prior to the end of the applicable term.
          - Compensation:

               (a) 75,000 shares of Bidville restricted common stock, and
               (b)  100,000  warrants to purchase  Bidville  common  stock at an
               exercise price of $2 for two years.


Item 7 - Index to Financial Statements

          The required financial statements begin on page F-1 of this document.







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<PAGE>



Item 8 -  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosures

None.


Item 8A - Controls and Procedures

     The Company's  Chief  Executive  Officer and Chief  Financial  Officer have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  Annual  Report  on Form  10-KSB,  that  the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:

          (i) this Annual Report on Form 10-KSB contains any untrue statement of
     a material  fact or omits to state a material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made, not misleading with respect to the period covered by this Annual
     Report on Form 10-KSB, and
          (ii)  the  financial  statements,   and  other  financial  information
     included  in this  Annual  Report on Form  10-KSB,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the Company as of, and for,  the periods  presented in this Annual
     Report on Form 10-KSB.

     There have been no significant  changes in the Company's  internal controls
or in other  factors since the date of the Chief  Executive  Officer's and Chief
Financial Officer's  evaluation that could  significantly  affect these internal
controls,   including  any  corrective   actions  with  regards  to  significant
deficiencies and material weaknesses.



                                    PART III

Item 9  -  Directors,   Executive  Officers,   Promoters  and  Control  Persons;
           Compliance with Section 16(a) of the Exchange Act

MANAGEMENT

Directors and Executive Officers

     The  directors  and  executive  officers  of the  Company,  their  ages and
positions held as of the date of this Annual Report are set forth below:

  Name                   Age  Position(s) with Company
  ---------------------------------------------------
  Gerald C. Parker       61      President and Chairman
  Michael Palandro       56      Chief Executive Officer and Director
  Robert W. Pearce       53      Corporate Secretary, Treasurer, and Director
  John Dewey             54      Director
  Edward Orlando         33      Director





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<PAGE>


(1)  All directors hold office until the next annual meeting of our shareholders
     and until their successors have been elected and qualify. Officers serve at
     the pleasure of the Board of  Directors.  The officers and  directors  will
     devote such time and effort to the  business and affairs of Bidville as may
     be necessary to perform their  responsibilities  as our executive  officers
     and/or directors.

Family Relationships

     There are no family  relationships  between or among the executive officers
and directors of Bidville.

Business Experience

     Gerald C. Parker,  age 61, President and Chairman of our Board of Directors
Mr. Parker served as Chairman & CEO of St. James Capital Group from January 1997
until  January  2000.  During  this time Mr.  Parker was one of the  Founders of
Inktomi Corp., a publicly traded high technology company which develops scalable
network  applications and traffic servers.  At its peak, Inktomi had a valuation
in access of $20 billion  dollars.  He then  served as  Chairman  of  Investment
Management America, a merchant bank specializing in investment capital,  mergers
and  acquisitions  from  January  2000 until  November of 2001.  In that year he
formed  and  served  as CEO of  Airways  Express,  an FAA Part  135 Air  Charter
Company,  which served the SE United States and Bahamas markets.  He remained in
this capacity  from November 2001 until June 2002. In June,  2002 he assumed the
position of Vice  President  with the  International  Monetary Group in Jupiter,
Florida.  In affiliation  with its sister company,  American  Capital Corp., Mr.
Parker  handled all M & A work for investing  that capital.  He remained in that
capacity  until June 2003 when he formed St.  James  Investment  Group,  Inc., a
private  merchant  banking  group and Royal Palm Capital  Group,  Inc. a private
investment  company.  He serves as Chairman of both St. James and Royal Palm and
as CEO of St.  James.  Mr.  Parker  attended  the Anderson  Business  College in
Decatur, Alabama in the early 1960's as well as numerous business and management
courses.

     Michael  Palandro,  age 56, is our Chief Executive  Officer and a member of
the Board of  Directors.  Mr.  Palandro  is  responsible  for  establishing  and
maintaining   operational  and  financial   structure,   while   developing  and
implementing  business  strategies  and setting the  standards for providing the
highest  level of guidance and Company  representation.  Prior to BidVille,  Mr.
Palandro was President and CEO for Mallet,  LeVarek and Pierre  starting in July
1983, conducting project development mainly in Europe and Asia, until July 1999.
He worked  as a Senior  Consultant  performing  corporate  restructures  for RHI
Management Resources, a division of Robert Half International through June 2002.
Mr. Palandro  became Chief Operating  Officer for Carnaby.com an on-line auction
and fixed price  marketplace,  resigning  in December  2002.  After  working for





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<PAGE>


Carnaby,  Mr.  Palandro was involved in the  restructuring  and  development for
Bidville.com,  accepting  full-time  employment at Bidville in August 2003.  Mr.
Palandro holds undergraduate  degrees in Accounting and Literature from New York
Institute of Technology in 1971, a graduate MBA degree in 1973 in  International
Finance from New York  University  and was a Certified  Public  Accountant  from
1975, currently inactive.

     Robert W. Pearce, age 53, is our Secretary,  Treasurer, and a member of the
Board of Directors.  Robert W. Pearce has spent his career in various  executive
and sales management  positions  within the high-tech and financial  industries.
For the past 25 years,  Mr.  Pearce  has  successfully  led  several  high-level
projects,  including  acquisitions,   corporate  strategy  development,  product
launches,  network  deployments  and the full  spectrum  of sales and  marketing
strategy development. Currently, Mr. Pearce serves as the president of St. James
Investment  Group,  Inc, a full service merchant banking firm. He also holds the
position of chief  executive  officer for investment  company Royal Palm Capital
Group,  Inc.  Both firms were  launched in March 2003.  From April 2002 to March
2003, he was the vice  president of sales for  Cirilium,  Inc., a pioneer in the
emerging Voice over Internet  Protocol  industry.  In this position,  Mr. Pearce
established corporate strategies, developed a new sales organization and created
new distribution channels. Prior to his work with Cirilium, Mr. Pearce performed
consulting services for an independent telephone company,  Arrow Communications.
From April 2002 to September 2002, Arrow enlisted Mr. Pearce's help with rolling
out a  technologically  advanced  group of  wireless  broadband  products.  From
January 1999 to September 2002, Mr. Pearce was president of Spectracom,  Inc., a
telecommunications  consulting company.  During his tenure with Spectracom,  Mr.
Pearce  led a  network  deployment  of  high-speed  voice  and data  termination
circuits. This network spanned the Far East and Latin America. From January 1996
until  January of 1999,  Mr.  Pearce  served as the vice  president of sales for
Teleflex,  Inc., a telecommunications  billing company.  While at Teleflex,  Mr.
Pearce helped  establish the company as a primary vendor for Siemens ICN. Before
assuming  roles with  telecommunications  companies,  Mr. Pearce held  positions
within the financial industry. In 1987, he launched a broker/dealer firm through
Bear  Stearns.  The firm became a key player in the  consolidation  of the cable
television industry and was acquired in 1988. In 1980, Mr. Pearce began work for
Prudential  Securities  as a  stockbroker.  Mr.  Pearce  completed  his  college
education at Florida State University in 1975.

     John Dewey,  age 54, is a member of the Board of  Directors.  Mr. Dewey has
over 25 years of corporate technology  experience.  He has spent the majority of
his career defining information technology strategy and enterprise  architecture
for large international corporations.  Currently, Mr. Dewey is building a global
architecture  practice  for  NCR  Teradata.   When  completed,   the  enterprise
architecture will serve 1000 clients worldwide.  In addition, Mr. Dewey develops
business strategy, sales approaches and processes, and manages team staffing. He
has been  consulting for NCR Teradata from September 2003 to the present.  Since
January 2003, Mr. Dewey has also participated in various  investment  banking pr
ojects.  During this time,  he formed  Dewey  Cubed,  Inc.,  an  investment  and
management company specializing in retail business acquisitions. From April 1996
to May 2003, Mr. Dewey was chief architect for Tanning Technology Corporation, a




                                       82
<PAGE>


consulting company specializing in very large transaction processing systems and
database  systems.  During his tenure with Tanning,  Mr. Dewey defined  business
strategy,  IT strategy and information systems  architecture.  In this role, Mr.
Dewey managed sales,  architecture  and design efforts for multiple  engagements
with large international customers,  including eBay, eTrade and Qwest. For eBay,
Mr.  Dewey led his team to develop  the system  architecture  for a  world-class
global auction  system.  Mr. Dewey's team also developed and deployed the system
architecture for eTrade's global customer support system. In addition, Mr. Dewey
and his team developed a comprehensive  customer  support and call center system
for Qwest. Prior to Tanning, Mr. Dewey worked for 12 years as a senior principal
engineer at Harris Corporation.  From April 1985 to April 1996, he led sales and
development efforts for large commercial and government programs. Before joining
Harris  Corporation,  Mr.  Dewey  was  a  senior  consultant  for  Control  Data
Corporation.  From December 1977 to April 1985, Mr. Dewey developed business and
technology  strategies  for The Service  Bureau  Company,  a division of Control
Data. Prior to holding  technical  positions in the corporate  environment,  Mr.
Dewey began his career in the  military.  From June 1971 to December  1977,  Mr.
Dewey was a captain  and  electronic  warfare  officer in the United  States Air
Force.  Along with his  extensive  technical  experience,  Mr.  Dewey also has a
Bachelor of Science  degree in  electrical  engineering  from the  University of
Virginia.  In addition,  he has completed graduate studies in systems management
at the University of Southern  California and in business  administration at the
University of Utah.

     Dr.  Edward  Orlando,  age 33, is a member of the Board of  Directors.  Dr.
Edward  Orlando is  currently  and has been an emergency  room ("ER")  physician
since October 2003. Prior to that time, between January 2002 and September 2003,
he was an ER  resident at St.  Johns  Hospital  in  Detroit,  Michigan.  Between
October 2000 and December 2001, he worked on the Bidville  project,  through the
Company's new subsidiary, No Bidding, Inc. Between July 1999 and September 2000,
Dr. Orlando served as an ER resident at St. Lukes Hospital in Bethlehem,  PA. He
was a founder of the  Bidville  project  and worked on it  continuously  between
January 1999 and July 1999.

Indemnification of Officers and Directors.

     The Company's By-Laws provide for the  indemnification  of its,  directors,
officers, employees, and agents, under certain circumstances, against attorney's
fees and other expenses  incurred by them in any litigation to which they become
a party  arising  from their  association  with or  activities  on behalf of the
Company.  The Company will also bear the expenses of such  litigation for any of
its directors,  officers,  employees,  or agents,  upon such persons  promise to
repay the Company  therefor if it is ultimately  determined that any such person
shall not have been entitled to  indemnification.  This  indemnification  policy
could result in substantial  expenditures by the Company, which it may be unable
to recoup.






                                       83
<PAGE>


Conflicts of Interest

     None of the  officers  or  directors  of  Bidville  will devote more than a
portion of his time to the affairs of the Company.  There will be occasions when
the time requirements of the Company's business conflict with the demands of the
officers'  and  directors'  other  business  and  investment  activities.   Such
conflicts may require that the Company attempt to employ  additional  personnel.
There is no  assurance  that the  services of such  persons will be available or
that they can be obtained upon terms favorable to the Company.

     It is not currently anticipated that any salary, consulting fee, or finders
fee shall be paid to any of the Company's directors or executive officers, or to
any  other  affiliate  of  the  Company  except  as  described  under  Executive
Compensation below, as discussed in the Employees and Consultants section herein
or  as  defined  in  Employment   Contracts   attached  hereto  as  exhibits  or
incorporated by reference herein.

     On December 10, 2003, the Company,  NoBidding, Inc., and the holders of all
of the outstanding common stock of NoBidding,  Inc. ("Holders")  consummated the
Reorganization  pursuant  to  the  Agreement  of  such  date.  Pursuant  to  the
Agreement,  NoBidding,  Inc., and the Holders tendered to the Company all of the
issued and outstanding shares of common stock of NoBidding, Inc. in exchange for
20,000,000 shares of common stock of the Company.

     The Board appointed Gerald C. Parker,  Michael Palandro,  Robert W. Pearce,
C. John Dewey and Edward Orlando to serve as members of the Board until the next
meeting of the shareholders in which directors are elected. Subsequently,  Jorge
Elias tendered his resignation in accordance with the terms of the Agreement and
Gerald C. Parker was elected Chairman of the Board.

     Immediately  following  execution of the Agreement,  Gerald C. Parker owned
54.75% of St. James Investment  Group, Inc. and 51% of Royal Palm Capital Group,
Inc. Gerald C. Parker may be deemed a control person of either St. James,  Royal
Palm or both.  In the  event he is  deemed a  control  person in either of these
entities,  he may be deemed to  beneficially  own or  control  the shares of the
Company owned by that entity.

     As a result,  St. James,  Royal Palm, and/or Gerald C. Parker may be deemed
to  control  or  even  own a  large  percentage  of  the  Company's  issued  and
outstanding  stock. In doing so, he may control decisions of the shareholders to
elect directors,  retain existing directors or make other important  stockholder
decisions.  His  opinions  as a  shareholder  may  influence  his  decisions  as
corporate  officer and director,  for which he owes the stockholders a fiduciary
duty. In such a case, a conflict of interest may be deemed to exist.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     No Director,  Officer,  Beneficial  Owner of more than ten percent (10%) of
any class of equity  securities of the Company  failed to file on a timely basis
reports  required by Section  16(a) of the  Exchange  Act during the most recent
fiscal year or prior fiscal years.


                                       84
<PAGE>


Item 10 - Executive Compensation

EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>
Name and               Year     Annual         Annual      Annual       LT       LT       LTIP     All
Post                            Comp           Comp        Comp         Comp     Comp     Payouts  Other
                                Salary         Bonus       Other        Rest     Options            (1)
                                   (1)         ($)                      Stock
----------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>          <C>

Gerald C. Parker,     2001      $0
Chairman
                      2002      $0

                      2003      $0           $50,000 (2)

                       2004     $37,500 (3)

Michael Palandro,     2001      $0
President, CEO
and Director          2002      $0

                      2003      $40,000

                       2004     $30,000 (3)

Robert W. Pearce,     2001      $0
Secretary,
Treasurer and         2002      $0
Director
                      2003      $0

Edward Orlando,       2001      $16,308
Director
                      2002      $3,538

                      2003      $0

C. John Dewey,        2001      $0
Director
                      2002      $0

                      2003      $0
</TABLE>
-------------------




                                       85
<PAGE>


(1)  All other compensation  includes certain health and life insurance benefits
     paid by the Company on behalf of its employees.
(2)  Mr. Parker was paid a performance  bonus in January 2004, which was accrued
     in December 2003.
(3)  These  amounts  represent  compensation  paid from  January 1, 2004 through
     March 31, 2004.

Stock Option Plans

     The Board of Directors  agreed at the last Board meeting,  held January 13,
2004, that they would create a stock incentive plan for certain of its employees
to be administered  at the discretion of the Board of Directors.  As of the date
of this filing, no formal plan has been adopted.

Item 11 - Security Ownership of Certain Beneficial Owners and Management

     The  following  table sets  forth  information  as of  December  31,  2003,
regarding the ownership of Bidville's  Common Stock by each shareholder known by
the Company to be the  beneficial  owner of more than five  percent  (5%) of its
outstanding shares of Common Stock, each director and all executive officers and
directors as a group.  Except as otherwise  indicated,  each of the shareholders
has sole  voting and  investment  power with  respect to the  share(s) of Common
Stock beneficially owned.


Name and Address of             Title of     Amount and Nature of     Percent of
Beneficial Owner                 Class        Beneficial Owner          Class
--------------------------------------------------------------------------------

Gerald C. Parker                 Common                 0(2)               0%(2)

Michael Palandro                 Common                 0                  0%

Robert W. Pearce                 Common                 0                  0%

Edward Orlando                   Common         3,000,000               11.8%

C. John Dewey                    Common                 0                  0%
------------------------------

All Executive Officers and       Common         3,000,000               11.8%
Directors as a Group
(Five (5) persons)

Royal Palm Capital Group, Inc.   Common        9,350,000(2)             30.8%(2)

St. James Investment Group, Inc. Common        1,410,000(2)              4.6%(2)
----------------------------------------------------

(1)  The  address for each of the above is c/o  Bidville,  Inc.,  601  Cleveland
     Street, Suite 120, Clearwater, Florida 33755.




                                       86
<PAGE>


(2)  Gerald C. Parker owns 54.75% of St. James Investment Group, Inc. and 51% of
     Royal Palm  Capital  Group,  Inc.  He may be deemed a  "control  person" of
     either St.  James,  Royal Palm or both. In the event Mr. Parker is deemed a
     control  person  in  either  of  these  entities,   he  may  be  deemed  to
     beneficially own or control the shares of the Company owned by that entity.

Executive Employment Agreements

     We presently have  employment  agreements  with our President and Chairman,
Gerald C. Parker, and our Chief Executive Officer,  Michael Palandro.  Under the
terms of their  respective  employment  agreements,  each  will  receive  annual
salaries in the  following  amounts:  Mr.  Parker - $150,000 and Mr.  Palandro -
$120,000,  for a period  of  three  years  from  the  date of  their  respective
agreements.  Compensation  for their  services  also  include  stock  options to
purchase up to 1,000,000 and 2,010,000 shares of our common stock, respectively,
at a price of $4.27 and $0.001 per share,  respectively.  These  options vest in
one-third  increments on each anniversary  date of the agreement,  commencing on
the 13th month of the employment agreement.

     In  addition,   if  Bidville   achieves   certain   revenue  levels  within
approximately the first year of each agreement,  we are obligated to pay bonuses
to these officers. These bonuses range from $5,000 to $50,000,  depending on the
type of performance indicators,  including membership enrollment,  revenues, net
income levels, financing and overall performance of the Company. Furthermore, if
Mr.  Parker  is  terminated   without  cause,  the  Company  must  pay  him  his
then-applicable  base  compensation  for a period of twelve (12) months from the
date of such  termination,  if such  termination  occurs  after the first twelve
months  of the  employment  agreement.  Upon  such an  event,  we would  then be
required to pay this amount in  installments,  in accordance  with the Company's
regular payroll practices. See "Employees and Consultants."

     The  Company  has no  standard  arrangement  with  regard to its  directors
receiving  compensation  for services on the Board of Directors or any committee
thereof, but directors may be reimbursed for certain expenses in connection with
attendance at board and committee  meetings and other services performed for the
Company.


Item 12 - Certain Relationships and Related Transactions

     Bidville and Dr. Edward Orlando,  the Company's former sole shareholder and
founder,  entered  into a Consulting  Agreement on August 24, 2003,  whereby Dr.
Orlando will provide certain management  consulting  services to the Company and
retain a position on the Company's Board of Directors for a one year period.

     As  compensation  under this  Consulting  Agreement,  Dr. Orlando  received
certain  property  of the  Company,  including  computer  and  other  electronic
equipment,  as well as the  forgiveness of certain funds advanced by the Company
to Dr.  Orlando  for  either  personal  use or the  expenses  related to certain
patent(s) in process at the August 25, 2003 change in control.  Dr. Orlando will




                                       87
<PAGE>


also be  reimbursed  for all  reasonable  out-of-pocket  expenses  incurred as a
Director  of  the  Company,   so  long  as  said  expenses  have  prior  written
authorization of the Company's management.

     The Company entered into an Executive  Employment Agreement with Mr. Gerald
C.  Parker,  on January  12,  2004,  under  which Mr.  Parker is to serve as the
Company's  President  and Chairman of the Board for a period of three (3) years,
through  December 31, 2006.  Under his  agreement,  Mr. Parker is entitled to an
annual base salary of $150,000. In addition, Mr. Parker shall receive options to
purchase up to 1,000,000 shares of Bidville common stock at 15% below the market
price  on the  date of the  agreement.  On  January  12,  2004,  the date of the
agreement, the price at close was $5.02. Accordingly,  the exercise price of the
1,000,000 options is $4.27, or 15% below $5.02.

     As part of the  agreement,  Mr. Parker is also eligible to receive  bonuses
based on Bidville's  performance  between December 1, 2003 and November 30, 2004
in certain areas:

     Membership  enrollment:  If enrollments  reach 210,000  members,  a $15,000
     bonus will be paid. If enrollments  exceed  270,000,  an additional  $5,000
     bonus will be paid.

     Revenues:  If revenues reach  $2,200,000,  a $15,000 bonus will be paid. If
     revenues exceed $2,800,000, an additional $5,000 bonus will be paid.

     Net Income: If net income reaches  $264,000,  a $15,000 bonus will be paid.
     If net income exceeds $336,000, an additional $5,000 bonus will be paid.

     Performance: An overall performance bonus of $15,000 to $20,000 may be paid
     at the discretion of the Company's Board of Directors.

     Financing:  If during the 2004 fiscal year Bidville achieves private equity
     financing  in an amount of  $2,000,000,  a $50,000  bonus will be paid.  If
     total  equity  financing  during the fiscal  year  exceeds  $9,000,000,  an
     additional $100,000 bonus will be paid.

     In recognition of his efforts in assisting  Bidville in raising  $2,205,000
in private  equity  capital in December  2003,  the Board of Directors  voted to
award Mr. Parker a performance bonus in the amount of $50,000, which was paid to
him in January 2004.

Item 13 - Exhibits and Reports on Form 8-K

Exhibit No.     Description
-----------------------------------------------

1        [1]   Corporate Charter

2.1      [2]   Merger Agreement between the Company and Capstra Capital Corp.

2.2      [3]   Share Exchange  Agreement between American  Ammunition,  Inc. and
               F&F Equipment, Inc. as finalized on August 31, 2001.




                                       88
<PAGE>


2.3      [6]   Share   Exchange   Agreement   between   American    Recreational
               Enterprises,  Inc. and  NoBidding,  Inc. dated December 10, 2003.
               (previously filed as Exhibit 2.2).

2.4      [7]   Aquisition  Agreement  between  Bidville,  Inc.,  and 3 2 1 Play,
               Inc., dated March 24, 2004.

3(i).1   [1]   Articles of Incorporation of Greatestescapes.com.

3(i).2   [3]   Certificate  of  Amendment  to  Articles  of   Incorporation   of
               Greatestescapes.com, Inc. filed July 23, 2001.

3(i).3   [5]   Articles of Incorporation of Lenders / Investors, Inc.

3(i).4   [6]   Certificate  of Amendment of Articles of  Incorporation  changing
               name to Bidville, Inc. filed December 10, 2003. (previously filed
               as Exhibit 3(i).3).

3(ii).1  [1]   Bylaws of Greatestescapes.com.

3(ii).2  [5]   Bylaws of Lenders/Investors, Inc.

10.1     [1]   Intellectual  Property  Assignment  between  the Company and Kick
               Start Publishing.

10.2     [1]   Public  Relations  Agreement  between the  Company  and  Kathleen
               Carney & Associates.

10.3     [1]   Distribution    Agreement   between   the   Company   and   WORDS
               Distributing.

10.4     [1]   Supplier  Agreement  between the  Company  and Organic  Buckwheat
               Pillow Products of Canada & USA.

10.5     [1]   Supplier Agreement between the Company and Microsoie, Inc.

10.6     [1]   Supplier Agreement between the Company and Ulysses Press.

10.7     [1]   Supplier Agreement between the Company and SunDreamer.

10.8     [1]   Supplier  Agreement  between the  Company and Attart  Industries,
               Inc.

10.9     [4]   Agreement to Void, Cancel and Terminate Stock Exchange Agreement.

10.10    [6]   Executive  Employment  Agreement  between NoBidding Inc. and Alan
               Phiet Pham dated  August 28,  2003  (previously  filed as Exhibit
               10.1 on Form 8K).

10.11    [6]   Executive  Employment  Agreement  between  NoBidding Inc. and Kim
               Cullen dated August 28, 2003 (previously filed as Exhibit 10.2 on
               Form 8K).




                                       89
<PAGE>


10.12    [6]   Executive Employment Agreement between NoBidding Inc. and Michael
               Palandro dated August 28, 2003 (previously  filed as Exhibit 10.3
               on Form 8K).

10.13    [7]   Executive  Employment  Agreement between Bidville Inc. and Gerald
               Parker dated January 12, 2004.

10.14    [7]   Consulting   Agreement   between   Bidville,   Inc.  and  Mirador
               Consulting, Inc. dated January 4, 2004.

10.15    [7]   Consulting  Agreement between Bidville,  Inc. and RMN Consulting,
               LLC dated February 19, 2004.

10.16    [7]   Consulting  Agreement  between Bidville,  Inc. and CEOcast,  Inc.
               dated January 29, 2004.

10.17    [7]   Consulting  Agreement between  Bidville,  Inc. and CRA Consulting
               dated March 17, 2004.

10.18     *    Consulting   Agreement  between   Bidville,   Inc.  and  National
               Securities Corporation dated September 1, 2003.

10.19     *    Financial  Advisory and Consulting  Agreement  between  Bidville,
               Inc. and National Securities Corporation dated December 12, 2003.

10.20     *    Consulting Agreement between Bidville,  Inc. and Empire Financial
               Group, Inc. dated March 31, 2004.

10.21     *    Advisory Agreement between Bidville, Inc. and Blackmor Group Inc.
               dated April 1, 2004.

10.22     *    Software Lease Agreement between Bidville,  Inc. and Thunderstone
               Software LLC dated April 6, 2004.

10.23     *    Agreement between Bidville, Inc. and EU-IR.com dated December 12,
               2003.

10.24     *    Consulting Agreement between NoBidding,  Inc./Bidville,  Inc. and
               EU-IR.com dated January 5, 2004.

10.25     *    Consulting Agreement between 321 Play Inc. and Mezhcorp, LLC Inc.
               dated March 24, 2004.

10.26     *    Executive  Employment  Agreement  between 321 Play Inc. and Alina
               Mezhbovski dated March 24, 2004.

31.1     *     Certification  pursuant to Section 302 of the  Sarbanes-Oxley Act
               of 2002.





                                       90
<PAGE>


31.2     *     Certification  pursuant to Section 302 of the  Sarbanes-Oxley Act
               of 2002.

32.1     *     Certification  pursuant to Section 906 of the  Sarbanes-Oxley Act
               of 2002.

32.2     *     Certification  pursuant to Section 906 of the  Sarbanes-Oxley Act
               of 2002.
---------------------------------------------

*    Filed herewith.

[1]  Incorporated herein by reference to the Company's Registration Statement on
     Form 10-SB filed September 6, 2000.
[2]  Incorporated  herein by reference to the Company's  Current  Report on Form
     8-K filed October 18, 2000.
[3]  Incorporated  herein by reference to the Company's  Current  Report on Form
     8-K filed September 5, 2001.
[4]  Incorporated  herein by reference to the Company's  Current  Report on Form
     8-K filed October 2, 2001.
[5]  Incorporated  herein by reference to the Company's  Current  Report on Form
     8-K, filed April 28, 2003.
[6]  Incorporated  herein by reference to the Company's  Current  Report on Form
     8-K, filed December 10, 2003.
[7]  Incorporated  herein by reference to the  Company's  Annual  Report on Form
     10-KSB, filed April 2, 2004.

Reports on Form 8-K

     A report on Form 8-K was filed on  December  10, 2003  reporting  the Share
     Exchange  conducted between us and NoBidding,  Inc. and its shareholders on
     December  10,  2003 and  concurrently,  the  Company's  fiscal year end was
     changed from February  28/29 to December 31. An amended report on Form 8-KA
     was filed on  December  16,  2003 that  further  clarified  Bidville's  fee
     structure for its online auctions.

     A report on Form 8-K was filed on January 8, 2004  reporting  that Bidville
     completed  the  private  sale  of  approximately  4,400,000  shares  of the
     Company's  restricted  common stock to several  individuals  for a total of
     approximately  $2,200,000 on or about  December 22, 2003. As a condition of
     the sale, the Company is obligated to file a Registration  Statement  under
     the  Securities  Act of 1933, as amended with the  Securities  and Exchange
     Commission within ninety (90) days of the sale. The report also stated that
     the Company had  distributed a press release on January 8, 2004  describing
     these  transactions and announcing that the Company's symbol had changed on
     the Over the Counter Bulletin Board from "AREP" to "BVLE."





                                       91
<PAGE>


     A report on Form 8-K was filed on February 12, 2004 reporting that Bidville
     executed  a  nonbinding  letter  of  intent on  February  11,  2004 for the
     acquisition of 3 2 1 PLAY, Inc. and Buy Sell  Connections,  Inc. The report
     indicated  that the  Company  plans to use the  acquisition  to expand  its
     online product offerings.


Item 14. Principal Accountant Fees and Services

     The  Company  paid or accrued the  following  fees in each of the prior two
fiscal years to its principal accountant, S. W. Hatfield, CPA of Dallas, Texas.

                                    Year Ended
                                   December 31,
                          -------------------------------------
                               2003                 2002
                          -------------------------------------
Audit Fees                   $22,660                $742
Audit-Related Fees                 -                   -
Tax Fees                           -                   -
All Other Fees                     -                   -

Total                        $22,660                $742
---------------------------------------------------------------

     "Audit Fees"  consisted of fees billed for services  rendered for the audit
of  Bidville's  annual  financial  statements  and for  review of the  financial
statements included in Bidville's quarterly reports on Form 10-QSB.

     S. W. Hatfield, CPA, did not perform any non-audit services for Bidville in
either the fiscal year ended December 31, 2003 or the fiscal year ended December
31, 2002.

     Financial Information System Design and Implementation. S. W. Hatfield, CPA
did not charge the Company any fees for financial  information system design and
implementation fees.

     The Company has no formal  audit  committee.  However,  the entire Board of
Directors (the "Board") is the Company's defacto audit committee.

     In discharging its oversight  responsibility  as to the audit process,  the
Board  obtained  from  the  independent  auditors  a  formal  written  statement
describing  all  relationships  between the  auditors and the Company that might
bear on the auditors'  independence as required by Independence  Standards Board
Standard No. 1,  "Independence  Discussions  with Audit  Committees."  The Board
discussed with the auditors any relationships  that may impact their objectivity
and independence, including fees for non-audit services, and satisfied itself as
to the auditors'  independence.  The Board also discussed with  management,  the
internal  auditors and the independent  auditors the quality and adequacy of the
Company's  internal controls.  The Board reviewed with the independent  auditors
their management letter on internal controls.





                                       92
<PAGE>


     The Board discussed and reviewed with the independent  auditors all matters
required to be discussed by auditing standards  generally accepted in the United
States of America,  including those described in Statement on Auditing Standards
No. 61, as amended, "Communication with Audit Committees".

     The Board  reviewed the audited  consolidated  financial  statements of the
Company as of and for the year ended December 31, 2003,  with management and the
independent  auditors.  Management has the responsibility for the preparation of
the  Company's  financial  statements  and the  independent  auditors  have  the
responsibility for the examination of those statements.

     Based on the  above-mentioned  review and discussions  with the independent
auditors and management,  the Board of Directors  approved the Company's audited
consolidated  financial  statements and recommended that they be included in its
Annual  Report on Form 10-KSB for the year ended  December 31, 2003,  for filing
with the  Securities  and  Exchange  Commission.  The Board  also  approved  the
reappointment of S. W. Hatfield, CPA as independent auditors.

     The Company's principal accountant, S. W. Hatfield, CPA, did not engage any
other  persons  or  firms  other  than  the  principal  accountant's  full-time,
permanent employees.

















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                                       93
<PAGE>



                                   SIGNATURES

                                 BIDVILLE, INC.
                        - - - - - - - - - - - - - - - - -
                  (Name of Registrant as Specified in Charter)

     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
has caused this notification to be signed on its behalf by the undersigned,
thereunto duly authorized.

Date: April 30, 2004

By:

     /s/ Gerald C. Parker
     -----------------------------------------------
     Gerald C. Parker, President and Chairman

     /s/ Michael Palandro
     ------------------------------------------------
     Michael Palandro, CEO and Director

     /s/ Robert W. Pearce
     ------------------------------------------------
     Robert W. Pearce, Secretary, Treasurer, and Director

     /s/ John Dewey
     ------------------------------------------------
     John Dewey, Director

     /s/ Edward Orlando
     ------------------------------------------------
     Edward Orlando, Director


     Pursuant to the  requirements  of the  Exchange  Act,  this report has been
signed by the following persons in the capacities and on the dates indicated.

Date: April 30, 2004

By:

     /s/ Gerald C. Parker
     -----------------------------------------------
     Gerald C. Parker, President and Chairman

     /s/ Michael Palandro
     ------------------------------------------------
     Michael Palandro, CEO and Director

     /s/ Robert W. Pearce
     ------------------------------------------------
     Robert W. Pearce, Secretary, Treasurer, and Director

     /s/ John Dewey
     ------------------------------------------------
     John Dewey, Director

     /s/ Edward Orlando
     ------------------------------------------------
     Edward Orlando, Director


                                       94


<PAGE>
                          BIDVILLE, INC. AND SUBSIDIARY

                          INDEX TO FINANCIAL STATEMENTS


                                                                            Page

Report of Independent Certified Public Accountants                           F-2

Financial Statements

  Consolidated Balance Sheets of Bidville, Inc.
    as of December 31, 2003 and 2002                                         F-3

  Balance Sheets of NoBidding, Inc.
    as  of  August  25,   2003  and   August  26,   2003  -  pre  and
    post-acquisition                                                         F-4

  Consolidated Statements of Operations and Comprehensive Loss
    for the period from  August 25,  2003 to  December  31, 2003
    (post-acquisition);  for the period from  January 1, 2003 to
    August 25,  2003  (pre-acquisition);  and for the year ended
    December 31, 2002 (pre-acquisition)                                      F-5

  Consolidated Statement of Changes in Stockholders' Equity
    for the periods ended December 31 2003,  August 25, 2003 and
    the year ended December 31, 2002                                        F-6

  Consolidated Statements of Cash Flows

    for the period from  August 25,  2003 to  December  31, 2003
    (post-acquisition);  for the period from  January 1, 2003 to
    August 25,  2003  (pre-acquisition);  and for the year ended
    December 31, 2002 (pre-acquisition)                                      F-7

  Notes to the Consolidated Financial Statements                             F-8











                                                                             F-1

<PAGE>



                        Letterhead of S. W. Hatfield, CPA


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Stockholders
Bidville, Inc.
   (formerly American Recreational Enterprises, Inc.)


We have audited the accompanying  consolidated balance sheets of Bidville,  Inc.
(formerly  American   Recreational   Enterprises,   Inc.)  (Company)  (a  Nevada
corporation)  and Subsidiary (a New Jersey  corporation) as of December 31, 2003
and 2002 and the related consolidated statements of operations and comprehensive
loss, changes in stockholders'  equity and cash flows for the period from August
26, 2003  through  December  31,  2003,  the period from January 1, 2003 through
August  25,  2003  and  the  year  ended   December  31,   2002,   respectively.
Additionally,  we have audited the balance sheets of the Company's  wholly-owned
subsidiary,  NoBidding,  Inc., of as of August 26, 2003 (date of  acquisition by
Safety Harbor Capital Corporation LLC, a Florida limited liability company,  and
Royal Palm  Capital  Group,  Inc.,  a Florida  corporation)  and August 25, 2003
(pre-acquisition).  All of these financial  statements are collectively the sole
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall  consolidated  financial  statement  presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the  financial  position of Bidville,  Inc.
(formerly American Recreational Enterprises, Inc.) and Subsidiary as of December
31, 2003 and 2002 and the financial position of NoBidding,  Inc. as of August 25
and 26, 2003,  respectively,  and the results of the consolidated operations and
cash flows of  Bidville,  Inc.  for the period  from  August  26,  2003  through
December 31, 2003,  the period from January 1, 2003 through  August 25, 2003 and
the year ended December 31, 2002,  respectively,  in conformity  with accounting
principles generally accepted in the United States of America.

We  initially  issued a  Report  of  Independent  Certified  Public  Accountants
(Report) on the above listed  financial  statements on March 6, 2004 (except for
Note K as to which the date is March 24,  2004).  Subsequent  to the date of our
Report,  Management of the Company discovered that certain consulting  contracts
had the respective  terms and conditions  erroneously  disclosed or that certain
contracts not been disclosed. The results of these findings had no effect on the
Company's financial statements. Accordingly, we withdraw our opinion dated March
6, 2004 (except for Note K as to which the date is March 24, 2004).  No reliance
should be placed on our  opinion  dated  March 6, 2004  (except for Note K as to
which the date is March 24, 2004)



                                                /s/ S. W. Hatfield, CPA
                                                -----------------------
                                                S. W. HATFIELD, CPA
Dallas, Texas
May 5, 2004




                                                                             F-2
<PAGE>



<TABLE>
<CAPTION>
                          BIDVILLE, INC. AND SUBSIDIARY
               (formerly American Recreational Enterprises, Inc.)

                           CONSOLIDATED BALANCE SHEETS
                           December 31, 2003 and 2002


                                                           (post-acquisition)  (pre-acquisition)
                                                                December 31,       December 31,
                                                                    2003              2002
                                                            ------------------------------------
<S>                                                          <C>                <C>
                   ASSETS
Current Assets
   Cash on hand and in bank                                  $  2,053,306       $        575
   Due from former officer                                              -              4,842
   Prepaid expenses                                                     -              1,800
                                                             ------------       ------------
     Total current assets                                       2,053,306              7,217
                                                             ------------       ------------
Property and equipment - at cost                                    7,500             77,269
   Less Accumulated depreciation                                   (1,665)          (53,938)
                                                             ------------       ------------
     Net property and equipment                                     5,835             23,331
                                                             ------------       ------------
Other Assets
   Domain name                                                      3,000              3,000
   Deposits and other                                               1,456              2,700
   Goodwill                                                       290,616                  -
                                                             ------------       ------------
       Total other assets                                         295,072              5,700
                                                             ------------       ------------
TOTAL ASSETS                                                 $  2,354,213       $     36,248
                                                             ============       ============
        LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Accounts payable - trade                                  $    334,472       $      1,813
   Due to controlling shareholder(s)                              102,398                  -
   Income taxes payable                                               240                790
                                                             ------------       ------------
     Total current liabilities                                    437,110              2,603
                                                             ------------       ------------
Long-term Liabilities
   Deferred tax liability                                               -              5,005
                                                             ------------       ------------
     Total liabilities                                            437,110              7,608
                                                             ------------       ------------
Commitments and contingencies

Stockholders' Equity
   Preferred stock - $0.001 par value
     50,000,000 shares authorized.
     None issued and outstanding                                        -                  -
   Common stock - $0.001 par value.
     200,000,000 shares authorized.
     29,770,007 and 25,360,007                                     29,770             25,360
   Additional paid-in capital                                  12,184,230            (24,360)
   Retained Earnings (Deficit)                                (10,296,897)            27,640
                                                             ------------       ------------
     Total stockholders' equity                                 1,917,103             28,640
                                                             ------------       ------------
TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY                                    $  2,354,213       $     36,248
                                                             ============       ============
</TABLE>


The accompanying notes are an integral part of these financial statements.
                                                                             F-3
<PAGE>



<TABLE>
<CAPTION>
                                 NOBIDDING, INC.
                  (A wholly-owned subsidiary of Bidville, Inc.)

                                 BALANCE SHEETS
                        August 25, 2003 (pre-acquisition)
                     and August 26, 2003 (post-acquisition)

                                                         (pre-acquisition)   (post-acquisition)
                                                              August 25,          August 26,
                                                                 2003              2003
                                                          -------------------------------------
<S>                                                          <C>                <C>
                   ASSETS
Current Assets
   Cash on hand and in bank                                  $        874       $        874
   Due from majority shareholder                                    4,841                  -
                                                             ------------       ------------
     Total current assets                                           5,715                874
                                                             ------------       ------------

Property and equipment - at cost                                   77,269              7,500
   Less Accumulated depreciation                                  (70,206)                 -
                                                             ------------       ------------
     Net property and equipment                                     7,063              7,500
                                                             ------------       ------------

Other Assets
   Domain name                                                      3,000              3,000
   Goodwill                                                             -            290,616
                                                             ------------       ------------
       Total other assets                                           3,000            293,616
                                                             ------------       ------------

TOTAL ASSETS                                                 $     15,778       $    301,990
                                                             ============       ============

       LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Accounts payable - trade                                  $      1,600       $      1,600
   Income taxes payable                                               240                240
                                                             ------------       ------------
     Total current liabilities                                      1,840              1,840
                                                             ------------       ------------

Long-term Liabilities
   Deferred tax liability                                           5,005                  -
                                                             ------------       ------------
     Total liabilities                                              6,845              1,840
                                                             ------------       ------------

Commitments and contingencies

Stockholders' Equity Common stock - no par value.
     100 shares authorized.
     100 shares issued and outstanding                              1,000            300,150
   Retained Earnings (Deficit)                                      7,933                  -
                                                             ------------       ------------
     Total stockholders' equity                                     8,933            300,150
                                                             ------------       ------------

TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY                                    $     15,778       $    301,990
                                                             ============       ============
</TABLE>


The accompanying notes are an integral part of these financial statements.
                                                                             F-4
<PAGE>


<TABLE>
<CAPTION>
                          BIDVILLE, INC. AND SUBSIDIARY
               (formerly American Recreational Enterprises, Inc.)
                   STATEMENTS OF OPERATIONS AND COMPREHENSIVE

    LOSS Period from August 26, 2003 to September 30, 2003 post-acquisition);
        Period from January 1, 2003 to August 25, 2003 (pre-acquisition);
                 Year ended December 31, 2002 (pre-acquisition)

                                                (post-acquisition)  (pre-acquisition)
                                                    Period from        Period from
                                                  August 26, 2003     January 1, 2003  (pre-acquisition)
                                                        to                  to             Year ended
                                                 December 31, 2003    August 25, 2003    December 31, 2002
                                                ----------------------------------------------------------
<S>                                                 <C>                 <C>               <C>
Revenues - net                                      $     15,604        $     30,023      $     38,083
Cost of Sales                                            (42,046)            (18,426)          (18,565)
                                                    ------------        ------------      ------------

Gross Profit                                             (26,442)             11,597            19,518
                                                    ------------        ------------      ------------
Operating Expenses
   Selling expenses                                        2,885                   -                 -
   General and administrative expenses
     Administrative compensation                          52,285                   -             3,837
     Professional fees                                   134,790               4,084             1,250
     Other operating expenses                             27,030              10,952            13,259
     Depreciation                                          1,665              16,268            25,458
     Compensation expense related to
       common stock issuances at less
       than "fair value"                              10,051,800                   -                 -
                                                    ------------        ------------      ------------
     Total operating expenses                         10,270,455              31,304            43,804
                                                    ------------        ------------      ------------
Loss from operations                                 (10,296,897)            (19,707)          (24,286)

Provision for income tax
   benefit (expense)                                           -                   -             6,970
                                                    ------------        ------------      ------------
Net Loss                                             (10,296,897)            (19,707)          (17,316)

Other comprehensive income                                     -                   -                 -
                                                    ------------        ------------      ------------
Comprehensive Loss                                  $(10,296,897)       $    (19,707)     $    (17,316)
                                                    ============        ============      ============
Net loss per weighted-average
   share of common stock
   outstanding, calculated on
   Net Loss - basic and fully diluted               $      (0.40)                nil               nil
                                                    ============        ============      ============
Weighted-average number of shares
   of common stock outstanding                        25,487,404          25,360,007        25,360,007
                                                    ============        ============      ============
</TABLE>

The accompanying notes are an integral part of these financial statements.
                                                                             F-5
<PAGE>


<TABLE>
<CAPTION>
                          BIDVILLE, INC. AND SUBSIDIARY
               (formerly American Recreational Enterprises, Inc.)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                        Periods ended December 31, 2003,
                     August 25, 2003 and December 31, 2002

                                                                    Additional
                                                     Common Stock    paid-in       Accumulated
                                         Shares        Amount        capital         deficit          Total
                                     -----------------------------------------------------------------------
Balances at
<S>                                   <C>           <C>           <C>            <C>          <C>
   January 1, 2002                      25,360,007  $     25,360  $    (24,360)  $    44,956  $     45,956

Net loss for the year                            -             -             -       (17,316)      (17,316)
                                      ------------  ------------  ------------  ------------  ------------
Balances at
   December 31, 2002                    25,360,007        25,360       (24,360)       27,640        28,640

Net loss for the period                          -             -             -       (19,707)      (19,707)
                                      ------------  ------------  ------------  ------------  ------------
Balances at
   August 25, 2003                      25,360,007        25,360       (24,360)        7,933         8,933

Effect of change in control
   of Bidville, Inc. on
   August 25, 2003 and
   reverse acquisition transaction
   on December 10, 2003                 20,000,000        20,000       306,135        (7,933)      318,202
Acquisition and retirement
   of treasury stock on
   December 10, 2003                   (20,000,000)      (20,000)      (30,000)            -       (50,000)
Capital contributed to
   support operations                            -             -        23,015             -        23,015
Sale of common stock
   pursuant to private
   placement memorandum                  4,410,000         4,410    12,252,390             -    12,256,800
   Less costs to obtain capital                  -             -      (342,950)            -      (342,950)

Net loss for the period                          -             -             -   (10,296,897)  (10,296,897)
                                      ------------  ------------  ------------  ------------  ------------
Balances at
   December 31, 2003                    29,770,007  $     29,770  $ 12,184,230  $(10,296,897) $  1,917,103
                                      ============  ============  ============  ============  ============
</TABLE>




The accompanying notes are an integral part of these financial statements.
                                                                             F-6
<PAGE>


<TABLE>
<CAPTION>
                          BIDVILLE, INC. AND SUBSIDIARY
               (formerly American Recreational Enterprises, Inc.)

                            STATEMENTS OF CASH FLOWS
      Period from August 26, 2003 to September 30, 2003 (post-acquisition);
        Period from January 1, 2003 to August 25, 2003 (pre-acquisition);
                 Year ended December 31, 2002 (pre-acquisition)

                                                (post-acquisition)  (pre-acquisition)
                                                    Period from        Period from
                                                  August 26, 2003     January 1, 2003   (pre-acquisition)
                                                        to                  to             Year ended
                                                 December 31, 2003    August 25, 2003    December 31, 2002
                                                ----------------------------------------------------------
<S>                                                 <C>                 <C>               <C>
Cash Flows from Operating Activities
  Net loss for the period                           $(10,296,897)       $    (19,707)     $    (17,316)
  Adjustments to reconcile net loss
   to net cash provided by operating activities
     Depreciation                                          1,665              16,268            25,458
   Compensation expense related to common
     stock issuances at less than "fair value"        10,051,800                   -                 -
     Deferred income taxes                                     -                   -            (7,520)
   (Increase) Decrease in
     Prepaid expenses                                          -               1,800              (900)
     Deposits and other assets                            (1,456)             (2,700)              (20)
   Increase (Decrease) in
     Accounts payable                                    121,150                (213)             (381)
     Income taxes payable                                      -                (550)              529
                                                    ------------        ------------      ------------
Net cash provided by (used in) operating activities     (123,738)             (5,102)             (150)
                                                    ------------        ------------      ------------
Cash Flows from Investing Activities
 Cash advanced (to) from former majority shareholder           -               5,401              (304)
 Purchase of property and equipment                            -                   -            (1,025)
                                                    ------------        ------------      ------------
Net cash used in investing activities                          -               5,401            (1,329)
                                                    ------------        ------------      ------------
Cash Flows from Financing Activities
   Cash from sale of common stock                      2,205,000                   -                 -
   Cash paid to acquire capital                         (131,228)                  -                 -
   Funds provided by majority shareholder                102,398                   -                 -
                                                    ------------        ------------      ------------
Net cash used in financing activities                  2,176,170                   -                 -
                                                    ------------        ------------      ------------

Increase (Decrease) in Cash                            2,052,432                 299            (1,479)
Cash at beginning of period                                  874                 575             2,054
                                                    ------------        ------------      ------------

Cash at end of period                               $  2,053,306        $        874      $        575
                                                    ============        ============      ============
Supplemental Disclosure of
   Interest and Income Taxes Paid
     Interest paid for the period                   $          -        $          -      $          -
                                                    ============        ============      ============
     Income taxes paid for the period               $          -        $          -      $         21
                                                    ============        ============      ============
Supplemental Disclosure of
   Non-cash investing and financing activities
     Amounts to be paid for capital placement
       accrued as a component of accounts payable   $    211,722        $          -      $          -
                                                    ============        ============      ============
</TABLE>

The accompanying notes are an integral part of these financial statements.
                                                                             F-7
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS

NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

Bidville,  Inc. (formerly American Recreational  Enterprises,  Inc.) (Company or
Bidville) was  incorporated  on February 10, 1999 under the laws of the State of
Nevada.  The Company was  originally  in the business of operating a multi media
travel related publishing enterprise.  Currently,  the Company acts as a holding
company for it's wholly-owned subsidiary, NoBidding, Inc.

Pursuant to an Agreement and Plan of Reorganization  dated October 12, 2000, the
Company acquired 100.0% of the issued and outstanding  shares of common stock of
Capstra  Capital,   Corp.  (Capstra),   a  Washington   corporation,   from  the
shareholders  thereof in an exchange of an aggregate of 450,000 shares of common
stock of the Company and other consideration  consisting of cash and payments of
certain  fees and  expenses  equal to  $30,000  (the  Acquisition).  Immediately
following the Acquisition, the Company formed Greatestescapes (Washington) Corp.
(Subco), a Washington corporation,  formed solely for the following purpose as a
wholly-owned  subsidiary  of the  Company.  Subco then merged with  Capstra (the
Merger).  The Acquisition was approved by the unanimous  consent of the Board of
Directors of Capstra and its  shareholders  on October 12, 2000. The Acquisition
was effective on October 12, 2000. The Merger was approved by unanimous  consent
of the  respective  Board of  Directors  of Subco and the Company on October 12,
2000. The Merger was effective on October 16, 2000. The  Acquisition  and Merger
is  intended  to  qualify  as  reorganization  within  the  meaning  of  Section
368(a)(1)(B)   of  the  Internal   Revenue  Code  of  1986,  as  amended.   Upon
effectiveness  of the Acquisition  and Merger,  pursuant to Rule 12g-3(a) of the
General Rules and  Regulations of the Securities  and Exchange  Commission  (the
Commission),  the Company elected to become the successor  issuer to Capstra for
reporting  purposes  under the  Securities  Exchange  Act of 1934 and elected to
report under the Act effective October 16, 2000.

On February 14, 2003, concurrent with a change in control, the Company initiated
a new business plan. On April 23, 2003,  the Company  formed a new  wholly-owned
subsidiary,  Lenders/Investors,  Inc. (a Florida corporation) for the purpose of
(a)  making  medium to high risk  unsecured  loans to third  party  individuals,
corporations  and/or other  entities;  (b) equity  investments  in  early-stage,
early-growth,  pre-IPO  companies  with a primary  objective  of both long- term
appreciation  as well as short-term  profits;  and c) general asset  management.
Other general  business  services may be offered in the future;  however,  these
plans and services  have not been defined by  management as of the date of these
financial  statements.   There  were  no  business  transactions   conducted  by
Lenders/Investors, Inc.

On December 10, 2003, the Company  conducted a reverse  acquisition  transaction
with  NoBidding,  Inc.  (a New  Jersey  corporation).  As a  condition  of  this
transaction,  the then controlling shareholder returned 20,000,000 shares of the
Company's   common   stock  for  a  spin  off  of  100%  of  the   holdings   in
Lenders/Investors,  Inc. and $50,000 cash. Of the $50,000  acquisition price for
the  20,000,000  shares,  approximately  $23,015 was  contributed  as additional
capital by other  minority  shareholders  to complete the NoBidding  combination
transaction.  Additionally,  in conjunction with this  transaction,  the Company
changed it's corporate name to Bidville, Inc.

NoBidding,  Inc.(Company)  was  incorporated on April 19, 1999,  pursuant to the
laws of the State of New Jersey.  The Company  provides an online  website-based
auction  venue for third  party  buyers and sellers  under the  assumed  name of
"Bidville.com".


                                                                             F-8
<PAGE>


                          BIDVILLE, INC. AND SUBSIDIARY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE B - PREPARATION OF FINANCIAL STATEMENTS

The  acquisition  of  NoBidding,  Inc.  (NoBidding),  on December 10,  2003,  by
Bidville  effected  a change in  control  and was  accounted  for as a  "reverse
acquisition"   whereby  NoBidding  is  the  accounting  acquiror  for  financial
statement purposes.  Accordingly, for all periods subsequent to the December 10,
2003, the financial  statements of the Company reflect the historical  financial
statements  of  NoBidding  subsequent  to an August 25,  2003  change in control
transaction  and the operations of Bidville  subsequent to the December 10, 2003
transaction.

The  Company  originally  had a  February  28/29  year-end.  As a result  of the
December  10, 2003  reverse  acquisition  transaction,  the  Company's  Board of
Directors changed  Bidville's  year-end to December 31 to correspond to the year
end of it's newly  acquired  subsidiary,  NoBidding,  Inc.  The  Company and its
subsidiaries   follow  the  accrual  basis  of  accounting  in  accordance  with
accounting principles generally accepted in the United States of America.

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  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.

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented.

For  segment  reporting  purposes,  the Company  operated  in only one  industry
segment during the periods represented in the accompanying  financial statements
and makes all  operating  decisions and  allocates  resources  based on the best
benefit to the Company as a whole.

The  accompanying  consolidated  financial  statements  contain the  accounts of
Bidville,  Inc.  (formerly  American  Recreational  Enterprises,  Inc.)  and its
wholly-owned   subsidiary,   NoBidding,   Inc.  All   significant   intercompany
transactions  have been eliminated.  The consolidated  entities are collectively
referred to as "Company".

NOTE C - CHANGE IN CONTROL AND GOODWILL

On August 25, 2003 (Closing Date),  NoBidding,  Inc.  (NoBidding)  experienced a
change in control  whereby 85 shares of the 100 shares of issued and outstanding
stock  (85.0%) of NoBidding  was sold by the then sole  shareholder,  Dr. Edward
Orlando  (Seller),  to Safety Harbor Capital  Corporation LLC (a Florida limited
liability  company) and Royal Palm Capital Group,  Inc. (a Florida  corporation)
(collectively Purchasers) for gross proceeds of $300,000. The purchase price was
paid with cash in the amount of  approximately  $225,000 on or in advance of the
Closing Date and a note payable to Dr. Orlando by Royal Palm Capital Group, Inc.
in the amount of $75,000,  bearing  interest at 6.0% per annum which was paid in
full,  including  accrued  interest,  on or before the original maturity date of
February  21,  2004.  The  $75,000  note was  secured  by the 85 shares of stock
purchased by Safety Harbor Capital Corporation LLC and Royal Palm Capital Group,
Inc.

The Seller was also  transferred  certain  assets of NoBidding as of the Closing
date  as  a  compensation   component  to  a  Consulting   Agreement,   executed
concurrently with the Closing Date, by and between NoBidding and the Seller.


                                                                             F-9
<PAGE>


                          BIDVILLE, INC. AND SUBSIDIARY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE C - CHANGE IN CONTROL AND GOODWILL - Continued

The  change in  control  created  a  defacto  acquisition  of  NoBidding  by the
Purchasers  and  triggered the use of the purchase  method of  accounting  and a
reset of the NoBidding financial statements as of the Closing Date

The goodwill  developed  in this  transaction  was pushed down to the  NoBidding
financial statements as follows:

        Cash paid                                       $225,000
        Note payable given and subsequently paid          75,000
                                                        --------
        Total purchase price                             300,000
                                                        --------
        Fair market value of assets purchased            (11,374)
        Fair market value of liabilities assumed           1,990
                                                        --------
                                                          (9,384)
        Goodwill incurred in the purchase               $290,616
                                                        ========

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.   Cash and cash equivalents

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
     hand  and  in  banks,  including  accounts  in  book  overdraft  positions,
     certificates of deposit and other highly-liquid investments with maturities
     of three months or less, when purchased, to be cash and cash equivalents.

     Cash  overdraft  positions may occur from time to time due to the timing of
     making bank deposits and releasing checks, in accordance with the Company's
     cash management policies.

2.   Revenue Recognition and Accounts receivable

     Through January 31, 2004,  revenues resulted primarily from membership fees
     collected from sellers to list items on the Bidville website for sale in an
     auction  and/or  fixed price  format.  During those  periods,  Sellers paid
     membership fees in one of the following four ways, either:

     (a)  $5.00 to be a verified member only, which allows six months of selling
          activity and grants the seller $25.00 in credits for  registering as a
          member, subject to certain listing restrictions;
     (b)  $5.00 per month to be a premier  member,  receiving  $25.00 in credits
          per month, without being subject to any listing restrictions;
     (c)  $10.00 per month to be a premier  plus  member,  receiving  $100.00 in
          credits per month,  and are not  subject to any listing  restrictions;
          and,
     (d)  $15.00  per month as a  premier  gold  member,  receiving  $200.00  in
          credits per month, without being subject to any listing restrictions.

     Bidville bills sellers for charges incurred in a particular month under one
of the following two billing cycles:

          Cycle 1 - This is the billing  cycle for sellers who  registered  with
          Bidville  between the 1st and 14th of the month.  Any charges incurred
          by the seller (i.e. the aggregate of monthly  charges for  Enhancement
          Fees and/or FSF) are invoiced via e-mail to the seller between the 1st
          and 4th of the  subsequent  billing  period the charges were incurred.
          The seller's  credit card is charged  seven (7) days after the date of
          the e-mailed invoice.


                                                                            F-10
<PAGE>


                          BIDVILLE, INC. AND SUBSIDIARY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.   Revenue Recognition and Accounts receivable - continued

          Cycle 2 - This is the billing  cycle for sellers who  registered  with
          Bidville  between the 15th and 31st of the month. Any charges incurred
          by the seller ( i.e. aggregate of monthly charges for Enhancement Fees
          and/or FSF) are invoiced via e-mail to the seller between the 15th and
          the 19th of the  subsequent  billing period the charges were incurred.
          The sellers'  credit card is charged  seven (7) days after the date of
          the e-mailed invoice.

     Credits  existing in a seller's  account at the end of a billing period are
     used to offset any  Enhancement  fees the seller may have  incurred in that
     particular  month. If the total amount of Enhancement  fees a seller incurs
     in one month is greater  than the total  amount of credits  that seller has
     accumulated  in their account up to that time,  then the seller is required
     to purchase  additional  credits using their credit card, in order to cover
     the difference.  Any unused credits  remaining at the end of the month will
     "roll  over"  into the  next  month  and do not  expire.  Sellers  may also
     purchase additional credits,  beyond the monthly amount of credits they are
     granted under their  membership,  at any time through our website,  using a
     credit card to charge the dollar  amount of the amount of credit the seller
     wishes to purchase.

     Under the  membership  fee  structure  in place  through  January 31, 2004,
     revenues  recognized in any given month  consist  primarily of cash amounts
     collected for membership fees for a particular month, with enhancement fees
     making up only a small  portion of the actual cash  revenues  generated  in
     that month. This is because, as previously mentioned,  enhancement fees are
     first paid with any credits that may exist in a seller's account at the end
     of the billing  period.  The Company only receives cash from the seller for
     enhancement fees in instances where a seller (such as an active seller, for
     example) incurs a greater amount of enhancement fees in a single month than
     the amount of credit that  seller has  accumulated  in their  account up to
     such date. Consequently,  only a small portion of the amount of enhancement
     fees  charged per month  generates  actual cash income for the  Company.  A
     significant portion of the fees "paid" for enhancements are charged against
     credits  granted to members as a part of their  membership  and included in
     their monthly membership fee, at no additional charge to the member.

     Revenue  recognition will be much simpler now as the Company has phased out
     the membership fee and associated credit issuance formats, which terminated
     completely on April 30, 2004. The "old" revenue recognition format has been
     replaced  with  a new  Final  Success  Fee  (FSF)  structure  which  became
     effective  on  February 1, 2004.  Only  sellers  posting  items for sale at
     auction   and/or  fixed  price  listings  are  subject  to  paying  a  FSF.
     Accordingly,  the only fees  charged are those which a seller has  incurred
     either through the successful  sale of a listed item (in the form of a FSF)
     or for  choosing to utilize any of the optional  item  listing  enhancement
     features offered by the Company.

     For registered  sellers who were members before the  implementation  of our
     Final  Success Fee  structure  on February 1, 2004,  the last date on which
     membership fees will be collected from (and  respective  credits issued to)
     such grandfathered sellers is April 30, 2004. After such date, sellers will
     only be able to receive  credits from the Company  without  actually paying
     for them  will be under  specific  promotional  programs  the  Company  may
     implement  for  short  periods  of  time,  which  will  be  geared  towards
     increasing the number of registered  users,  at various times as determined
     by management.  As mentioned  previously,  however,  credits cannot be used
     against any Final Success Fees a seller may incur at any time. In addition,
     grandfathered  members will not be required to pay Final Success Fees until
     August 1, 2004.


                                                                            F-11
<PAGE>


                          BIDVILLE, INC. AND SUBSIDIARY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.   Revenue Recognition and Accounts receivable - continued

     Effective   February  1,  2004,  in  accordance   with  our  marketing  and
     advertising  plans,  the Company  changed its fee structure from Membership
     Fees to Final  Success Fees  ("FSF").  FSF are charged to sellers only when
     the items they list on the Bidville.com  website are successfully sold. The
     FSF structure is currently as follows:

       Final Sale Price                       Final Success Fee
       ----------------                       -----------------
       $0.01-$25.00                      5% of the final sale price
       $25.01-$1000.00      $1.25 + 2.5% of final sale price amount over $25.00
       Over $1000.00               $25.63 + 1% of final sale price amount
                                             over $1000.00

     FSF are billed to successful  sellers on a monthly basis. If the seller has
     a credit card on file with the Company, the credit card will be charged the
     total  amount  of FSF for that  month.  If a seller  does not wish to use a
     credit card to pay for FSF, the seller can make other arrangements with the
     Company's customer service representatives.

     Enhancement Fees

     Aside  from the  Final  Success  Fee  described  above,  there are no other
     mandatory  fees for  using  the  Company's  auction  site.  There  are many
     optional  fees that a seller  may or may not decide to incur.  These  added
     features  are charged in the form of  "Enhancement  Fees," which are billed
     twice per month to sellers  depending  on the seller's  particular  billing
     cycle.

     The  optional  enhancements  and the  corresponding  fee  structure  are as
     follows:

           Enhancement                    Fee
           ---------------           ------------
           Bold Face Title              $0.25
           Highlight                    $0.25
           Take It!                      FREE
           Gift Center Icon             $0.50
           Category Feature             $2.50
           Homepage Feature             $5.00
           Banner                       $0.25
           Photo Gallery                $0.10

     When a seller posts an auction, Bidville makes it very clear which services
     are optional.  If a seller decides not to use any of these  services,  they
     can simply  bypass this section on the initial  listing form. In that case,
     the seller's  listing will be completely  free to the seller until the item
     actually sells.

     Bidville Credit

     Bidville Credit  represents  credits issued to and/or  purchased by sellers
     who have been grand fathered in prior to the February 1, 2004 change from a
     membership fee structure to an FSF format.  Sellers can use Bidville Credit
     to purchase any of our optional services for their auctions. For example, a
     seller  may use the  credit to place an  auction  in the Photo  Gallery  or
     Featured section of Bidville.com. Bidville Credit cannot be used to pay for
     items  that a user has won or FSFs  incurred  for  items  sold,  and is not
     equivalent to cash. Credit is also non-refundable and non-transferable.


                                                                            F-12
<PAGE>


                          BIDVILLE, INC. AND SUBSIDIARY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.   Revenue Recognition and Accounts receivable - continued

     Payment of Fees

     Once a seller has verified their membership,  the Company will have a valid
     credit  card from that  seller on file.  This  credit card will be used for
     routine  payment of any optional fees the seller may have  accumulated.  We
     will send notification of any fees associated with the respective  seller's
     account twice per month, depending on the seller's billing cycle, via email
     to the email  address on file at the time.  Between the 8th and 11th or the
     22nd and 25th of each  month,  respectively,  depending  upon the  seller's
     billing cycle,  sellers'  credit cards will be charged for any fees owed to
     the Company  totaling $1.00 or more. If a seller owes the Company less than
     $1.00 at the end of any  single  billing  cycle,  the  balance  due will be
     carried over to the next billing cycle.

     Billing System

     Sellers  are  essentially  divided  into two billing  cycles:  Cycle 1- for
     sellers who  registered  with the  Company  between the 1st and 14th of any
     month,  and Cycle 2 - for sellers who registered  with the Company  between
     the 15th and 31st of the month.

     Process for billing cycle 1 - Any charges  incurred by the seller (i.e. the
     aggregate of monthly charges for Enhancement  Fees and/or FSF) are invoiced
     via e-mail to the seller between the 1st and 4th of the subsequent  billing
     period in the charges are incurred.  The seller's  credit card is charged 7
     days after the date of the e-mailed invoice;

     Process  for billing  cycle 2 - Any  charges  incurred by the seller ( i.e.
     aggregate of monthly charges for Enhancement  Fees and/or FSF) are invoiced
     via e-mail to the seller  between  the 15th and the 19th of the  subsequent
     billing  period the  charges  are  incurred.  The  seller's  credit card is
     charged 7 days after the date of the e-mailed invoice.

     In the normal course of business,  the Company extends  unsecured credit to
     virtually  all of its  customers  which are located  throughout  the United
     States and internationally,  principally in Canada. As of January 31, 2004,
     approximately  1.00% of our revenues are attributable to transactions where
     a seller is located outside the United States. Of that 1.00%,  almost 0.80%
     is made  up of  sellers  located  in  Canada  and the  remaining  0.20%  is
     generated from a fragmented  seller base located in 30 other countries.  At
     present, however, all fees incurred by sellers are payable in U.S. dollars,
     regardless  of where any  seller is  physically  situated.  In the event of
     complete  non-performance,  the  maximum  exposure  to the  Company  is the
     recorded amount of trade accounts  receivable shown on the balance sheet at
     the date of non-performance.

3.   Property and Equipment

     Property and  equipment are recorded at  historical  cost.  These costs are
     depreciated over the estimated useful lives, generally three to five years,
     of the individual assets using the straight-line  method.  Gains and losses
     from the  disposition  of property and equipment are included in operations
     as incurred.


                                                                            F-13
<PAGE>


                          BIDVILLE, INC. AND SUBSIDIARY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

4.   Intangible Assets

     Monies  paid  for  acquisition  of  the  Company's   website  domain  name,
     approximately $3,000, was capitalized as a component of Other Assets on the
     Company's   balance  sheet.  In  accordance  with  Statement  of  Financial
     Accounting Standards No. 144, "Accounting for the Impairment or Disposal of
     Long-Lived  Assets",  the  Company  follows  the policy of  evaluating  all
     qualifying  assets as of the end of each  reporting  quarter.  For the year
     ended December 31, 2002, the period from January 1, 2003 through August 25,
     2003 and the period from August 26, 2003  through  December  31,  2003,  no
     charges to operations  were made for  impairments  in the future benefit of
     this domain name.

5.   Goodwill  and  Reorganization  Value in  Excess  of  Amounts  Allocable  to
     Identifiable Assets

     Goodwill  represents  the excess of the  purchase  price paid over the fair
     market  value  of  the  assets,  less  fair  market  value  of  liabilities
     remaining,  at the  date  of the  change  in  control  of the  Company.  In
     accordance  with  Statement  of  Financial  Accounting  Standards  No. 144,
     "Accounting  for the  Impairment  or Disposal of  Long-Lived  Assets",  the
     Company  follows the policy of evaluating all  qualifying  assets as of the
     end of each reporting quarter.

     As of  December  31,  2003,  no  charges to  operations  have been made for
     impairments in the future benefit of goodwill.

6.   Income Taxes

     The Company uses the asset and liability  method of  accounting  for income
     taxes.  At December  31,  2003,  August 25,  2003 and  December  31,  2002,
     respectively,  the deferred tax asset and deferred tax liability  accounts,
     as recorded  when material to the  financial  statements,  are entirely the
     result  of   temporary   differences.   Temporary   differences   represent
     differences  in the  recognition  of  assets  and  liabilities  for tax and
     financial  reporting  purposes,   primarily  accumulated  depreciation  and
     amortization, allowance for doubtful accounts and vacation accruals.

     As of December 31, 2003,  the deferred tax asset  related to the  Company's
     net operating loss carryforward is fully reserved.

7.   Advertising costs

     The Company does not conduct any direct  response  advertising  activities.
     For non-direct response advertising, the Company charges the costs of these
     efforts  to  operations  at the  first  time  the  related  advertising  is
     published.

8.   Earnings (loss) per share

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) by the weighted-average  number of shares of common stock and common
     stock  equivalents  (primarily  outstanding  options and warrants).  Common
     stock equivalents  represent the dilutive effect of the assumed exercise of
     the  outstanding  stock  options and  warrants,  using the  treasury  stock
     method.  The calculation of fully diluted earnings (loss) per share assumes
     the dilutive effect of the exercise of outstanding  options and warrants at
     either the  beginning  of the  respective  period  presented or the date of
     issuance,  whichever  is later.  As of December  31,  2003,  the  Company's
     outstanding  warrants are considered  antidilutive due to the Company's net
     operating loss position.

                                                                            F-14
<PAGE>


                          BIDVILLE, INC. AND SUBSIDIARY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

8.   Earnings (loss) per share - continued

     As of August 25, 2003 and December 31, 2002,  the  Company's  has no issued
     and outstanding warrants, options and/or convertible debt.

NOTE E - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.

Interest  rate risk is the risk  that the  Company's  earnings  are  subject  to
fluctuations  in interest  rates on either  investments  or on debt and is fully
dependent  upon  the  volatility  of  these  rates.  The  Company  does  not use
derivative instruments to moderate its exposure to interest rate risk, if any.

Financial  risk  is  the  risk  that  the  Company's  earnings  are  subject  to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the  volatility  of  these  rates.  The  company  does  not use  derivative
instruments to moderate its exposure to financial risk, if any.

NOTE F - ADVANCES DUE FROM OFFICER

Through  August 25,  2003,  the  Company  advanced  approximately  $4,841 to the
Company's  former  sole  shareholder  and  executive  officer.  This  amount was
non-interest  bearing and is unsecured.  The advance was transferred back to the
former sole  shareholder  and  executive  officer as of the change in control on
August 25, 2003.

NOTE G - PROPERTY AND EQUIPMENT

Property and equipment consists of the following as of December 31, 2003, August
25, 2003 and December 31, 2002, respectively:

<TABLE>
<CAPTION>
                                (post-acquisition) (pre-acquisition)  (pre-acquisition)
                                 December 31,2003   August 25, 2003   December 31, 2002
                                 ------------------------------------------------------
<S>                                 <C>                <C>                 <C>
Computer equipment                  $  7,500           $ 76,435            $ 76,435
Office equipment                           -                834                 834
                                       7,500             77,269              77,269
Less Accumulated depreciation         (1,665)           (70,206)            (53,938)

Net property and equipment          $  5,835           $  7,063            $ 23,331
                                    ========           ========            ========
</TABLE>

The Company  depreciates all computer  equipment using the straight-line  method
and a three  (3) year  life and  depreciates  all  office  equipment  using  the
straight-line method and a five (5) year life.


                                                                            F-15
<PAGE>


                          BIDVILLE, INC. AND SUBSIDIARY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE G - PROPERTY AND EQUIPMENT - Continued

For the period  from  August 26,  2003 to  December  31,  2003,  the period from
January 1, 2003 to August  25,  2003  (date of change in  control)  and the year
ended December 31, 2002,  respectively,  depreciation  expense was approximately
$1,665, $16,268 and $25,458, respectively.

NOTE H - INCOME TAXES

The  components of income tax  (benefit)  expense for the period from August 26,
2003 through  December 31, 2003,  the period from January 1, 2003 through August
25,  2003 (date of change in  control)  and the year ended  December  31,  2002,
respectively, are as follows:

                      (post-acquisition)  (pre-acquisition)
                          Period from        Period from
                        August 26, 2003     January 1, 2003  (pre-acquisition)
                              to                  to             Year ended
                       December 31, 2003    August 25, 2003    December 31, 2002
                      ----------------------------------------------------------
  Federal:
    Current                $     -              $     -           $     -
    Deferred                     -                    -            (6,215)
                                 -                    -            (6,215)
  State:
    Current                      -                    -               550
    Deferred                     -                    -            (1,305)
                                 -                    -              (755)
    Total                  $     -              $     -           $(6,970)
                           =======              =======           = =====

As of December 31,  2003,  as a result of the August 25, 2003 change in control,
the  Company  has a direct net  operating  loss  carryforward  of  approximately
$245,000 to offset future taxable income.  Subject to current regulations,  this
carryforward  will begin to expire in 2018. The amount and  availability  of the
net operating loss  carryforwards may be subject to limitations set forth by the
Internal Revenue Code.  Factors such as the number of shares  ultimately  issued
within a three year  look-back  period;  whether  there is a deemed more than 50
percent  change in  control;  the  applicable  long-term  tax exempt  bond rate;
continuity  of historical  business;  and  subsequent  income of the Company all
enter  into the  annual  computation  of  allowable  annual  utilization  of the
carryforwards.

The Company's  income tax expense  (benefit) for the period from August 26, 2003
to December 31,  2003,  the period from January 1, 2003 to August 25, 2003 (date
of change in  control)  and the year  ended  December  31,  2002,  respectively,
differed from the statutory rate of 34% as noted below:



                                                                            F-16
<PAGE>


                          BIDVILLE, INC. AND SUBSIDIARY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE H - INCOME TAXES - Continued

<TABLE>
<CAPTION>
                                (post-acquisition)  (pre-acquisition)
                                   Period from        Period from
                                August 26, 2003     January 1, 2003  (pre-acquisition)
                                       to                  to             Year ended
                                December 31, 2003    August 25, 2003    December 31, 2002
                                ----------------------------------------------------------
<S>                                 <C>             <C>                   <C>
Statutory rate applied to
  loss before income taxes          $ (3,501,000)   $     (6,700)         $     (8,250)
Increase (decrease) in income
  taxes resulting from:
   State income taxes                          -               -                   550
   Deferred income taxes                       -               -                (7,520)
   Non-deductible compensation
     expense related to common
     stock issued at less than
     "fair value)                      3,418,000               -                     -
   Other, including reserve
     for deferred tax asset and
     effect of graduated tax
     brackets                             83,000           6,700                 8,250

         Total                      $          -    $          -          $     (6,970)
                                    ============    ============          ============
</TABLE>

Temporary  differences,  consisting  primarily of statutory  differences  in the
depreciable  lives for property and equipment,  between the financial  statement
carrying  amounts and tax bases of assets and liabilities  give rise to deferred
tax assets and liabilities as of December 31, 2003, August 25, 2003 and December
31, 2002, respectively:

                                        December 31,   August 25,   December 31,
                                           2003          2003            2002
Deferred tax assets
   Net operating loss carryforwards      $    83,000   $         -   $         -
     Less valuation allowance                (83,000)            -             -

       Net Deferred Tax Asset            $         -   $         -   $         -
                                         ===========   ===========   ===========
Deferred tax liability
     Differences in
       Accumulated Depreciation
         Federal                         $         -   $         -   $     3,990
         State                                     -             -         1,015

         Total                           $         -   $         -   $     5,005
                                         ===========   ===========   ===========

During the period from August 26, 2003 through  December 31, 2003, the valuation
allowance increased by approximately $83,000.


                                                                            F-17
<PAGE>


                          BIDVILLE, INC. AND SUBSIDIARY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE I - COMMON STOCK TRANSACTIONS

On December 10, 2003,  Bidville  acquired  20,000,000  shares of Bidville common
stock from it's former majority  shareholder,  Jorge Elias, for consideration of
$50,000 in the form of cash and/or a note  payable.  This amount was paid with a
combination  of  available  cash held by Bidville and  approximately  $23,000 in
funds  contributed  by an  outside  third-party  to  complete  the  transaction.
Concurrent  with the  acquisition  of these  shares  by the  Company,  they were
immediately  cancelled  and  returned to unissued  status.  The  retirement  was
accounted  for as a reduction  in the carrying  value of issued and  outstanding
common stock at its  respective  par value,  a reduction of  additional  paid-in
capital  to not less than  $-0- and a  reduction  of  retained  earnings,  where
appropriate,  in  accordance  with the  tenets of  Accounting  Principles  Board
Opinion No. 6.

On December  10,  2003,  the Company  issued  20,000,000  shares of  restricted,
unregistered  common stock to the  shareholders  of  NoBidding,  Inc. to acquire
100.0% of the issued and outstanding common stock of NoBidding, Inc. on December
10, 2003,  pursuant to a Agreement and Plan of Share Exchange dated December 10,
2003, thus effecting a recapitalization of NoBidding, Inc.

On December 3, 2003, the Company issued a Private Placement  Memorandum,  exempt
from registration  under Section 4(2) of the Securities Act of 1933, as amended,
and  pursuant to Rule 506 of  Regulation  D of the  Securities  Act of 1933,  as
amended,  to sell up to $2,000,000 in common stock at a price of $0.50 per share
with  accompanying  Warrants.  Through  December 22,  2003,  the Company sold an
aggregate 4,410,000 shares of restricted,  unregistered common stock pursuant to
the private placement memorandum for gross proceeds of approximately $2,205,000.
Each share was  accompanied  by  Warrant to  purchase  1/2  additional  share of
restricted,  unregistered  common  stock at a price of $1.00  per  share.  These
warrants have no stated expiration date. This offering was scheduled to close on
January 31, 2004 and was closed by the Company on December 22, 2003.

The Company paid the following  fees and/or  bonuses upon the conclusion of this
offering:

     $143,325 to National Securities Corporation;
     $143,325 to EU-IR.com,  an Austrian  corporation,  pursuant to an Agreement
     dated December 12, 2003; and
     $50,000 performance bonus to Gerald Parker, the Company's Chairman.

The Company also contractually committed itself to file a Registration Statement
with the U. S.  Securities and Exchange  Commission to register these shares for
resale within 90 days of December 22, 2003.  As of May 5, 2004,  the Company has
not filed the contractually obligated Registration Statement.

NOTE J - STOCK WARRANTS

In conjunction  with the December 2003 sale of an aggregate  4,410,000 shares of
restricted,   unregistered   common  stock  pursuant  to  a  Private   Placement
Memorandum, the Company issued, to the Purchasers of the Company's common stock,
an aggregate  4,410,000 1/2 Warrants to purchase the Company's common stock at a
price of $1.00 per share for each full Warrant.


                                                                            F-18
<PAGE>


                          BIDVILLE, INC. AND SUBSIDIARY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE J - STOCK WARRANTS - Continued

Each warrant has a mandatory call feature, such that, when the closing bid price
of the  Company's  common  stock  exceeds  $1.50 per  share for ten  consecutive
trading days, the Company has a right to call these Warrants at a price of $1.00
per share, provided, however, that the Company may not exercise the call feature
unless a registration  statement  registering the common stock  purchasable upon
exercise of the Warrants (Warrant Stock) has been declared effective at least 20
trading  days  earlier  and is  effective  from the date of delivery of the call
notice until 10 business days later. The Company is  contractually  obligated to
use all  commercially  reasonable  efforts to maintain  the  effectiveness  of a
registration  statement  registering  the  Warrant  Stock for one year after the
call.  If the Warrants are not tendered to the Company  within 10 business  days
following  the date the  Company  issues the call,  the  Warrants  expire on the
following calendar day. Otherwise, the Warrants have no stated expiration date.

                            Warrants       Warrants
                           originally   outstanding at
                             issued       December 31, 2003    Exercise price

12/03 PPM1/2Warrants        2,205,000       2,205,000          $1.00 per share
                            =========       =========


NOTE K - RELATED PARTY TRANSACTIONS

During  the  year  ended   December  31,  2003,  the  Company  paid  or  accrued
approximately $11,030 in professional fees to Gary Alexander, CPA, an individual
who is also a Company  shareholder and employee of St. James  Investment  Group,
Inc. (an entity operated by the Company's  Chairman) for various  accounting and
controllership services.

NOTE L - COMMITMENTS AND CONTINGENCIES

Leased office facilities

The Company maintains an executive mailing address in office facilities provided
by it's majority  shareholders,  Safety Harbor Capital Corporation LLC and Royal
Palm Capital  Group,  Inc. The Company pays no rent or other fees for the use of
this  mailing  address as these  offices are used  virtually  full-time by other
businesses of the Company's majority shareholders.

The Company has leased approximately 1,028 net rentable square feet in an office
building in Clearwater,  Florida for it's day-to-day operating activities.  This
lease is for a 12 month period,  commencing  on October 1, 2003,  with a monthly
rental rate of approximately  $1,456 per month;  plus appropriate  sales and use
taxes; and escalation  increases for building operating  expenses,  inclusive of
insurance premiums, utility charges, management fees and other related costs, as
defined in the lease.  The  Company has the option and right to renew this lease
for two  additional  periods  of three (3) years  each at a base  rental of 3.0%
above the  preceding  year's base rent upon  expiration  of the initial 12 month
term.



                                                                            F-19
<PAGE>


                          BIDVILLE, INC. AND SUBSIDIARY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE L - COMMITMENTS AND CONTINGENCIES - Continued

Webhosting agreements

On December 12, 2003, the Company  entered into an agreement with iLand Internet
Solutions Corporation (iLand), a website hosting/collocation facility located in
Tampa,  Florida to host our  website for $1,120 per month for a period of twelve
(12) months beginning  January 20, 2004. We also entered into a separate managed
services  agreement with iLand at a cost of $1,561 per month,  beginning January
23,  2004,  also for a period  of  twelve  (12)  months.  Under the terms of the
managed  services  agreement,  iLand agrees to handle any issues which may arise
with our company-owned computer equipment that is located at iLand's web hosting
facility and utilized in connection with our lease arrangement.

Software lease agreement

On April 6, 2004,  the Company  entered into a three-year  lease  agreement with
Thunderstone  Software  LLC  (Thunderstone),  whereby the Company will lease the
right to install and use certain of Thunderstone's  computer software  programs,
which  are an  integral  component  of  the  Company's  website's  technological
structure.  The Company paid Thunderstone an initial lease payment of $25,363 at
the  inception of the lease and are required to make monthly  payments of $2,900
on the first day of each calendar month beginning on the 1st day of the calendar
month following execution of the Lease.

Future minimum lease payments due under this agreement are as follows:

               Year ending
               December 31              Amount

                  2004                $  48,563
                  2005                   34,800
                  2006                   34,800
                  2007                    8,700

                  Total               $ 126,863
                                      =========

Marketing agreement

On March 24, 2004, the Company  entered into an agreement to be a  participating
sponsor of Major League  Baseball's  Tampa Bay Devil Rays (Devil Rays), who play
in the Eastern  Division of the American  League.  This  agreement  runs through
December 31, 2004 and requires an annual sponsorship fee of $51,000. In addition
to various  signage at  Tropicana  Field,  the  Company  will serve as the title
sponsor of  the"Bidville.com  Saturday Night Silent Auction" to be held at every
regularly  scheduled  Saturday  night home game of the Devil  Rays at  Tropicana
Field in Tampa Bay, Florida.  The Company, on its website,  will feature various
items  provided by the Devil Rays,  including  autographed  memorabilia  and VIP
passes to certain  games,  to be  auctioned  throughout  the 2004  Major  League
Baseball season. Per the Sponsorship  Agreement,  all of the proceeds from these
specific  auction items will be transferred to the Tampa Bay Devil Rays "Rays of
Hope Foundation" charity.

Stock agreement

Upon the August 25, 2003 change in control of NoBidding, Edward Orlando,
NoBidding's former sole shareholder and founder, Royal Palm Capital Group, Inc.
and NoBidding entered into a Shareholder Agreement whereby no shareholder of
NoBidding common stock may not sell or otherwise transfer any common stock of
NoBidding without the written consent of NoBidding and the other Shareholder.

                                                                            F-20
<PAGE>


                          BIDVILLE, INC. AND SUBSIDIARY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE L - COMMITMENTS AND CONTINGENCIES - Continued

Consulting Agreements

Edward Orlando - The Company and Edward Orlando  (Orlando),  NoBidding's  former
sole shareholder and founder,  entered into a Consulting Agreement on August 24,
2003,  whereby Orlando will provide certain  management  consulting  services to
NoBidding  and retain a position on the  NoBidding  Board of Directors for a one
year period. Orlando received certain property of the Company, including certain
computer  and other  electronic  equipment  and  forgiveness  of  certain  funds
advanced  by the  Company to Orlando  for either  personal  use or the  expenses
related to certain patent(s) in process at the August 25, 2003 change in control
as  compensation  for  this  Consulting  Agreement.  Further,  Orlando  will  be
reimbursed  for all reasonable  out-of-pocket  expenses so long as said expenses
have prior written authorization of the Company's management. Upon completion of
the  December  3,  2003  transaction,  Orlando  was also  named to the  Board of
Directors of the Company.

National Securities Corporation - On September 1, 2003, No Bidding, Inc. entered
into a consulting agreement with National Securities  Corporation,  a Washington
corporation  (National)  for  advice  and  assistance  in  connection  with  the
negotiation and preparation of acquisitions, mergers and/or strategic alliances.
The  term of the  agreement  is for a  period  of  seven  (7)  months.  For such
services,  the Company is obligated to pay National $20,000 per month.  However,
in the event that the Company  closes and debt or equity  financing in which the
net  proceeds to the Company  exceed  $1,000,000;  then within 20 days after the
closing of such  financing,  the Company  shall pay  National all sums due under
this Agreement.  The December 2003 Private Placement  Memorandum,  as previously
discussed,  triggered the advance payment clause and the Company paid or accrued
$143,325 in fees due to National as of December 31, 2003 under the terms of this
agreement.

Additionally,  on  December  12,  2003,  the  Company  entered  into a  separate
agreement with both National and Royal Palm Capital Group,  Inc. (Royal Palm), a
Company  shareholder and entity  controlled by the Company's  Chairman,  wherein
National  will render  consulting  advice to the Company  relating to financial,
investment banking and merger/acquisition  matters. The term of the agreement is
for a one (1) year period,  ending December 31, 2004. As compensation  for these
services,  Royal  Palm has  agreed  to sell  National  3,966,700  shares  of the
Company's common stock owned by Royal Palm for a purchase price of $500.00.

Donald Lees or LeeWard  Enterprises  - On October 1, 2003,  the Company  entered
into a Consulting  Agreement with Donald Lees (or LeeWard Enterprises) of Indian
Harbor,  Florida to provide  consulting  services for programming,  engineering,
database management,  data transfer and other services.  This agreement is for a
period of 365 days.  This agreement  requires  compensation at $5,000 per month,
plus  reimbursement  for all  reasonable  costs and  expenses.  Either party may
cancel this agreement by giving 60 days written notice to the other party.

EU-IR.com - On  December  13,  2003,  the Company  entered  into a "Finders  Fee
Agreement" with EU-IR, an Austrian corporation located in Graf Austria,  whereby
EU-IR will act as a finder in locating and introducing  various  individuals and
entities that may wish to  participate  in a private  placement of the Company's
debt or equity securities. For such services, EU-IR shall receive a fee equal to
6.5% of the value of the  consideration  paid for the equity or debt sale.  Upon
the closing of the Company's  December 2003 Private  Placement  Memorandum,  the
Company  paid or accrued  $143,325  in fees due to EU-IR under the terms of this
agreement.

On January  5, 2004,  the  Company  entered  into a  consulting  agreement  with
EU-IR.com,  and Austrian  corporation,  for a term of one (1) year.  EU-IR shall
provide public relations and investor relations  consulting  services in Europe.
For such services, the Company will compensate EU-IR in the amount of $7,500 per
month, payable in advance on the first of each month.


                                                                            F-21
<PAGE>


                          BIDVILLE, INC. AND SUBSIDIARY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE L - COMMITMENTS AND CONTINGENCIES - Continued

Consulting Agreements - continued

Mirador  Consulting,  Inc.  - On  January 4,  2004,  we  executed  a  Consulting
Agreement with Mirador Consulting, Inc., a Florida corporation (Mirador) of Boca
Raton,  Florida.  This  agreement  is for a  period  of one (1)  year and may be
renewed upon the mutual written  consent of all parties.  Under the terms of the
agreement,  Mirador shall provide The Company with various corporate  consulting
services, including:

     a)   provide  the Company  with  corporate  consulting  services on a "best
          efforts" basis in connection with mergers and acquisitions,  corporate
          finance,  corporate  finance  relations,  introductions  to  corporate
          finance, corporate finance relations, introductions to other financial
          companies and other financial services;
     b)   use its best  efforts to locate and  identify to the  Company  private
          and/or public  companies for potential  merger with or  acquisition by
          the Company;
     c)   contact  the  Company's   existing   shareholders,   responding  in  a
          professional   manner  to  their   questions   and   following  up  as
          appropriate; and
     d)   use its best  efforts to introduce  the Company to various  securities
          dealers,  investment  advisors,  analysts,  funding  sources and other
          members  of the  financial  community  with  whom  it has  established
          relationships,  and  generally  assist the  Company in its  efforts to
          enhance its visibility in the financial community.

The Company will  compensate  Mirador as follows:  50,000 shares of  restricted,
unregistered  common  stock for $50.00,  which was below the "fair value" of the
Company's common stock at the agreement execution date. Accordingly, the Company
will recognize a non-cash charge to operations for "compensation expense related
to common stock issuances at less than "fair value" of  approximately  $124,950.
Further,  the Company is required to pay $5,000 cash per month;  due and payable
at execution for month 1 and on the 1st of each month for each successive  month
for the term of the contract.

CEOCast,  Inc. - On January 29,  2004,  the Company  entered  into a  Consultant
Agreement with CEOCast,  Inc. of New York, New York to provide investor relation
services.  This agreement covers a one year period from January 29, 2004 through
January 28, 2005.  This  agreement  requires  compensation  as follows:  $20,000
initial  payment - 1st and last  month;  $10,000 per month on 29th of each month
thereafter and the issuance of 32,000 shares of restricted,  unregistered common
stock at the  inception of the  agreement.  These  compensation  shares have has
registration  rights after any secondary  registration  statement  following the
issuance of these shares goes effective.  These rights are contractually defined
as "not piggy back registration  rights or demand  registration  rights". At the
inception of this agreement, the closing price of the Company's common stock was
$5.05  per  share.  The  stock  issued  in this  transaction  will be  valued at
approximately $90,900.

RMN  Consulting,  Inc. - On  February  17,  2004,  the  Company  entered  into a
Consulting  Agreement with RMN  Consulting,  LLC of Rumson New Jersey to "Have a
marketing  report written  regarding  BidVille,  Inc. The  distribution  of this
marketing  report could allow  potential  investors  to determine an  investment
valuation  on the  Company's  stock.  The  Consultant's  services  will  include
Internet distribution, and company profiles on various websites." This agreement
is for a period of six (6) months and requires compensation as follows:  $10,000
cash for months 1 and 2 and the issuance of 50,000  warrants  monthly for months
3-6,  immediately  exercisable  with the exercise  price being equal to 75.0% of
closing quoted price of the Company's  common stock on each  respective  month's
issuance date. Further,  the underlying shares to these warrants must be subject
to a registration statement to be filed by the Company with the U. S. Securities
and Exchange Commission.


                                                                            F-22
<PAGE>


                          BIDVILLE, INC. AND SUBSIDIARY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE L - COMMITMENTS AND CONTINGENCIES - Continued

Consulting Agreements - continued

Capital  Resource  Alliance,  LLC -On March 11, 2004, the Company entered into a
Consulting Agreement with Capital Resource Alliance, LLC of Atlanta,  Georgia to
"expend  reasonable  best  efforts to assist the Company in enabling  the common
stock of the Company to be traded on the Frankfurt  [Germany]  Stock  Exchange."
This  agreement  is for an one year  period  and  compensation  is  required  as
follows:  20,000 shares of restricted,  unregistered common stock of the Company
and cash compensation  equal to $200,000,  payable within 30 days of the date of
this Agreement. The Company is obligated to register the 20,000 shares of common
stock in the first  Registration  Statement  filed by the Company with the U. S.
Securities  and  Exchange  Commission  after the  execution  of this  Agreement.
However,  if the Company determines that the prevailing market conditions do not
make the sale of these shares feasible, in the sole opinion of the Company, then
the number of shares to be registered  in the  Registration  Statement  shall be
reduced.  Capital  Resource  Alliance,  LLC has also  been  issued  warrants  to
purchase an additional  78,910 shares of restricted common stock of the Company.
On April 19, 2004,  the  Company's  common stock was approved for trading on the
Frankfurt [Germany] Stock Exchange.

Empire  Financial  Group,  Inc.  - On March 31,  2004,  the  Company  executed a
Consulting  Agreement with Empire  Financial Group,  Inc.  (Empire) of Longwood,
Florida.  This  agreement  is for a term of 1 year and expires on March 31, 2005
and may not be  terminated  by the  Company  prior  to the end of the  specified
twelve-month  term.  Empire  is to act as a  financial  and  investment  banking
advisor to the Company, to render advice and assistance with regard to strategic
transactions,  future debt or equity  financings,  market and industry awareness
and to assist the  Company in getting the  Company's  common  stock  listed on a
national  exchange by the 2004 year end. As compensation for such services,  the
Company  paid  Empire  an  engagement  fee of  $25,000  upon  execution  of this
agreement,  and $10,000 per month payable in advance beginning April 1, 2004 and
each of the next eleven (11) months thereafter.  The Company will also reimburse
Empire on a monthly basis for any and all reasonable expenses incurred by Empire
in the performance of its duties under this agreement.

Concurrent  with the  execution of this  agreement,  the Company is obligated to
sell to Empire common stock purchase warrants,  at a price of $.001 per warrant,
to purchase  200,000  shares of the Company's  common stock.  Such warrants will
expire five (5) years after issuance and will be exercisable at $3.00 per share.
The warrants  may be  exercised as to all or a lesser  number of shares and will
contain  provisions for  registration of the resale of the underlying  shares at
the Company's  expense,  cashless  exercise and for  adjustment in the number of
such shares and the exercise price to prevent  dilution.  As of the date of this
filing, none of the warrants described herein have been sold to Empire.

In the event that a "Strategic  Transaction"  (as defined in the  agreement)  is
consummated,  other than a  financing,  the Company is obligated to pay Empire a
"Transaction  Fee" equal to a percentage of the amount of consideration  paid in
such transaction, in the following manner:

      Consideration Paid                      Transaction Fee
        in Transaction                 (Percentage of Consideration)

       Up to $2 million                             5.0%
    $2 million - $4 million                         4.0%
    $4 million - $6 million                         3.0%
    $6 million - $8 million                         2.0%
        Over $8 million                             1.0%


                                                                            F-23
<PAGE>


                          BIDVILLE, INC. AND SUBSIDIARY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE L - COMMITMENTS AND CONTINGENCIES - Continued

Consulting Agreements - continued

Empire Financial Group,  Inc. - continued - The Transaction Fee is to be paid in
cash at the closing of the  transaction to which it relates and shall be payable
whether or not such  transaction  involves  stock, or a combination of stock and
cash,  or is made on the  installment  sale basis.  In addition,  if the Company
shall,  within twelve (12) months immediately  following the termination of this
agreement,  consummate a transaction  with any party introduced by Empire to the
Company  prior to such  termination,  or with any  party  which was a party to a
transaction or  prospective  transaction  as to which Empire  rendered  services
under the agreement,  we shall be required to pay Empire a Transaction  Fee with
respect to such transaction in accordance with the table above.

If the Company enters into a "financing"  transaction subject to this agreement,
Empire is to receive a cash fee at the closing of the  financing in an amount to
be agreed upon prior to such closing. In the event that the parties cannot agree
on such a fee, the fee shall be ten percent (10%) of the gross  proceeds of such
financing.  Additionally,  this agreement  contains a  non-circumvent  provision
whereby  the  Company  agrees  that for a period  of three  (3)  years  from the
execution  date,  the Company  will not solicit any offer to buy from or sell to
any person introduced to the Company by Empire,  directly or indirectly,  any of
the  Company's  equity  or  debt  securities.   Should  the  Company,   or  it's
representatives,  violate this provision,  the Company is required to pay Empire
an amount  equal to ten percent  (10%) of the  aggregate  purchase  price of the
securities purchased by such person.

Blackmor  Group,  Inc. - On April 1, 2004,  the  Company  executed  an  Advisory
Agreement  with the Blackmor  Group,  Inc.  (Blackmor)  for an initial term of 1
year, which will be  automatically  extended on an annual basis for additional 1
year terms unless  Blackmor or the Company  serves written notice of termination
on the other party at least thirty (30) days prior to the end of the  applicable
term.  Under the terms of this Agreement,  Blackmor shall assist the Company in:
1) effecting its purchase of businesses and assets  relative to its business and
growth  strategy,  2)  resolution of  outstanding  debt and  obligations  of the
Company,  3)  preparation of  registration  statements,  and 4) introducing  the
Company to brokers and dealers, potential investors,  public relations firms and
consultants  and  others  that may  assist  the  Company in its plans and future
development.  These  services  are to be  provided  on a  "best  efforts"  basis
provided, however, that these services shall expressly exclude all legal advice,
accounting  services or other services which require  licenses or  certification
which Blackmor may not have at such time. The Company has agreed to issue 75,000
shares of unregistered, restricted common stock and 100,000 warrants to purchase
an equivalent number of shares of the Company's unregistered,  restricted common
stock at an  exercise  price of $2.00 per share,  with the  warrants  expiring 2
years from the issue date as compensation on this agreement.

Employment Agreements

On January 12, 2004, the Company entered into an Executive  Employment Agreement
with Mr. Gerald Parker  (Parker)  under which Parker will serve as the Company's
President for a period of three (3) years,  through December 31, 2006. Under his
agreement,  Parker is entitled to an annual  base salary of  $150,000.  Further,
Parker shall receive options to purchase up to 1,000,000  shares of common stock
pursuant to the  Company's  Incentive  Plan.  These  options  vest in  one-third
increments  (approximately  333,333  shares)  on each  anniversary  date of this
agreement,  commencing  on the 13th  month  of this  agreement.  Parker  is also
entitled to receive the following bonuses,  based on Company performance between
December 1, 2003 and November 30, 2004:



                                                                            F-24
<PAGE>


                          BIDVILLE, INC. AND SUBSIDIARY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE L - COMMITMENTS AND CONTINGENCIES - Continued

Employment Agreements - continued

     Membership  enrollment:  If enrollments  reach 210,000  members,  a $15,000
     bonus will be paid. If enrollments  exceed  270,000,  an additional  $5,000
     bonus will be paid. Revenues: If revenues reach $2,200,000, a $15,000 bonus
     will be paid. If revenues  exceed  $2,800,000,  an additional  $5,000 bonus
     will be paid.

     Net Income: If net income reaches  $264,000,  a $15,000 bonus will be paid.
     If net income exceeds $336,000, an additional $5,000 bonus will be paid.

     Performance: An overall performance bonus of $15,000 to $20,000 may be paid
     at the discretion of the Company's Board of Directors.

     Financing: If the Company achieves private equity financing in an amount of
     $2,000,000, a $50,000 bonus will be paid. If total equity financing exceeds
     $9,000,000, an additional $100,000 bonus will be paid.

Parker  received a $50,000 bonus related to the raising of $2,205,000 in capital
through a Private Placement Memorandum in December 2003.

On August 24, 2003,  NoBidding  entered into an Executive  Employment  Agreement
with  Mr.  Michael  Palandro  (Palandro)  under  which  Palandro  will  serve as
NoBidding's  Chief  Executive  Officer for a period of three (3) years,  through
August 31,  2006.  Under his  agreement,  Palandro is entitled to an annual base
salary of $120,000.  Further,  Palandro shall receive  options to purchase up to
2,010,000  shares of common  stock in  Bidville  at a price of $0.001 per share.
These options vest in one-third  increments  (approximately  670,000  shares) on
each  anniversary  date of this agreement,  commencing on the 13th month of this
agreement.  Palandro is also entitled to receive the following bonuses, based on
Company performance between October 1, 2003 and September 30, 2004:

     Membership  enrollment:  If enrollments  reach 210,000  members,  a $15,000
     bonus will be paid. If enrollments  exceed  270,000,  an additional  $5,000
     bonus will be paid. Revenues: If revenues reach $2,200,000, a $15,000 bonus
     will be paid. If revenues  exceed  $2,800,000,  an additional  $5,000 bonus
     will be paid.

     Net Income: If net income reaches  $264,000,  a $15,000 bonus will be paid.
     If net income exceeds $336,000, an additional $5,000 bonus will be paid.

     Performance: An overall performance bonus of $15,000 to $20,000 may be paid
     at the discretion of the Company's Board of Directors.

On August 28, 2003,  NoBidding  entered into an Executive  Employment  Agreement
with Mr.  Alan  Phiet Pham  (Pham)  under  which Pham will serve as  NoBidding's
Director of Information  Technologies  for a period of three (3) years,  through
August 31, 2006. Under his agreement,  Pham is entitled to an annual base salary
of $56,000. Further, Pham shall receive options to purchase up to 100,000 shares
of common stock in Bidville at a price of $0.001 per share.  These  options vest
in one-third increments  (approximately  33,333 shares) on each anniversary date
of this agreement, commencing on the 13th month of this agreement.

On August 28, 2003,  NoBidding  entered into an Executive  Employment  Agreement
with Ms.  Kim Cullen  (Cullen)  under  which  Cullen  will serve as  NoBidding's
Director of Marketing for a period of three (3) years,  through August 31, 2006.
Under his  agreement,  Cullen is  entitled  to an annual base salary of $42,000.
Further, Cullen shall receive options to purchase up to 100,000 shares of common
stock  in  Bidville  at a price of  $0.001  per  share.  These  options  vest in
one-third increments  (approximately  33,333 shares) on each anniversary date of
this agreement, commencing on the 13th month of this agreement.


                                                                            F-25
<PAGE>


                          BIDVILLE, INC. AND SUBSIDIARY
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

NOTE M - SUBSEQUENT EVENTS

321 Play, Inc. acquisition

On March 24, 2004, the Company  entered into an  Acquisition  Agreement with 321
Play,  Inc. (a  privately-owned  New York  corporation).  In the agreement,  the
Company will exchange  500,000 shares of restricted,  unregistered  common stock
for 100.0% of the issued and outstanding common stock of 321 Play, Inc.

Additionally, the Company executed a Supplementary Agreement whereby the Company
is  contingently  liable for  additional  payments of up to 3,000,000  shares of
restricted,  unregistered  common  stock over a three (3) year  period  from the
Closing Date based on certain  performance  goals  provided that with respect to
any fiscal year  preceding the third  anniversary  date of the Closing Date, the
working capital of 321 Play, Inc. meets or exceeds  $1,000,000 and remains at or
above that level for a period of not less than three (3) months prior to the end
of 321's  fiscal year;  then the Company  will be liable to issue an  additional
500,000 shares of restricted,  unregistered common stock for each $10,000,000 in
annual  revenues  of 321 Play,  Inc.  as  determined  by  accounting  principles
generally accepted in the United States of America.

Consulting Agreements

As listed in detail in Note K - Commitments and  Contingencies,  the Company has
entered into various consulting contracts subsequent to December 31, 2003.






                (Remainder of this page left blank intentionally)




                                                                            F-26