UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  Form 10-KSB/A
                                 Amendment No. 2

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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
September 10, 2004 was approximately $13,034,849.

As of September 10, 2004,  there were  38,265,796  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" or the  "Company")  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
(whose term was  contractual  and would  expire on August 23,  2004) 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,  initially filed with
the  Securities  and  Exchange   Commission   ("SEC")  on  March  30,  2004  and
subsequently amended on May 7, 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."

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<PAGE>


      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

<PAGE>


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 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  730,000  active  members,  with over 10,000 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.


                                       10

<PAGE>


      Bidville  currently  features  approximately  1.5 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, has been 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 Bidville  Express 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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<PAGE>


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 7,200
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 which 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 ran 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


                                       25

<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.


                                       27

<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
            4.    www.bidville.org
            5.    www.bidville.tv
            6.    www.bidville.biz
            7.    www.bidville.us
            8.    www.bidville.ws
            9.    www.bidville.cc
            10.   www.bidville.info
            11.   www.bidville.org.nz
            12.   www.bidville.net.nz
            13.   www.bidville.be
            14.   www.bidville.dk
            15.   www.bidville.jp
            16.   www.bidville.de
            17.   www.bidville.co.za
            18.   www.bidville.co.il
            19.   www.bidville.org.il
            20.   www.bidville.co.uk and
            21.   www.bidville.org.uk.


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.


                                       28

<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 nine (9) 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 24, 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.  As of the date of this report,  options to purchase  670,000
shares have vested and none have been exercised.

      Mr. Palandro is also entitled to receive the following  bonuses,  based on
Bidville's 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. As of the date of this report, options to purchase 33,333 shares have
vested and none have been exercised.

      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.  As of the date of this  report,  options to  purchase
33,333 shares have vested and none have been exercised.

      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.


                                       32

<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.  The  agreement  expired on August 24,  2004 and was not  renewed by the
Company.  As of August 24,  2004,  Dr.  Orlando  is no longer a Director  of the
Company.

      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.

      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.

      On September 1, 2003, No Bidding, Inc. entered into a consulting agreement
with National Securities Corporation,  a Washington corporation ("National") and
a licensed  broker-dealer with the National  Association of Securities  Dealers,
Inc. ("NASD"),  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 and  expired in April  2004.  For
such services,  the Company is obligated to pay National  $20,000 per month. The
agreement  contains  an  acceleration  clause  whereby in the event the  Company
closes any debt or equity  financing in which net proceeds to the Company exceed
a  specified  amount,  then the  Company is  obligated  to pay all fees owed and
payable  under the  agreement  within twenty (20) days after the closing of such
financing.  The Company conducted a private placement in December 2003 for gross
proceeds  exceeding the specified amount and closed the offering on December 22,
2003.  The Company then paid the entire  $140,000.00  due to National on January
12, 2004, in accordance  with the terms of the  agreement.  Prior to the January
12th payment, no other payments had been made to National under this agreement.

      On  December  12,  2003,  Bidville  entered  into an  agreement  with both
National and Royal Palm Capital Group,  Inc.  ("Royal Palm"),  wherein  National
will render  consulting  advice to Bidville  relating to  financial,  investment
banking  and  merger/acquisition  matters.  The term of the  agreement  is for a
period of twelve (12) months and overlapped the September 2003 agreement between
National and NoBidding. Under the terms of the Agreement, National has the right
to assign the agreement and the rights  thereunder,  in whole or in part, at its
discretion,  without the prior consent of the Company.  For such services to the
Company,  Royal Palm agreed to sell, for nominal  consideration,  to National or
its assigns  3,966,700 shares of the Company's common stock owned by Royal Palm.
Royal Palm is a Florida corporation  controlled by Gerald C. Parker,  Bidville's
Chairman.  On February 5, 2004,  prior to any of such shares being  transferred,
National  instructed the Company to cause its transfer agent to issue 595,000 of
the  3,966,700  shares to National and the balance of 3,371,700  shares to three
(3) of  National's  assignees,  pursuant to the terms of the  December  12, 2003
agreement  with  Bidville  and Royal  Palm.  National  did not receive any other
shares  in  connection   with  this  or  any  other   agreement.   See  "Certain
Relationships  and Related  Transactions"  and the Company's  audited  financial
statements  and notes  thereto  for the fiscal  year  ended  December  31,  2003
appearing elsewhere in this report.

      Subsequent  to the  December 31, 2003 fiscal year end,  Bidville  executed
several  individual  consulting  agreements  with  various  corporations.  After
conducting an internal review of the  effectiveness  of these agreements in June
2004,  the Board of  Directors of the Company  decided to  terminate  several of
these  agreements  as further  described  below.  On  January 4, 2004,  Bidville
executed  a  Consulting  Agreement  with  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


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<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  compensated  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  paid 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 June 8,  2004,  the
Company  notified  Mirador  in writing  that it had  elected  to  terminate  the
agreement in accordance with its terms.  The termination  became effective as of
July 8, 2004, or thirty (30) days from the date of notification.

      On January 5, 2004,  Bidville  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,  Bidville  entered into a consulting  agreement  with
CEOcast, Inc. ("CEOcast"),  to provide investor relations services for a term of
one year.  For such services,  Bidville was 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." On June 8, 2004, the Company  notified CEOcast in writing
that it had elected to terminate the Agreement, effective immediately.

      Bidville  entered into 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,  Bidville  would 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.  On June 8, 2004,  the
Company  notified RMN in writing that it had elected to terminate  the Agreement
in accordance with the terms of the Agreement.  The termination became effective
as of July 8, 2004, thirty (30) days from the date of notification.

      On March 17, 2004, Bidville executed a consulting agreement,  with Capital
Resource  Alliance,  LLC of Atlanta,  Georgia  ("CRA") 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  a  one  year  period  and  requires
compensation in the form of 20,000 shares of restricted, unregistered Bidville


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<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. Bidville is obligated to make reasonable
best efforts,  in light of "prevailing market conditions," to include the 20,000
shares  in a  registration  statement  it files  with the  U.S.  Securities  and
Exchange Commission ("SEC").  However, under the terms of the agreement,  if the
Company  should  determine  that,  in  its  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 May
11, 2004, Bidville and CRA executed a Superceding Agreement, declaring the March
17, 2004 agreement  null, void and without  effect.  The  Superceding  Agreement
provides that neither party shall be due any additional  compensation regardless
of whether in the form of cash or  securities,  which may  otherwise  be due and
owing  under the prior  agreement.  Prior to the  execution  of the  Superceding
Agreement,  the Company had paid a total of $35,000 in cash compensation owed to
CRA under the March 17, 2004 agreement.

      Bidville also 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 listing Bidville common stock 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 Empire
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  report.  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.

      The Company's operating subsidiary,  NoBidding, Inc., 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


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<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


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<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.


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<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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<PAGE>


investments  in  these  areas  and  we  have  significant   ongoing  contractual
commitments in some of these areas,  such as 321 Play,  Inc. and its subsidiary,
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 321 Play,  Inc. and Buy Sell Connect,
Inc. exposes our business to greater risk.

      As part of our business strategy,  we acquired 321 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 321 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 321 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 321 Play to have to sell its products at or below cost,
which would reduce  total  revenues  both to 321 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  a
substantial  amount of our  outstanding  common stock  representing  37.7%. 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 "Security  Ownership of Certain Beneficial Owners
and 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.  The Company is  presently  published  in  Standard & Poor's  Corporation
Records.  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 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.


                                       49

<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,


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<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


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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


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<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


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<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


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<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.


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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


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<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."


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<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.


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Item 2 - Description of Property

      Bidville  maintains  an  executive  mailing  address in office  facilities
provided by its major  shareholders,  St. James  Investment  Group,  Inc.  ("St.
James") and Royal Palm Capital Group,  Inc. ("Royal Palm"), at 620 North Flagler
Drive,  Suite 605, 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 St. James and Royal Palm. Royal Palm
and St. James are controlled by Gerald C. Parker, Bidville's Chairman.

      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.


                                       61

<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
         4/1/04 - 6/30/04 (1)               1.740            0.510


(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 September 10, 2004,  the Company had eighty eight (88)  shareholders
of record of 38,265,796 outstanding shares of its common stock.

      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 September 10, 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 321 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       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            9,425,000 (1)          $0.84 (2)          152,309,204
approved by security holders
----------------------------------------------------------------------------------------------------------
                       TOTAL             9,425,000              $0.84              152,309,204

</TABLE>

(1)   Includes the  3,000,000  shares  issuable to 321 Play,  Inc. in accordance
      with the acquisition agreement dated March 24, 2004 and described herein.

(2)   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 per share for each of those options
      is $4.27 (equal to 15% below the closing  market price of $5.02 on January
      12, 2004).  None of these  options vest until  January 2005.  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 a 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,  as  amended,  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,  as amended,  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


                                       63

<PAGE>


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.

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 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

      Bidville  has  also  issued   warrants  to  other  entities   pursuant  to
contractual  agreements,  the material features of which are described elsewhere
in this report, and which are summarized in the following table:


                                Number of Warrants  Exercise Price of Warrants
                                ------------------  --------------------------
 RMN Consulting                       50,000       25 % of mkt price on date of
                                                             exercise

 Empire Financial Group               200,000                  $3.00

 Blackmor Group                       100,000                  $2.00

 Restinga Capital Ltd.                660,000                  $1.00


                                       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") 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.

      In  December  2003,  the Company  sold an  aggregate  4,410,000  shares of
restricted,  unregistered  common stock at $.50 per share  pursuant to a 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 exempt from  registration  pursuant to
Rule 506 of Regulation D of the  Securities  Act of 1933, as amended (the "Act")
and Regulation S under the Act.


                                       65

<PAGE>


      As reported in  Bidville's  Form 8-K filed on September  10, 2004, on July
12,  2004,  the  Company  entered  into a Stock  Purchase  Agreement  ("Purchase
Agreement"),  effective  August 20,  2004,  with Langley  Park  Investments  PLC
("Langley"),  a corporation  organized under the laws of England and Wales which
is presently applying for its shares to be admitted to trade on the London Stock
Exchange ("LSE") as an investment trust. Pursuant to the Purchase Agreement, the
Company  will sell  6,315,789  shares of its common stock to Langley for a total
purchase price of $4,484,210,  or $0.71 per share (the average closing bid price
per share of the Company's  common stock during the ten trading days immediately
preceding  July 30, 2004) paid in registered  Langley  Shares.  The Company will
issue the Company Stock to Langley  pursuant to Regulation S under the Act. Both
the Company Stock and the Langley  Shares will  initially be placed into escrow.
Of the Langley Shares received by the Company,  fifty percent (50%) will be held
in escrow as Downside  Price  Protection  (the  "Langley  Escrow  Shares").  The
consummation  of the  transaction is subject to listing of the Langley Shares on
the LSE on or before September 30, 2004.

      On August 24, 2004, the Company sold one million (1,000,000) shares of its
restricted common stock to an individual  investor for a purchase price of $0.55
per share, or total proceeds of $550,000.  The sale was exempt from registration
pursuant to Rule 506 of Regulation D of the  Securities  Act of 1933, as amended
(the "Act") and Regulation S under the Act.

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

General

      Bidville,  Inc.'s wholly-owned subsidiary,  NoBidding, Inc. ("NoBidding"),
was  founded in 1999 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,   Dr.  Edward  Orlando,  has  retained  a
substantial equity stake in the Company.

      On  December  10,  2003,  NoBidding  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, and the amendment filed on May 7, 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
and the Notes thereto 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  $38,375,897,  which includes  compensation
expenses  related  to  common  stock  issuances  at less  than  "fair  value" of
$22,264,500 and professional fees of $15,866,300 for consideration paid by Royal
Palm Capital  Group,  Inc., a controlling  shareholder.  Royal Palm is a Florida
corporation controlled by Gerald C. Parker, Bidville's Chairman. See "Consulting
and Employment  Agreements." 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 321 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, 2004, we  recognized  revenue at the date payment was
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 consisted  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 through  January 31, 2004,
much of the fees paid for  enhancements  were typically  charged against credits
granted to members as a part of their  membership  package.  Such  credits  were
included in the member's monthly  membership fee, at no additional charge to the
member (except for verified members,  who did not receive any credits with their
membership).

      Revenue recognition is expected to be much simpler going forward, since we
have been in the  process of phasing  out our former  membership  fee and credit
issuance format, which terminated  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 were  collected  from (and  respective  credits issued to) such
grandfathered sellers was April, 2004. After such date, sellers are only 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
were not 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.


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<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  $38,349,455.  This is due to the fact that  included in our results of
operations  are  non-cash  expenditures  charged in the August 26, 2003  through
December  31,  2003  period.  During such  period,  we  experienced  a charge to
operations of  approximately  $22,265,500  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 nine (9) 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. In addition,  the Company
incurred a professional  fee expense of $15,866,300  for  consideration  paid by
Royal Palm, a controlling shareholder of the Company, through the sale of common
stock to an entity for nominal consideration for consulting services rendered to
the  Company.  The shares  were valued as of the date of the  agreement  and the
difference  between the sale price and the closing  market  price on the date of
the agreement resulted in a charge to operations at the transaction  measurement
date.

      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>


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, 2003 and the end of the
2003 fiscal year, less $131,228 in expenses incurred in raising such capital.

      Specifically,  in December 2003, the Company sold shares of its restricted
common stock,  exempt from registration  pursuant to Rule 506 of Regulation D of
the Securities Act of 1933, as  amended(the  "Securities  Act") and Regulation S
under  the  Securities  Act at a price  of $0.50  per  share  with  accompanying
warrants.  Through  December 22, 2003,  the Company sold an aggregate  4,410,000
shares  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 to file a registration statement with the Securities and
Exchange  Commission  to  register  the  shares and the  shares  underlying  the
warrants sold in the December  2003 private  placement for resale within 90 days
of December 22, 2003. As of the date of this report, the Company has not filed a
registration  statement  to  register  the shares or the shares  underlying  the
warrants.

      Subsequent to December 31, 2003, Management made a retroactive decision to
restate  the  expense  related  to the sale of such  shares of  common  stock to
reflect 100% of the  difference  between the closing market price on the date of
closing  and the sale of the  shares  at a price of $0.50  per  share.  This was
instead  of using a  historically  accepted  discounted  closing  market  price.
Accordingly,  these matters created a situation requiring the restatement of the
Company's  financial  statements  as of and for the period  from August 26, 2003
through December 31, 2003. The results of this finding resulted in an additional
charge  of  approximately   $12,212,700  to   "compensation   expense"  for  the
revaluation of the common stock sale with an corresponding  credit to Additional
paid-in capital for each  transaction.  The Company  believes that such expenses
were  necessary in order for the Company to raise the 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 nine (9) 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 24, 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  President  and Chief
Executive Officer,  Michael Palandro, and later its 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
"Employees  and  Consultants"  appearing  elsewhere  in this  report  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.  As of the date
of this report,  options to purchase 33,333 shares have vested for both Mr. Pham
and Ms. Cullen, none of which have been exercised by either person.

      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.  See "Employees
and Consultants."


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<PAGE>


      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.  This  agreement  expired on August 24, 2004 and was not renewed by
the Company.  Dr. Orlando is no longer a Director of the Company. See "Employees
and  Consultants"  and  "Directors,  Executive  Officers,  Promoters and Control
Persons".

      On  October 1,  2003,  the  Company  entered  into a  one-year  consulting
agreement  with  Donald  Lees  (or  LeeWard  Enterprises).  See  "Employees  and
Consultants."

      On September 1, 2003, No Bidding, Inc. entered into a consulting agreement
with National Securities Corporation,  a Washington corporation ("National") and
a licensed  broker-dealer with the NASD, 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 and
expired in April 2004. See "Employees and Consultants",  "Security  Ownership of
Certain Beneficial Owners and Management" and "Certain Relationships and Related
Transactions".

      On  December  12,  2003,  Bidville  entered  into an  agreement  with both
National  and Royal Palm  wherein  National  will  render  consulting  advice to
Bidville  relating  to  financial,  investment  banking  and  merger/acquisition
matters.  The term of the  agreement  is for a period of twelve  (12) months and
overlapped the September 2003 agreement  between  National and NoBidding.  Under
the terms of the  Agreement,  National has the right to assign the agreement and
the rights thereunder, in whole or in part, at its discretion, without the prior
consent of the Company.  For such services to the Company,  Royal Palm agreed to
sell, for nominal consideration,  to National or its assigns 3,966,700 shares of
the Company's  common stock owned by Royal Palm.  On February 5, 2004,  prior to
any of such shares being transferred,  National  instructed the Company to cause
its transfer  agent to issue  595,000 of such shares to National and the balance
of 3,371,700  shares to be issued to three (3) of National's  assignees in equal
amounts,  pursuant to the terms of the  agreement  with Bidville and Royal Palm.
National did not receive any other shares in  connection  with this or any other
agreement.  See  "Employees  and  Consultants",  "Security  Ownership of Certain
Beneficial  Owners  and  Management"  and  "Certain  Relationships  and  Related
Transactions".

     Subsequent  to the December  31, 2003 fiscal year end, we executed  several
consulting agreements with various  corporations.  The details of each agreement
can be found under "Employees and Consultants" located elsewhere in this report.

Item 7 - Index to Financial Statements

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


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

During the fiscal year ended  December  31,  2003,  there were no changes in and
disagreements   with   Bidville's   accountants   on  accounting  and  financial
disclosure. Subsequently, on August 3, 2004, Bidville received a letter from its
then current  auditor  stating that it is resigning as the auditor of record for
the  Company,  effective  immediately,  due to certain  issues  relating  to the
Company's  Form 10-QSB for the quarterly  period ended March 31, 2004 filed with
the SEC on May 25, 2004 ("Form 10-QSB") that remained  unresolved.  On August 9,
2004,  the Company filed a Current  Report on Form 8-K reporting  this event and
its change in auditor.

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 amended 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 (1)      61      President and Chairman
  Michael Palandro (1)      56      Chief Executive Officer and Director
  Robert W. Pearce (1)      53      Corporate Secretary, Treasurer, and Director
  C. John Dewey (1)         54      Director
  Edward Orlando (2)        33      Director


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(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.

(2)   Edward  Orlando  served as a director  of the  Company  for twelve  months
      pursuant to an  agreement  with  NoBidding,  Inc.  dated  August 24, 2004.
      Pursuant to the terms of the  agreement,  Dr.  Orlando's term on the Board
      expired on August 23, 2004.

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 controls both Royal Palm Capital Group, Inc. and
St. James Investment  Group, Inc. Royal Palm is a major shareholder of Bidville.
Mr. Parker also currently serves as the Chairman of Cirilium  Holdings,  Inc., a
publicly held  company.  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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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  currently  serves  as a
director of  Cirilium  Holdings,  Inc.,  a publicly  held  company.  Mr.  Pearce
completed his college education at Florida State University in 1975.

      C. 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 projects.  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


                                       80

<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.  Dr.  Orlando's term as a director of Bidville ended
in August 2004 under the terms of his consulting agreement with NoBidding, Inc.

Directorships

      As listed in their biographies, only Gerald C. Parker and Robert W. Pearce
are directors of a company with a class of equity securities registered pursuant
to Section 12 of the Exchange Act or is subject to the  requirements  of Section
15(d) of the Exchange Act. None of the Company's executive officers or directors
is a director of any  company  registered  as an  investment  company  under the
Investment Company Act of 1940.

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.


                                       81
<PAGE>

Conflicts of Interest

      None of the officers or directors of Bidville other than Michael Palandro,
the Company's  Chief Executive  Officer,  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,  except that Dr.
Orlando was  contractually  bound to serve for a one-year  term ending in August
2004. 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 beneficially  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

      All reports  required by Section  16(a) of the Exchange Act were not filed
on a timely basis by the directors, officers and benefical owners of ten percent
(10%) or more of any class of equity securities of Bidville  registered pursuant
to Section 12 of the Securities Act. The Form 3 reporting  beneficial  ownership
of Bidville  securities by Gerald Parker,  Michael  Palandro,  Robert Pearce, C.
John Dewey and Edward Orlando as officers  and/or  directors of Bidville and the
Form 3 of Royal Palm as the owner of 10% (10%) or more of Bidville's  securities
as of December  10,2003,  were filed in  September  2004.  The Form 4s reporting
changes in beneficial ownership for Gerald Parker and Royal Palm were also filed
in September 2004.


                                       82

<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>            <C>         <C>       <C>      <C>      <C>

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

                      2003      $0           $50,000 (2)

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

                      2003      $40,000

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>

-------------------


(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 of $50,000 in January 2004, which
      was accrued in December 2003.


                                       83

<PAGE>


Stock Option Plans

      The Board of  Directors  agreed at a 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  September  10, 2004,
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       10,346,050(2)             27.8%(2)

Michael Palandro                 Common         670,000(3)               1.8%(3)

Robert W. Pearce                 Common                 0                  0%

Edward Orlando                   Common         3,000,000                8.1%

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

All Executive Officers and       Common         14,016,050               37.7%
Directors as a Group
(Five (5) persons)

Royal Palm Capital Group, Inc.   Common        8,936,050(2)             24.0%(2)

----------------------------------------------------

*  Percentage  is based upon  38,265,796  shares  issued and  outstanding  as of
September 10, 2004.

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


                                       84

<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.  The shares owned by Royal Palm and
      St. James have been aggregated and deemed indirectly beneficially owned by
      Mr.  Parker for the  purposes  of Rule  13(d) of the  Securities  Act.  On
      December  12,  2003  Bidville,  Royal Palm and  National  entered  into an
      agreement  for Royal Palm to sell  National  or its  assigns,  for nominal
      consideration,  an aggregate of 3,966,700  shares of Bidville common stock
      in exchange for  National  providing  consulting  services to Bidville for
      twelve (12) months.  These 3,966,700 shares are not included in the shares
      owned by Royal Palm as of December 31, 2003.

(3)   On  August  29,  2004,  options  to  purchase  670,000  shares  vested  in
      accordance with Mr. Palandro's  employment agreement and as of the date of
      this filing, none have been exercised but are included in a calculation of
      beneficial ownership in accordance with Rule 13(d).

Executive Employment Agreements

A more detailed discussion of these agreements appear elsewhere in this report.

      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.  On August 29,  2004,  options to
purchase  670,000  shares vested in accordance  with Mr.  Palandro's  employment
agreement and as of the date of this report, none have been exercised.

      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,  NoBidding'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 was


                                       85

<PAGE>


also reimbursed for all reasonable out-of-pocket expenses incurred as a Director
of the Company, so long as said expenses had prior written  authorization of the
Company's  management.  This  agreement  expired on August 24,  2004 and was not
renewed. As a result, Dr. Orlando no longer serves as a director of the Company.

      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.


                                       86

<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 321 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).


                                       87

<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     [8]  Consulting   Agreement  between   NoBidding,  Inc.  and  National
               Securities Corporation dated September 1, 2003.

10.19     [8]  Financial  Advisory and Consulting  Agreement  between  Bidville,
               Inc. and National Securities Corporation dated December 12, 2003.

10.20     [8]  Consulting Agreement between Bidville,  Inc. and Empire Financial
               Group, Inc. dated March 31, 2004.

10.21     [8]  Advisory Agreement between Bidville, Inc. and Blackmor Group Inc.
               dated April 1, 2004.

10.22     [8]  Software Lease Agreement between Bidville,  Inc. and Thunderstone
               Software LLC dated April 6, 2004.

10.23     [8]  Agreement between Bidville, Inc. and EU-IR.com dated December 12,
               2003.

10.24     [8]  Consulting Agreement between NoBidding,  Inc./Bidville,  Inc. and
               EU-IR.com dated January 5, 2004.

10.25     [8]  Consulting Agreement between 321 Play Inc. and Mezhcorp, LLC Inc.
               dated March 24, 2004.

10.26     [8]  Executive  Employment  Agreement  between 321 Play Inc. and Alina
               Mezhbovski dated March 24, 2004.

10.27     [9]  Stock  Purchase  Agreement  by  and  between  Bidville,  Inc. and
               Langley Park Investments PLC (previously filed as Exhibit 10.1 on
               Form 8-K).

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


                                       88

<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.

[8]   Incorporated herein by reference to the Company's amended Annual Report on
      Form 10-KSB/A, filed May 7, 2004.

[9]   Incorporated  herein by reference to the Company's  Current Report on Form
      8-K, filed September 10, 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."


                                       89

<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 321 PLAY,  Inc.  and Buy Sell  Connections,  Inc. The
      report  indicated that the Company plans to use the  acquisition to expand
      its online product offerings.

      A report on Form 8-K was filed on May 27, 2004, reporting that the Company
      had distributed a press release on May 25, 2004,  discussing the Company's
      results of operations  for the fiscal quarter ended March 31, 2004, a copy
      of which was attached thereto.

      A report on Form 8-K was filed on August 9,  2004,  reporting  a change in
      accountants  after the Company  received notice on August 3, 2004 that its
      auditor had resigned and withdrawn his previously issued review report for
      the Registrant's  interim financial statements for the quarter ended March
      31, 2004 and appointing a new independent accountant.

      A report  on Form 8-K was  filed on  September  10,  2004,  reporting  the
      issuance of 6,315,789  shares of unregistered  common stock of the Company
      to Langley Park Investments PLC.

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.


                                       90

<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.


                [Balance of this page intentionally left blank]


                                       91
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY

                     INDEX TO RESTATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                        ----
<S>                                                                                    <C>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                                      F-2

RESTATED FINANCIAL STATEMENTS

   Restated 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

   Restated 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

   Restated 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-7

   Restated 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-8

   Notes to the Restated Consolidated Financial Statements                             F-10
</TABLE>


                                       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  restated  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 restated 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 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 the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
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 restated 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  26  and  25,  2003,  respectively,  and  the  results  of  the  restated
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 that
Report,  Management of the Company discovered that certain consulting  contracts
had their respective terms and conditions either  erroneously  disclosed or that
certain  contracts  entered into not been  disclosed.  Management  updated these
disclosures  and we  reissued  our  audit  report  on  these  revised  financial
statements on May 5, 2004.

                                  - CONTINUED -


                                                                             F-2
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                                   - PAGE 2 -

On December 12, 2003,  Bidville,  Inc.,  Royal Palm Capital Group,  Inc.  (Royal
Palm) and National Securities  Corporation  (National) entered into a "Financial
Advisory   and   Consulting   Agreement".    Management's   initial   accounting
interpretation,  with which we  concurred  at the time,  was that this  contract
would be deemed to be funded,  and  consideration  paid,  at the date  3,966,700
shares were physically transferred from Royal Palm to National in February 2004.
Subsequently,  upon further  evaluation of the underlying  contract,  Management
determined  that the  appropriate  measurement  date for  recording the economic
transaction was the contract execution date of December 12, 2003.

Management  also  made a  retroactive  decision  to  restate  the  "compensation
expense"  related to the sale of 4,410,000  shares of common stock at a price of
$0.50 per share to reflect  100% of the  difference  between the closing  market
price on the date of closing instead of using a historically accepted discounted
closing market price as previously reported.

Accordingly,  these matters created a situation requiring the restatement of the
Company's  financial  statements  as of and for the period  from August 26, 2003
through  December  31,  2003.  The  results  of these  findings  resulted  in an
additional  charge of approximately  $15,866,300  being charged to operations at
the  transaction  measurement  date and an  additional  charge of  approximately
$12,212,700 to  "compensation  expense" for the  revaluation of the common stock
sale  with a  corresponding  credit  to  Additional  paid-in  capital  for  each
transaction.

Accordingly,  we withdraw our opinions dated March 6, 2004 (except for Note K as
to which the date is March 24,  2004) and May 5,  2004.  No  reliance  should be
placed either of these opinions.



                                                       /s/ S. W. Hatfield, CPA
                                                       -------------------------
                                                           S. W. HATFIELD, CPA
Dallas, Texas
September 22, 2004


                                                                             F-3
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY
               (formerly American Recreational Enterprises, Inc.)
                      RESTATED CONSOLIDATED BALANCE SHEETS
                           December 31, 2003 and 2002

<TABLE>
<CAPTION>
                                               (RESTATED)
                                            (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                    40,263,230                (24,360)
   Retained Earnings (Deficit)                  (38,375,897)                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-4
<PAGE>

                                 NOBIDDING, INC.
                  (A wholly-owned subsidiary of Bidville, Inc.)
                                 BALANCE SHEETS
    August 25, 2003 (pre-acquisition) and August 26, 2003 (post-acquisition)

<TABLE>
<CAPTION>
                                                      (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-5
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY
               (formerly American Recreational Enterprises, Inc.)
            RESTATED 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)

<TABLE>
<CAPTION>
                                                  (RESTATED)
                                               (post-acquisition)     (pre-acquisition)      (pre-acquisition)
                                                  Period from            Period from
                                                August 26, 2003        January 1, 2003              Year
                                                       to                     to                   ended
                                                  December 31,             August 25,           December 31,
                                                      2003                   2003                   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
     Professional fee consideration
       "paid" by controlling shareholder
       through sale of common stock                 15,866,300                     --                     --
     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"                            22,264,500                     --                     --
                                                  ------------           ------------           ------------
     TOTAL OPERATING EXPENSES                       38,349,455                 31,304                 43,804
                                                  ------------           ------------           ------------

LOSS FROM OPERATIONS                               (38,375,897)               (19,707)               (24,286)

PROVISION FOR INCOME TAX
   BENEFIT (EXPENSE)                                        --                     --                  6,970
                                                  ------------           ------------           ------------

NET LOSS                                           (38,375,897)               (19,707)               (17,316)

OTHER COMPREHENSIVE INCOME                                  --                     --                     --
                                                  ------------           ------------           ------------

COMPREHENSIVE LOSS                                $(38,375,897)          $    (19,707)          $    (17,316)
                                                  ============           ============           ============

Net loss per weighted-average
   share of common stock
   outstanding, calculated on
   Net Loss - basic and fully diluted             $      (1.51)                   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-6
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY
               (formerly American Recreational Enterprises, Inc.)
              RESTATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
     Periods ended December 31, 2003, August 25, 2003 and December 31, 2002

<TABLE>
<CAPTION>
                                                    Common Stock                Additional
                                          -------------------------------         paid-in          Accumulated
                                             Shares              Amount           capital            deficit              Total
                                          ------------       ------------       ------------       ------------        ------------
<S>                                         <C>              <C>                <C>                <C>                 <C>
BALANCES AT
   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
Transfer of common stock
   owned by controlling
   shareholder at below
   "fair value" to provide
   consideration for a
   professional services
   contract, as restated                            --                 --         15,866,300                 --          15,866,300
Sale of common stock
   pursuant to private
   placement memorandum                      4,410,000              4,410          2,200,590                 --           2,205,000
   Less costs to obtain capital                     --                 --           (342,950)                --            (342,950)
   Compensation expense related
      to sale at less than "fair value"             --                 --         22,264,500                 --          22,264,500

Net loss for the period                             --                 --                 --        (38,375,897)        (38,375,897)
                                          ------------       ------------       ------------       ------------        ------------

BALANCES AT
   DECEMBER 31, 2003                        29,770,007       $     29,770       $ 40,263,230       $(38,375,897)       $  1,917,103
                                          ============       ============       ============       ============        ============
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                                                             F-7
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY
               (formerly American Recreational Enterprises, Inc.)
                        RESTATED 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)

<TABLE>
<CAPTION>
                                                                (RESTATED)
                                                             (post-acquisition)     (pre-acquisition)      (pre-acquisition)
                                                                Period from           Period from
                                                              August 26, 2003        January 1, 2003             Year
                                                                     to                     to                   ended
                                                                December 31,             August 25,           December 31,
                                                                    2003                   2003                   2002
                                                                ------------           ------------           ------------
<S>                                                             <C>                    <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss for the period                                      $(38,375,897)          $    (19,707)          $    (17,316)
   Adjustments to reconcile net loss
     to net cash provided by operating activities
     Depreciation                                                      1,665                 16,268                 25,458
     Transfer of common stock owned by controlling
       shareholder at below "fair value" to provide
       consideration for a professional services
       contract, as restated                                      15,866,300                     --                     --
     Compensation expense related to common
       stock issuances at less than "fair value"                  22,264,500                     --                     --
     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
                                                                ============           ============           ============
</TABLE>


                                  - CONTINUED -

The accompanying notes are an integral part of these financial statements.


                                                                             F-8
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY
               (formerly American Recreational Enterprises, Inc.)
                        RESTATED 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)

<TABLE>
<CAPTION>
                                                                (RESTATED)
                                                             (post-acquisition)     (pre-acquisition)      (pre-acquisition)
                                                                Period from           Period from
                                                              August 26, 2003        January 1, 2003             Year
                                                                     to                     to                   ended
                                                                December 31,             August 25,           December 31,
                                                                    2003                   2003                   2002
                                                                ------------           ------------           ------------
<S>                                                             <C>                    <C>                    <C>
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-9
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY
                     NOTES TO RESTATED 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".

                (Remainder of this page left blank intentionally)


                                                                            F-10
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY

               NOTES TO RESTATED 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 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-11
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY

               NOTES TO RESTATED 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 - CORRECTION OF AN ERROR AND FINANCIAL STATEMENT RESTATEMENT

On December 10, 2003, the Company  conducted a reverse  acquisition  transaction
with  NoBidding,  Inc.  (a  New  Jersey  corporation).  On  December  12,  2003,
concurrent  with the  December  10,  2003  change in  control  transaction,  the
Company,  Royal Palm and National Securities Corporation (National) entered into
a "Financial  Advisory and Consulting  Agreement",  whereby 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
agreed to sell National  3,966,700 shares of the Company's common stock owned by
Royal Palm  (approximately  13.32% of the total  issued and  outstanding  common
stock at December  31,  2003 and  approximately  15,64% of the total  issued and
outstanding at the December 12, 2003  transaction  date) for a purchase price of
$500.00.

Management's initial  interpretation was that the contract would be deemed to be
funded, and consideration paid, at the date the 3,966,700 shares were physically
transferred to National in February 2004. Subsequently,  upon further evaluation
of the underlying contract,  management determined that the measurement date for
recording the economic  transaction was the contract  execution date of December
12, 2003.

The effect of the  consideration  "paid" by Royal  Palm was  pushed  down to the
Company's financial statements,  as the recipient of the related services, using
the 100% of the closing  price of the  Company's  common  stock on December  12,
2003,  less the $500 cash paid by  National  to Royal Palm upon  transfer.  This
calculation  values  the  consideration  at  approximately  $15,866,300.  As the
contract with National is  "non-exclusive"  with "best  judgment and efforts" on
the part of  National  and  "[National]  shall  not be  obligated  to spend  any
specific  amount of time  performing  its duties",  the Company,  utilizing  the
premise  of  conservatism,  has  charged  the  entire  consideration  "paid"  to
operations on the first day of the underlying contract.

This error also caused an  understatement  in  professional  fees for the period
from  August  26,  2003  through  December  31,  2003 and an  understatement  in
additional paid-in capital.

Concurrent with Management's decision to use 100% of the closing market price in
connection with the above listed December 12, 2003 transaction,  Management also
modified  the  estimates  used in the  December  22,  2003  sale of  restricted,
unregistered  common stock to use the same  calculation  method to determine the
"compensation expense" related to the December 22, 2003 sale of 4,410,000 shares
of common stock at $0.50 per share, which was significantly less than the quoted
closing price of Company's  common stock on the transaction  date. The effect of
this  change in estimate  caused an  additional  $12,212,700  to  operations  as
"compensation  expense  related  to common  stock  issuances  at less than "fair
value".


                                                                            F-12
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY

               NOTES TO RESTATED FINANCIAL STATEMENTS - CONTINUED

NOTE D - CORRECTION OF AN ERROR AND FINANCIAL STATEMENT RESTATEMENT - CONTINUED

The effect of any and all changes are  reflected  in the  accompanying  restated
financial statements as of the respective date of the transaction and the effect
of the corrections are summarized below by fiscal period and cumulatively.

<TABLE>
<CAPTION>
                                        (RESTATED)
                                    (post-acquisition)  (pre-acquisition)  (pre-acquisition)
                                        Period from       Period from
                                      August 26, 2003    January 1, 2003       Year
                                             to                to              ended           Cumulative
                                        December 31,        August 25,      December 31,       effect of
                                            2003              2003              2002             changes
                                        ------------      ------------      ------------      ------------
<S>                                     <C>               <C>               <C>               <C>
Net Loss, as previously reported        $(10,296,897)     $    (19,707)     $    (17,316)

Effect of the correction of an error
   Transfer of common stock owned
     by controlling shareholder at
     below "fair value" to provide
     consideration for a professional
     services contract, as restated      (15,866,300)               --                --        15,866,300
Effect of a change in estimate
   Restatement of compensation
     expense related to common
     stock sales at  less than
     "fair value"                        (12,212,700)               --                --        12,212,700
                                        ------------      ------------      ------------      ------------
   Total effect of changes
     on Loss from Operations
     and Net Loss                        (28,079,000)               --                --      $ 28,079,000
                                        ------------      ------------      ------------      ============

Net Loss, as restated                   $(38,375,897)     $    (19,707)     $    (17,316)
                                        ============      ============      ============

Earnings per share,
   as previously reported               $      (0.40)     $         --      $         --
Total effect of changes                        (1.11)               --                --
                                        ------------      ------------      ------------

Earnings per share, as restated         $      (1.51)     $         --      $         --
                                        ============      ============      ============
</TABLE>

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.


                                                                            F-13
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY

               NOTES TO RESTATED FINANCIAL STATEMENTS - CONTINUED

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING 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.

            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.


                                                                            F-14
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY

               NOTES TO RESTATED FINANCIAL STATEMENTS - CONTINUED

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.    Revenue Recognition and Accounts receivable - continued

      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.

      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


                                                                            F-15
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY

               NOTES TO RESTATED FINANCIAL STATEMENTS - CONTINUED

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.    Revenue Recognition and Accounts receivable - continued

      Enhancement Fees - continued

      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.

      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.


                                                                            F-16
<PAGE>
                          BIDVILLE, INC. AND SUBSIDIARY

               NOTES TO RESTATED FINANCIAL STATEMENTS - CONTINUED

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

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.

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.


                                                                            F-17
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY

               NOTES TO RESTATED FINANCIAL STATEMENTS - CONTINUED

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

8.    Earnings (loss) per share - continued

      As of December  31,  2003,  August 25, 2003 and  December  31,  2002,  the
      Company's  issued and  outstanding  warrants,  options and/or  convertible
      debt, if any, are considered to be anti-dilutive  due to the Company's net
      operating loss position..

9.    Stock-Based Compensation

      Statement of Financial Accounting Standard (SFAS) No. 123, "Accounting for
      Stock-Based  Compensation,"  as amended by SFAS No. 148,  "Accounting  for
      Stock-Based  Compensation  - Transition  and  Disclosure,"  defines a fair
      value based method of accounting for  stock-based  compensation.  However,
      SFAS No. 123 allows an entity to  continue  to measure  compensation  cost
      related to stock and stock options issued to employees using the intrinsic
      method of  accounting  prescribed  by  Accounting  Principles  Board (APB)
      Opinion  No. 25,  "Accounting  for Stock  Issued to  Employees."  Entities
      electing to remain with the accounting  method of APB No. 25 must make pro
      forma  disclosures  of net  income and  earnings  per share as if the fair
      value method of accounting  defined in SFAS No. 123 had been applied.  The
      Company  has  elected  to  account  for its  stock-based  compensation  to
      employees using the intrinsic value method under APB No. 25.

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.

                (Remainder of this page left blank intentionally)


                                                                            F-18
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY

               NOTES TO RESTATED FINANCIAL STATEMENTS - CONTINUED

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,       August 25,         December 31,
                                               2003               2003               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.

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:

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

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.


                                                                            F-19
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY

               NOTES TO RESTATED FINANCIAL STATEMENTS - CONTINUED

NOTE H - INCOME TAXES - CONTINUED

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:

<TABLE>
<CAPTION>
                                                      (post-acquisition)          (pre-acquisition)           (pre-acquisition)
                                                         Period from                 Period from
                                                       August 26, 2003             January 1, 2003                  Year
                                                              to                          to                        ended
                                                         December 31,                 August 25,                 December 31,
                                                             2003                        2003                        2002
                                                         ------------                ------------                ------------
<S>                                                      <C>                         <C>                         <C>
Statutory rate applied to
   loss before income taxes                              $(13,048,000)               $     (6,700)               $     (8,250)
Increase (decrease) in
  income taxes resulting from:
     State income taxes                                            --                          --                         550
     Deferred income taxes                                         --                          --                      (7,520)
     Non-deductible items:
       Compensation expense related to
         common stock issued at less than
         "fair value                                        7,570,000                          --                          --
       Sale of common stock owned by
         controlling shareholder at below
         "fair value" to provide consideration
         for a professional services contract,
         as restated                                        5,395,000                          --                          --
     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:

<TABLE>
<CAPTION>
                                                       December 31,            August 25,           December 31,
                                                           2003                   2003                  2002
                                                       ------------            ----------           ------------
<S>                                                     <C>                     <C>                   <C>
      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
                                                        ========                =======               ========
</TABLE>


                                                                            F-20
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY

               NOTES TO RESTATED FINANCIAL STATEMENTS - CONTINUED

NOTE H - INCOME TAXES - CONTINUED

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

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.

As the  closing  price  of the  Company's  common  stock  was in  excess  of the
respective  price per share on the  respective  transaction  date,  the  Company
recognized a charge to operations for  "compensation  expense  related to common
stock  issuances  at less than  "fair  value".  The  effect of this  transaction
resulted in a cumulative charge to operations of approximately $22,264,500.

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

     $143,000 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  September  22,  2004,  the
Company has not filed the contractually obligated Registration Statement.

                (Remainder of this page left blank intentionally)


                                                                            F-21
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY

               NOTES TO RESTATED FINANCIAL STATEMENTS - CONTINUED

NOTE J - STOCK OPTIONS

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  received 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.  There is no expiration date on these options;  however,  the Company
used an arbitrary life of 60 months for all option valuation calculations.

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 received  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.  There is no expiration date on these options;  however,  the Company
used an arbitrary life of 60 months for all option valuation calculations.

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 her agreement, Cullen received 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.  There is no
expiration date on these options; however, the Company used an arbitrary life of
60 months for all option valuation calculations.

                                                               Weighted average
                                                               price per share
                                                               ----------------
  Options outstanding at January 1, 2002             --               --
    Issued                                           --               --
    Exercised                                        --               --
    Expired/Terminated                               --               --
                                              ---------

  Options outstanding at December 31, 2002           --               --
    Issued                                    2,210,000             $0.001
    Exercised                                        --               --
    Expired/Terminated                               --               --
                                              ---------

  Options outstanding at December 31, 2003    2,210,000             $0.001
                                              =========

The weighted  average  exercise price of all issued and  outstanding  options at
December 31, 2003 is approximately $0.001.

The issued and  outstanding  options  have no  defined  expiration  date and the
Company used an imputed 60 month life for all option valuation calculations.

The Company has adopted the disclosure-only provisions of Statement of Financial
Accounting  Standards No. 123 (SFAS 123) .  Accordingly,  no  compensation  cost
other  than that  required  to be  recognized  by  Accounting  Principles  Board
Statement  No. 25 for the  difference  between  the fair value of the  Company's
common  stock at the  grant  date and the  exercise  price of the  options.  Had
compensation cost for the Company's Stock Plan been determined based on the fair
value at the grant date for awards  consistent  with SFAS 123, the Company's net
loss and loss per share 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,  would  have
increased to the pro forma amounts indicated below:


                                                                            F-22
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY

               NOTES TO RESTATED FINANCIAL STATEMENTS - CONTINUED

NOTE J - STOCK OPTIONS - CONTINUED

<TABLE>
<CAPTION>
                                                            (RESTATED)
                                                        (post-acquisition)  (pre-acquisition)  (pre-acquisition)
                                                            Period from        Period from
                                                          August 26, 2003    January 1, 2003           Year
                                                                  to                to                 ended
                                                             December 31,        August 25,         December 31,
                                                                 2003              2003                 2002
                                                        ------------------  -----------------  -----------------
<S>                                                         <C>                  <C>                 <C>
Net Loss, as restated                                       $(38,375,897)        $(19,707)           $(17,316)
   Add stock based employee compensation
     expense included in net income, net of taxes                     --               --                   --
   Less total stock based employee compensation
     expense determined under fair value method
     for all awards, net of tax                                  (22,329)              --                   --
                                                              ----------           ------               ------

Pro forma Net Loss                                          $(38,398,226)        $(19,707)            $(17,316)
                                                              ==========           ======               ======

Earnings per weighted-average share of
   common stock outstanding
     Basic - as reported                                       $(1.51)              $(0.00)             $(0.00)
                                                                 ====                 ====                ====
     Basic - pro forma                                         $(1.51)              $(0.00)             $(0.00)
                                                                 ====                 ====                ====
     Fully diluted - as reported                               $(1.51)              $(0.00)             $(0.00)
                                                                 ====                 ====                ====
     Fully diluted - pro forma                                 $(1.51)              $(0.00)             $(0.00)
                                                                 ====                 ====                ====
</TABLE>

For purposes of computing  the pro forma  disclosures  required by SFAS No. 123,
the fair value of each option  granted to employees  and  directors is estimated
using  the  Black-Scholes  option-pricing  model  with the  following  weighted-
average  assumptions for the year ended December 31, 2003: dividend yield of 0%,
expected      volatility     of     200%     (using     the     resources     at
www.accex.nl/impliedvolatilitycalculator),   a   risk-free   interest   rate  of
approximately 3.0%, and an expected life of five years.

The  weighted-average  fair value of options  covering  approximately  2,210,000
shares of common stock granted during the year ended December 31, 2003 for which
the  exercise  price was less than the market  price on the grant date was $0.05
and the weighted-average exercise price was $0.001.

No stock options were granted  during the year ended December 31, 2003 for which
the  exercise  price was equal to or in excess of the market  price on the grant
date.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded  options,  which do not have vesting  restrictions  and are
fully  transferable.  In addition,  option valuation models require the input of
highly  subjective  assumptions,  including the expected stock price volatility.
Because the Company's employee stock options have characteristics  significantly
different from those of traded  options,  and because  changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion,  the  existing  models do not  necessarily  provide a  reliable  single
measure of the fair value of its employee stock options.

                (Remainder of this page left blank intentionally)


                                                                            F-23
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY

               NOTES TO RESTATED FINANCIAL STATEMENTS - CONTINUED

NOTE K - 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.  Due to the  uncertainty  of the
ultimate  exercise of these options,  no portion of the gross offering  proceeds
were allocated to the warrants.

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
                               =========          =========

NOTE L - 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 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 M - COMMITMENTS AND CONTINGENCIES

Leased office facilities

The Company maintains an executive mailing address in office facilities provided
by it's controlling shareholder, 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-24
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY

               NOTES TO RESTATED FINANCIAL STATEMENTS - CONTINUED

NOTE M - 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-25
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY

               NOTES TO RESTATED FINANCIAL STATEMENTS - CONTINUED

NOTE M - 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
$143,000 in fees due to National as of December 31, 2003 under the terms of this
agreement.

On December  12, 2003,  concurrent  with the December 10, 2003 change in control
transaction,  the  Company,  Royal  Palm  and  National  Securities  Corporation
(National)   entered  into  a  separate   "Financial   Advisory  and  Consulting
Agreement",  whereby  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 agreed to sell National  3,966,700
shares of the Company's common stock owned by Royal Palm  (approximately  13.32%
of the total  issued and  outstanding  common  stock at  December  31,  2003 and
approximately  15.64% of the total  issued and  outstanding  at the December 12,
2003 transaction date) for a purchase price of $500.00.

Management's initial interpretation was that this contract would be deemed to be
funded, and consideration paid, at the date the 3,966,700 shares were physically
transferred to National in February 2004. Subsequently,  upon further evaluation
of the underlying contract,  management determined that the measurement date for
recording the economic  transaction was the contract  execution date of December
12, 2003.

The effect of the  consideration  "paid" by Royal  Palm was  pushed  down to the
Company's financial statements,  as the recipient of the related services, using
the closing price of the Company's  common stock on December 31, 2003,  less the
$500 cash paid by National to Royal Palm upon transfer.  This calculation values
the consideration at approximately $15,866,300. As the contract with National is
"non-exclusive"  with "best  judgment  and  efforts" on the part of National and
"[National]  shall  not be  obligated  to  spend  any  specific  amount  of time
performing its duties", the Company, utilizing the premise of conservatism,  has
charged the entire  consideration  "paid" to  operations on the first day of the
underlying contract.

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.


                                                                            F-26
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY

               NOTES TO RESTATED FINANCIAL STATEMENTS - CONTINUED

NOTE M - COMMITMENTS AND CONTINGENCIES - CONTINUED

Consulting Agreements - continued

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.

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  of  approximately  $249,950.
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.

This consulting agreement was terminated by the Company, effective July 8, 2004.

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 $161,600.

This consulting agreement was terminated by the Company, effective June 8, 2004.


                                                                            F-27
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY

               NOTES TO RESTATED FINANCIAL STATEMENTS - CONTINUED

NOTE M - COMMITMENTS AND CONTINGENCIES - CONTINUED

Consulting Agreements - continued

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.

This consulting agreement was terminated by the Company, effective July 8, 2004.

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.

On May 12, 2004,  the Company and Capital  Resource  Alliance,  LLC modified and
rescinded  the original  contract  whereby all  obligations  of the Company were
settled for a single payment of approximately $35,000.

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.


                                                                            F-28
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY

               NOTES TO RESTATED FINANCIAL STATEMENTS - CONTINUED

NOTE M - COMMITMENTS AND CONTINGENCIES - CONTINUED

Consulting Agreements - continued

Empire  Financial  Group,  Inc. -  continued  - 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%

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.


                                                                            F-29
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY

               NOTES TO RESTATED FINANCIAL STATEMENTS - CONTINUED

NOTE M - COMMITMENTS AND CONTINGENCIES - CONTINUED

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:

            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.


                                                                            F-30
<PAGE>

                          BIDVILLE, INC. AND SUBSIDIARY

               NOTES TO RESTATED FINANCIAL STATEMENTS - CONTINUED

NOTE M - COMMITMENTS AND CONTINGENCIES - CONTINUED

Employment Agreements - continued

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.

NOTE N - 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 L - Commitments and  Contingencies,  the Company has
entered into and cancelled various consulting  contracts  subsequent to December
31, 2003.

                (Remainder of this page left blank intentionally)


                                                                            F-31
<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  amended  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.


Date: September 29, 2004

By:

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


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


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


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


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


Date: September 29, 2004

By:
     /s/ Gerald C. Parker
     -----------------------------------------------
     Gerald C. Parker, Chairman


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


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


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