UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-KSB


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(Mark one)

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

For the fiscal year ended December 31, 2004.

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

For the transition period from ________ to ________.

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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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                                       1
<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 revenues for the fiscal year ended December 31, 2004 were $91,891


The aggregate market value of voting common equity held by  non-affiliates as of
March 18, 2005 was approximately $8,251,591.

As of March 18, 2005,  there were  39,758,887  shares of Common Stock issued and
outstanding.

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



                                       2
<PAGE>

                                 Bidville, Inc.

                                Index to Contents



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


Item 8B     Other


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



                                       3
<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.




                                       4
<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
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.



                                       5
<PAGE>

      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
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."



                                       6
<PAGE>

      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 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 April 2, 2004 and subsequently
amended on May 7, 2004 and October 1, 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.  The Company decided to discontinue the operations of 321 at December
31, 2004 because of the  disappointing  performance of 321. The Company received
no  consideration  related to the  discontinuance.  The  assets and  liabilities
disposed of included a nominal amount of cash,  accounts payable and amounts due
to the Company. The Company recorded a loss of $894,555 on the discontinuance.

      Subsequent  to the  acquisition  but on the same  date,  321  executed  an
executive  employment  agreement with Alina Mezhbovski,  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".  Pursuant to
the  discontinuance of operations as described above, this employment  agreement
was subsequently cancelled by the Company.


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;  expanding to 186 million in  September  2004;  and
included in a total worldwide  Internet  population of approximately 934 million
at September 2004. 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;  and  Nielsen/Net  Ratings and Jupiter  Research,
December 13, 2004.

      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
2003 more than 97 million Americans had purchased products online,  representing
a growth of 45% from the 67 million  Americans who had bought products online as
of  December  2002,  and  representing  a growth  of 137%%  from the 41  million
Americans who had bought  products online as of March 2000. The number of online
purchases made on a typical day increased  approximately 514% from December 2001
to  December  2003,  and  increased  approximately  135% from  December  2002 to
December  2003 (from 10.81 million to 28.32  million to 66.42  million)  between
2000, 2002 and 2003. Source: UCLA Center for Communication Policy, The 2002 UCLA
Internet Report; eMarketer and Jupiter Research, December 2003.



                                       7
<PAGE>

      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." As of Decemeber 2004,
online e-commerce  accounted for approximately 1.91% or $69 billion of the total
reported  retail sales of $3.6  trillion for the same  period.  However,  online
e-commerce has been growing averaging  approximately 25% each year from year end
2000  through  year  end  2004;  versus  total  retail  sales  growth  averaging
approximately  4.4% each year for the same period.  Source:  U.S.  Department of
Commerce June 1, 2004 and February 24, 2005.

      In addition,  researchers  have  attributed the growth of online  consumer
activity  between  2000 and 2003 to the fact that the  Internet  population  was
still in the process of maturing. Research has repeatedly shown that as Internet
users  gain  experience,  they  are  increasingly  at ease  with  making  online
purchases,  continue to have greater access to high speed Internet connectivity,
develop more comfort with available safeguards against fraud, realize time saved
through conducting e-commerce, get better pricing, have a greater selection, get
easier shipping of purchased  merchandise,  find more personalized gifts and are
more likely to spend money on the Web.  For  example,  approximately  59% of the
U.S. Internet user population made purchases online in 2003.Source:  Counting on
the Internet,  Internet & American Life Project,  December 29, 2002; and Jupiter
Research 2003.

      The Forrester  Group  estimates that global  e-commerce  will  approximate
$12.8  trillion by 2006, 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 67% and 53% by the end of 2005  and  2006
respectively.  Source:  Electronic  Commerce  and  Technology  2002;  and,  U.S.
Department of Commerce December 2004.

The Online Auction Market

      One form of e-commerce  that has experienced  tremendous  growth in recent
years is the online auction  format,  increasing its number of users nearly 600%
between the  beginning  of 2000 and the end of 2004.  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  February  2004,  there  were 43  million
Americans  who had  exchanged  their  wares  online.  Source:  America's  Online
Pursuits,  Internet & American Life Project,  December 22, 2003;  Pew Internet &
American Life Project,  January 2005;  and Jupiter  Research  September 3, 2004.
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.



                                       8
<PAGE>

      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
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. A more recent study noted by  epaynews.com
in March 2005 showed that the average value of online  purchases at $100 or less
approximates  60% of the total online sales,  while  purchases over $100 through
$10,000+  comprised  approximately  40%,  with the  average  value of a purchase
approximating  $300.  These recent  indications show purchasers have become more
comfortable with making higher value purchases,  in particular with increases in
transaction  activity  for  automobiles,  real  estate,  expensive  computer and
electronics products, designer jewelry and better art and collectibles.  Source:
National  Consumer  League,  Online  Auction Survey  Summary,  January 31, 2001;
ActiveMedia 2004; and epaynews.com, March 2005.

      Despite having such a large group of current and potential customers,  the
online auction marketplace has historically been highly fragmented with over 250
small websites  catering to local  e-commerce  traffic,  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 and search for  products  through many
categories  and  seller  stores  to 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 1 million active  members,  with over 15,000 active
sellers.  In addition,  Bidville has further developed its aggressive  marketing
plan to support  continued  rapid growth of its  membership  in the future.  See
"Marketing and Distribution" below.

      Bidville's  online  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  global
marketplace  of  buyers.  Therefore,  the  seller  is able to  reliably  sell at
competitive prices, due to lower cost of sales.



                                       9
<PAGE>

      Bidville  currently  features  approximately  3.2 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,  and a monthly  storefront  fee for sellers who choose to open a virtual
storefront on Bidville's  website.  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"). Bidville launched its storefront  functionality in November
2004,  whereby for $5 per month a seller can opt to open a custom  virtual store
on Bidville's website and have the ability to list items at a fixed price. Items
listed in the sellers' stores are fully  interactive with Bidville's  search and
browse features. 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 fully 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"  (items listed for purchase at a
fixed price) has been  completed.  Bidville  offers members  further  assistance
through  comprehensive  "Help" and "FAQ" sections,  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
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  valid  credit  card  and/or
checking account information 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. Bidville has also developed a comprehensive set of rules and
guidelines that specifically prohibit the sale of illegal, infringing or pirated
items.



                                       10
<PAGE>

      Bidville  currently  allows its  sellers  to offer  multiple  options  for
payment. The Company may also investigate the development of its own online gift
card and payment systems.  In the event Bidville  develops either online system,
it is  anticipated  that these  features  will generate  additional  revenue for
Bidville.

Bidville's Strategy

      Our  business  strategy is to continue to develop and  validate  Bidville'
website  as  the  predominant  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 and storefront 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 and storefront
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
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  and over 600  storefronts  that list items for sale in an auction or
fixed  price  format  at any  given  time.  In  order  to  place a bid or make a
purchase,  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.



                                       11
<PAGE>

      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 and/or purchase 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.

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).



                                       12
<PAGE>

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.
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.



                                       13
<PAGE>

      It is not  possible  to lower or retract a bid once it has been  submitted
only  if  customer  service  is  contacted  and  specifically  apprised  of  the
circumstances  concerning a request of this nature,  will consideration be given
to either  retract or lower a place bid.  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.
      -     View their billing activity and history (Sellers only)
      -     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.

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 and/or
checking  account  information  on file with us.  After  completing  a  one-time
registration,  a seller can then list items for auction or fixed price format 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.



                                       14
<PAGE>

      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
auction or fixed price  listing  formats.  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  auction or fixed  price
formatss.  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, a seller opts to open a
custom virtual  storefront on Bidville's  venue 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 twice per month. If the seller has a
credit  card or  checking  account on file with  Bidville,  the  credit  card or
checking  account  will be charged the total amount of FSF  respectively  at two
invoice and billing  periods for that month.  If a Bidville seller does not wish
to use a credit card or checking  account to pay for FSF, the  qualified  seller
can be eligible to make other arrangements with Bidville's Customer Service.

      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.



                                       15
<PAGE>

      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.

Storefront Fees

      During November 2004, the Company  initiated a Storefront  program for its
sellers. Sellers have the option to purchase a Storefront from the Company for a
flat $5 monthly fee. Included in the storefront is an inventory  tracking system
and unlimited  listings of the seller's items. A trial  membership  period began
during November 2004 and ended on December 31, 2004.  Beginning in January 2005,
the monthly fee of $5 is accrued on the first day of the month for all  existing
storefronts  and is billed under the billing  cycle  described in more detail in
the section  entitled  Billing  System below.  Any  Storefronts  opened during a
respective month results in a prorated charge of the monthly storefront fee.

      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.   Under  certain  uncommon  and  unique
circumstances,  a seller may be issued a credit pertaining  specifically to FSF,
that subject to limitations, may be applied to a future FSF incurred. The seller
can track these credits separately in TrackPal.

      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.



                                       16
<PAGE>

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.  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 are no longer Premier Sellers. All members that were Premier Sellers
in the prior  three (3)  months had three (3) months  (until  July 31,  2004) to
remain as  Verified  Sellers on  Bidville.  As of August 1,  2004,  there are no
longer any Verified Sellers.  Premier Sellers (and Verified Sellers) did 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 do 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 applied 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.

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) is
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

      Verified  Sellers as of January 31, 2004 continued to be Verified  Sellers
until July 31, 2004.  If a Verified  Seller was due to renew their six (6) month
verification  any time between January 31, 2004 and July 31, 2004, they were not
required to renew.  All Verified Sellers who were current Verified Sellers as of
January  31,  2004 did not have to pay FSF until July 31,  2004.  Each  Verified
Seller as of January 31, 2004  received a one-time  "thank you" from Bidville in
the form of $25 in credits to be used towards Enhancement Fees. These credits do
not expire and could 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.



                                       17
<PAGE>

      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.

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 and/or checking  account  information from that seller on file. This
credit card and/checking account information 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 via
email to the email address on file at that time.  Enhancement fees, however, are
invoiced and billed  immediately upon reaching an aggregate total charge of $10,
.. On the 1st and 15th of each month,  sellers' credit cards or checking accounts
will be charged for any fees owed to  Bidville,  at that  billing  date and that
aggregately  total $1 or more.  If a seller owes less than $1 we will not charge
their  credit card or checking  account,  but the balance will carry over to the
next billing period.

      Billing System

      FSF's,  Storefront  fees, and Enhancement  fees are billed to sellers on a
twice-monthly  basis.  Invoices  are  generated  on the 10th and 25th day of the
respective month, and actual billing occurs five days after the invoice date. If
a seller has a credit card or checking  account on file with the  Company,  that
credit card or checking account will be charged the total amount invoiced during
the respective  billing  period.  If a seller does not wish to use a credit card
and/or  checking  account to pay for their  charges,  that seller can make other
arrangements  with the  Company's  customer  service  department.  If a seller's
account  with the Company is less than $1.00 at the end of any  billing  period,
that balance due is carried over to the next billing cycle.



                                       18
<PAGE>

      In addition to the billing cycles described above, if at any point in time
a seller's  account for  optional  Enhancement  fees is equal to or greater than
$10, then that amount is invoiced and charged immediately to that seller.

      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.

      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.



                                       19
<PAGE>

      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 has continued to 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  was  to   initiate  a
co-registration  e-mail  program  along  with  product  positioning  with  major
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 ran 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,  Bidville
plans to increase its  relationships  with existing auction drop locations,  and
plans  to  establish  company-owned  auction  drop  locations.  In  addition  to
providing  another  revenue  stream for  Bidville,  it will also bring  Bidville
direct interaction with its member community.

      Further  online,  print,  trade  shows  and  other  grass  roots and major
advertising  and  public  relations   campaigns  will  be  the  cornerstones  of
Bidville's ongoing marketing strategy.  For example, we recently renegotiated an
agreement  for a second  season 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.  In addition,  Bidville  will be featured  every
game with behind  home plate  signage  having  direct  televised  exposure to an
expansive  national  viewing  audience.  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.



                                       20
<PAGE>

      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,  Overstock.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,
business-to-consumer  or   business-to-business   sales.  Bidville's  total  fee
structure,  however,  is typically five to one hundred percent (5% - 100%) 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.

      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,  Overstock.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



                                       21
<PAGE>

      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

      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
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.



                                       22
<PAGE>

      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.

      During November 2004, Bidville launched its Bidville Stores  functionality
that  provides  sellers  the  option  to open a  custom  virtual  storefront  on
Bidville's  website.  The cost per storefront is $5 per month. Since its launch,
sellers have opened over 625 storefronts on Bidville's venue.

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.

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.



                                       23
<PAGE>

      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.

      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.



                                       24
<PAGE>

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
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 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.



                                       25
<PAGE>

      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.

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

      At our last fiscal year end,  December 31, 2004,  we employed  eleven (11)
persons.  As of the date of this  filing,  we  currently  employ  thirteen  (13)
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.

      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
related to certain patent(s) in process at the August 25, 2003 change in control
as compensation for this Consulting Agreement.


                                       26
<PAGE>

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 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."



                                       27
<PAGE>

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 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;



                                       28
<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 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
            could also anger users of our website and reduce future revenues.



                                       29
<PAGE>

      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.

      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.



                                       30
<PAGE>

      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."

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."



                                       31
<PAGE>

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 may require  continuing
investments in these areas and have significant ongoing contractual  commitments
in some of these  areas.  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.



                                       32
<PAGE>

      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
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  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).

      Furthermore, as disclosed elsewhere in this report, the Company decided to
discontinue  the  operations  of  321  at  December  31,  2004  because  of  the
disappointing  performance of 321. The Company received no consideration related
to the  discontinuance  and  recorded  a loss on the  discontinuance.  The  full
financial and/or legal impact of this discontinuance is unknown at this time.


                                       33
<PAGE>

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."

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. 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."



                                       34
<PAGE>

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
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;



                                       35
<PAGE>

      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.

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.


                                       36
<PAGE>

      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.

      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,
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.



                                       37
<PAGE>

      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.

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."



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<PAGE>

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.

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.



                                       39
<PAGE>

      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
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."



                                       40
<PAGE>

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 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 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 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
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.



                                       41
<PAGE>

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
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."



                                       42
<PAGE>

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.


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."



                                       43
<PAGE>

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
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."




                                       44
<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.




                                       45
<PAGE>

Item 2 - Description of Property

      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 period of thirty-six (36) months, commencing on
November 1, 2004, with a monthly rental rate of  approximately  $5,008 per month
through October 31, 2005; $5,115 per month from November 1, 2005 through October
31, 2006;  and $5,303 per month from  November 1, 2006 through  October 31, 2007
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.

      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 is the Company 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.







                                       46
<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 high and low bid  information  for each  quarter  since
October 10, 2001 are as follows:


                Quarter                     High            Low
         ----------------------------------------------------------
         10/10/2001 - 11/30/2001            3.00            1.01
         12/1/2001 - 2/28/2002              1.01            0.15
         3/1/2002 - 5/31/2002               0.15            0.15
         6/1/2002 - 8/31/2002               0.15            0.10
         9/1/2002 - 11/30/2002              0.11            0.10
         12/1/2002 - 2/28/2003              0.11            0.05
         3/1/2003 - 5/31/2003               0.05            0.05
         6/1/2003 - 8/31/2003               0.05            0.05
         9/1/2003 - 11/30/2003(1)           0.80            0.05
         12/1/2003 - 12/31/2003(1)          6.25            0.75
         1/1/2004 - 3/31/2004(1)            7.50            1.25
         4/1/04 - 6/30/04 (1)               1.74            0.51
         7/1/04 - 9/30/04 (1)               1.34            0.35
         10/1/04 - 12/31/04 (1)             0.77            0.24

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

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

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

      (b) Holders.

      As of March 18,  2005,  the  Company had ninety one (91)  shareholders  of
record of 39,758,887 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.

      (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.


                                       47
<PAGE>


2004 Stock Incentive Plan

      On  November  18,  2004 the  Company's  Board  of  Directors  approved  by
unanimous written consent the Bidville, Inc. 2004 Stock Incentive Plan. The plan
has not yet been approved by the Company's stockholders.

      The Company's  Board of Directors  administers  the Plan. The Plan affords
key employees,  officers, and consultants, who are responsible for the Company's
continued growth, an opportunity to acquire an investment  interest in Bidville,
and to create  in such  individuals  a greater  incentive  and  concern  for the
welfare of Bidville.  By means of this 2004 Stock  Incentive  Plan,  the Company
seeks to retain the services of persons now holding key  positions and to secure
the services of persons capable of filling such positions.

      The  Company  has  reserved  up to  7,000,000  shares of common  stock for
issuance upon exercise of options that may be issued from time to time under the
Plan.  The shares to be issued are subject to  adjustment  in the event of stock
dividends,  splits and other  events  that affect the number of shares of common
stock outstanding.

      The options  offered in the plan are a matter of separate  inducement  and
are in addition to any salary or other  compensation for the services of any key
employee or  consultant.  The options  granted under the plan are intended to be
either incentive stock options or non-qualified or non-statutory stock options.

      Participants will receive such options as are granted from time to time by
the Board of Directors in the form of a stock option grant. The grant will state
the vesting schedule, number of shares and price of common stock to be purchased
upon exercise of the options by the option holder.  The exercise price per share
under an option will be determined by the Board of Directors.



                                       48
<PAGE>

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
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.

                                  PPM              PPM
                                Warrants         Warrants
                               Originally     outstanding at
                                issued       December 31, 2004   Exercise price
                               -------------------------------------------------
12/03 PPM 1/2 Warrants         2,205,000        2,205,000        $1.00 per share

      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:




                                       49
<PAGE>


                                Number of Warrants  Exercise Price of Warrants
                                ------------------  --------------------------
 Blackmor Group                       100,000                  $2.00

 Restinga Capital Ltd.                660,000                  $1.00

 Foreign Consultant                   300,000                  $1.00


Recent Sales of Unregistered Securities

      On  January 4, 2004,  the  Company  issued  50,000  shares of  restricted,
unregistered common stock to Mirador Consulting,  Inc. as partial  consideration
on a 1 year consulting contract at an agreed-upon value of $50. This agreed-upon
value  was  below  the  closing  price  of the  Company's  common  stock  on the
transaction  date.  Accordingly,  the Company  recognized a charge to consulting
fees for the fair value of the underlying  common stock issued as  consideration
on this contract in the amount of $250,000.  The Company cancelled this contract
effective July 8, 2004, as no significant  services were performed subsequent to
March 31, 2004.

      On January 29,  2004,  the Company  issued  32,000  shares of  restricted,
unregistered common stock to CEOCast,  Inc. as partial consideration on a 1 year
consulting  contract.  These shares were valued at their fair value of $161,600.
The Company  cancelled  this contract  effective June 8, 2004, as no significant
services were performed subsequent to March 31, 2004.

      On February 18, 2004,  the Company  issued  500,000  shares of restricted,
unregistered  common  stock  to an  individual  as  compensation  for  a 1  year
consulting contract. These shares were valued at their fair value of $1,700,000.
The Company  cancelled this contract as no  significant  services were performed
subsequent to March 31, 2004.

      Under the terms of a consulting  agreement  entered into on March 11, 2004
between  Bidville and Capital  Resource  Alliance,  LLC ("CRA") as compensation,
Bidville became obligated to issue CRA 20,000 shares of restricted, unregistered
Bidville  common stock.  Receipt of the common stock was  contingent  upon CRA's
successful  performance  of its  services.  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.  Accordingly,  the Company is no longer obligated to issue the 20,000
shares of common stock.

      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.



                                       50
<PAGE>

Pursuant to this  consulting  agreement the Company is obligated to issue 75,000
shares of common  stock.  At  December  31,  2004 these  shares had not yet been
issued. The fair value of these shares of $112,500 has been recorded as deferred
compensation  and is being  amortized  over the terms of the contract of 1 year.
Through  December 31, 2004,  $84,375 has been charged to  operations as non-cash
stock compensation.

      On May 25, 2004 the  Company  issued the  500,000  shares of common  stock
related to the  acquisition  of 321Play,  Inc. as  described  in greater  detail
herein.

      As reported in the Company's  Form 8-K  previously  filed with the SEC, 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
was  admitted to trade on the London  Stock  Exchange  ("LSE") as an  investment
trust on September  30, 2004.  Pursuant to the Purchase  Agreement,  the Company
issued 6,315,789  shares of its common stock ("Company  Stock") to Langley for a
total value 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).  The  Company  issued the  Company  Stock to Langley
pursuant to  Regulation  S under the Act.  Langley  paid the  purchase  price by
delivering  2,587,526  Ordinary  Shares of  Langley  ("Langley  Shares")  to the
Company with a pre-determined value of one British Pound Sterling (approximately
U.S.$1.80)  per  share  (1,293,763  of these  shares  were  placed  in escrow as
discussed  below and  129,372  of these  shares  were  issued  to a third  party
pursuant to an Advisory Agreement as discussed below).

      Of the Langley  Shares  received by the Company,  fifty  percent  (50%) is
being held in escrow as Downside Price Protection (the "Langley Escrow Shares").
At the  expiration of two years,  the Langley  Escrow Shares will be released to
the Company as long as the market value of the Company's common stock on the two
year  anniversary  is the same or higher  than  $0.71 per share,  otherwise  the
Company will be required to return a portion of the Langley shares.  Pursuant to
the Purchase  Agreement,  Langley has agreed that it will not sell,  transfer or
assign any or all of the Company  Stock for a period of two years  following the
closing without the prior written  consent of the Company,  which consent may be
withheld by the Company in its sole discretion.

      To  assist  in the  transaction,  the  Company  entered  into an  Advisory
Agreement  on  July 2,  2004  with a  third  party  whereby  the  Company  shall
compensate the consultant for services rendered by issuing 315,800 shares of the
Company's  restricted  common  stock within  ninety (90) days of  executing  the
Advisory  Agreement.  In  addition,  the  consultant  is entitled to  additional
compensation  in the form of 129,372  Langley  Shares out of the total amount of
Langley Shares to which the Company is entitled.

      On August 12, 2004, the Company sold one hundred thousand (100,000) shares
of its restricted common stock to an individual investor for a purchase price of
$0.50 per share, or total proceeds of $50,000.

      On August 16, 2004, the Company  entered into a Consulting  Agreement with
Restinga Capital Ltd. ("Restinga") for a term of two (2) years, whereby Restinga
shall  assist  the  Company  in  identifying  possible  partners  and/or  merger
candidates in Europe and shall assist the Company in  establishing  its business
in Europe.  As compensation  for such services,  the Company issued Restinga six
hundred sixty thousand  (660,000)  warrants with an exercise price of one dollar
($1.00) per share. These warrants expire on June 1, 2009.

      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.



                                       51
<PAGE>

      On August 28, 2004,  options to purchase  33,333 shares of Bidville common
stock at a price of $.001  per  share  vested  for  both Mr.  Alan  Phiet  Pham,
NoBidding's   Director  of  Information   Technologies,   and  Ms.  Kim  Cullen,
NoBidding's  Director  of  Marketing,  pursuant to their  respective  Employment
Agreements  described in greater  detail  herein.  On the same date,  options to
purchase  670,000  shares of Bidville  common stock also vested for Mr.  Michael
Palandro,  President and Chief Executive Officer of the Company, pursuant to his
Executive Employment  Agreement.  On January 31, 2005, Mr. Palandro,  Ms. Cullen
and Mr. Pham,  each exercised a third of their stock options.  As a result,  the
Company issued an aggregate of 736,666 shares of restricted  common stock of the
Company (670,000;  33,333;  33,333 respectively) in connection with the exercise
of those options.

      On September 10, 2004, the Company  executed a Financing  Agreement with a
foreign individual as discussed in greater detail herein. In connection with the
agreement,  the Company issued three hundred  thousand  (300,000)  shares of its
restricted  common stock, as well as three hundred thousand  (300,000)  warrants
with an exercise price of one dollar  ($1.00).  The warrants expire on September
9, 2007.

      On December 13, 2004,  the Company  issued  140,625  shares of  restricted
common  stock of the Company to a  consultant,  together  with a cash payment of
$25,000, for services rendered to the Company under a consulting agreement.  The
issuance and payment was in satisfaction of all monies owed by the Company under
the agreement and it has thereby been cancelled effective December 13, 2004.

      On December 28, 2004, the Company  executed a convertible  promissory note
("Note")  with a foreign  entity in the principal  amount of $135,000.  The note
accrues  interest  at a rate of ten  percent  (10%)  per annum  and  matures  on
December 31, 2005. The Note may, at the option of the Company, be converted into
and the Note  holder  shall  receive in lieu of payment of the  indebtedness,  a
number  of  shares  of the  Company's  common  stock  equal to  quotient  of the
outstanding  principal  amount plus  interest  divided by a price of fifty cents
($.50) per share.  The Company has the right to force conversion of the Note, at
a price of $.50 per share, if the Company's  common stock trades above $1.50 for
five  consecutive  days,  or the note  holder will lost the right to convert the
note to common shares after  receiving a 7 day advance  notice to the holder and
the holder does not convert.

      The  Company  realized  net  proceeds  from  the  issuance  of the Note of
approximately  $135,000 in connection with a consulting agreement dated December
10, 2004 between the Company and a foreign individual.

      The shares of common stock described above and the convertible  promissory
Note were issued in private placement  transactions exempt from the registration
requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2)
and Rule  506  thereunder,  as an  issuer  transaction  not  involving  a public
offering,  and pursuant to Regulation S. In relying upon these  exemptions,  the
Company  considered  the fact  that the  issuance  of the  Note  and  shares  of
restricted  common stock were being made to foreign  investors that qualified as
non-U.S.  Person(s)  within the meaning of Rule 902, who acquired the securities
in an  offshore  transaction,  and  who had  been  provided  publicly  available
information  about  the  Company  and/or   alternatively,   investors  who  were
accredited  investors  as defined in  Regulation  D of the  Securities  Act. The
securities, which were taken for investment purposes, are subject to appropriate
transfer restrictions and restrictive legends.


Item 6. Management's Discussion and Analysis

Forward-looking Statements

This report contains statements that involve  expectations,  plans or intentions
(such as those relating to future business or financial results, new features or
services,  or management  strategies).  These statements are forward-looking and
are subject to risks and  uncertainties,  so actual results may vary materially.
You can  identify  these  forward-looking  statements  by words  such as  "may,"
"will,"  "should,"  "expect,"  "anticipate,"  "believe,"  "estimate,"  "intend,"
"plan" and other similar  expressions.  You should consider our  forward-looking
statements  in light of the risks  discussed  under the heading  "Risk  Factors"
herein, as well as our consolidated financial statements, related notes, and the
other  financial  information  appearing  elsewhere in this report and our other
filings with the Securities and Exchange Commission.  We assume no obligation to
update any forward-looking statements.



                                       52
<PAGE>

      The following Management's  Discussion and Analysis of Financial Condition
and Results of Operations  should be read in conjunction  with the  consolidated
financial  statements  and the  related  notes  that  appear  elsewhere  in this
document.

General

      Bidville,  Inc.'s wholly-owned subsidiary,  NoBidding, Inc. ("NoBidding"),
was  founded in 1999 in order to  capitalize  on the growing  Internet  commerce
marketplace. 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.
NoBidding was the only  wholly-owned  operating  subsidiary of the Company after
effecting the Agreement.

      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.

      In the year ended December 31, 2004, we generated $91,891 in revenues.  As
of December 31, 2004, we generated cumulative losses of $48,638,354 . 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,  seller  storefronts  opened and associated  storefront  activity.  In
addition,  we  routinely  monitor  other  sources  of  information,  such as our
proprietary  message  boards and help forums.  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.



                                       53
<PAGE>

      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,  category items  management,  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  2005,  which  will  result
primarily  from  continued  increases in membership and seller item listings for
both auction and fixed price selling formats on the website,  the implementation
of storefront  functionality  in November 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.

      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 2005 fiscal year. In addition,
we intend to continue pursuing suitable acquisitions and affiliate  partnerships
for the Company in the near future. Whenever possible,  consideration supporting
any such  acquisitions and or partnership  affiliations  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,
with  particular   emphasis  on  database   management  and  increased  control,
scalability and applications efficiency.

      As of March 31, 2005, 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  continues  to be  derived  from
sellers located in Canada (0.8% of total revenues),  with the remainder (0.2% of
total  revenues)  attributable  to  sellers  located in  approximately  35 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 Period  Beginning  January 1, 2004 and Ending
December 31, 2004.

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, 2004 - December 31, 2004.

Net Revenue Recognition

      Through April 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:



                                       54
<PAGE>

      (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,   without   being   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.

      Credits existing in a seller's account at the end of a billing period were
used to  offset  any  Enhancement  fees the  seller  may have  incurred  in that
particular  month. If the total amount of Enhancement  fees a seller incurred in
one  month  was  greater  than the  total  amount of  credits  that  seller  had
accumulated  in their  account up to that time,  then the seller was 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 were "rolled
over"  into the next  month and did not  expire.  Sellers  could  also  purchase
additional credits, beyond the monthly amount of credits they were granted under
their membership, at any time through the website, using a credit card to charge
the dollar amount of the amount of credit the seller wanted to purchase.

      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 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 were first
paid with any  credits  that  existed  in a  seller's  account at the end of the
billing period.  The Company  received cash from the seller for enhancement fees
in instances where a seller (such as an active seller,  for example)  incurred 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  generated
actual cash income for the Company. A significant portion of the fees "paid" for
enhancements  were charged against credits granted to members as a part of their
membership and included in their monthly membership fee, at no additional charge
to the member.

      Revenue  recognition  changed  during 2004 as the  Company  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 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
FSF structure on February 1, 2004, the last date on which  membership  fees were
collected from (and respective credits issued to) such grandfathered sellers was
April 30, 2004. After such date,  sellers were only able to receive credits from
the Company without actually paying for them under specific promotional programs
the  Company  implements  for short  periods of time  geared  towards  growing a
community of registered  users,  at various  times as determined by  management.
These  credits  cannot be used  against  FSF a seller  may incur.  In  addition,
grandfathered members were not required to pay FSF until August 1, 2004.



                                       55
<PAGE>

      Effective   February  1,  2004,  in  accordance  with  the  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

      Storefront Fees

      Effective during November 2004, the Company initiated a Storefront program
for its  sellers.  Sellers  have the option to  purchase a  Storefront  from the
Company for a flat $5 monthly fee.  Included in the  Storefront  is an inventory
tracking  system and unlimited  listings of the seller's  items.  A trial period
began during November 2004 and ended on December 31, 2004.  Beginning in January
2005,  the  monthly  fee of $5 is  accrued on the first day of the month for all
existing  storefronts and is billed under the billing cycle described below. Any
Storefronts opened during a respective month results in a prorated charge of the
monthly storefront fee.

      Enhancement Fees

      Sellers have the option of adding features to their auction and Storefront
listings to increase  visibility  and improve  appearance  to potential  buyers.
These added  features are charged in the form of  "Enhancement  Fees," which are
charged according to the billing cycle described 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,  on the Bidville  website it is very clear
which  services  are  optional.  If a  seller  chooses  not to use any of  these
services, they can bypass this section on the initial listing form and there are
no charges to the seller's account until the item successfully sells.

      Bidville Credit

      Bidville Credit  represents  credits issued to and/or purchased by sellers
who were grandfathered 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 the
Bidville  website.  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.



                                       56
<PAGE>

      Payment of Fees

      Once a seller has verified their membership, the Company will have a valid
credit card or checking  account  from that seller on file.  This credit card or
checking  account  will be used for  routine  payment of any  optional  fees the
seller  may  have  accumulated.  The  Company  notifies  a  seller  of any  fees
associated with the respective seller's account twice per month via email to the
address on file with the Company.

      Billing Cycles

      FSF's,  Storefront  fees, and Enhancement  fees are billed to sellers on a
twice-monthly  basis.  Invoices  are  generated  on the 10th and 25th day of the
respective month, and actual billing occurs five days after the invoice date. If
a seller has a credit  card on file with the  Company,  that credit card will be
charged the total amount  invoiced during the respective  billing  period.  If a
seller has a checking  account on file with the Company,  that checking  account
will be charged the total amount invoiced during the respective  billing period.
If a seller does not wish to use a credit  card or  checking  account to pay for
their  charges,  that  seller can make  other  arrangements  with the  Company's
customer service department. If a seller's account with the Company is less than
$1.00 at the end of any billing  cycle,  the balance due is carried  over to the
next billing cycle.

      In addition to the billing cycles described above, if at any point in time
a seller's  account for  optional  Enhancement  fees is equal to or greater than
$10, then that amount is invoiced and charged immediately to that seller.

Net Revenues

      Compared with the prior  recognized  reporting  periods ended December 31,
2003 average  monthly  membership  and  enhancement  fee revenues for the period
ended  December  31, 2004 showed a notable  increase in average  dollar  volume.
Average membership and enhancement fee revenues totaled approximately $4,113 per
month for the period between  January 1, 2003 and December 31, 2003, as compared
to an average of $7,657 per month from January 1 through  December 31, 2004. The
modest  increase in membership and enhancement fee revenues can be attributed to
our website and operational restructuring conducted during the fiscal year ended
December  31,  2004,  in  preparation  for the  level of  marketing/advertising/
branding launch planned for 2005.

      The pro rata  increase in net  revenues  from  $45,627 for the  recognized
periods of operation  from January 1 through  December 31, 2003,  to $91,891 for
the current  fiscal year ended  December 31, 2004, was also primarily the result
of our website and  operational  restructuring,  as well as  anticipation of our
planned  marketing/advertising/branding launch. In particular, such increase was
due  to the  interest  and  attention  such  changes  and  preparations  created
throughout our current member and auction marketplace community at large.

      Furthermore,  the average number of confirmed registered members increased
from  58,299 to 71,039  during the  fiscal  period  between  January 1, 2003 and
ending  December 31, 2003, an increase of 21.9%.  For the fiscal period  between
January  1,  2004 and  December  31,  2004,  the  number of  registered  members
increased to 864,719  members,  a 1,117.2% The  increase in  registered  members
reflects a substantial  overall  growth,  however,  it also reflects a growth in
registered  users per day each  month  from an  average of 35 per day during the
fiscal year ended  December 31, 2003,  to an average of 2,174 per day during the
fiscal year ended  December 31, 2004,  representing  a 6,114.3%  increase in new
daily registered members.

      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.



                                       57
<PAGE>

We have been able to implement tracking software and increase system programming
sophistication enough to determine certain activities taking place on Bidville's
website at any given time,  which include but not limited to: Hits,  Page views,
average  time on spent on the website  per user,  Point of access to the website
and Simultaneous users on the site at once. >From the fiscal year ended December
31, 2003 to December 31, 2004 hits to the website increased from 111,118 per day
to over 1 million per day; and page views  increased from 30,000 per day to over
300,000 per day and visitors to Bidville's  website increased from 1,000 per day
to over 33,000 per day. These notable  increases in site activities are a direct
result of the  effectiveness  of Bidville's  marketing  and branding  activities
directed toward Bidville growing member community as well as the growing auction
e-commerce community in general.

      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.  The number of items  listed on  Bidville.com  at
December 31, 2004  increased to 2,977,438  representing  a 137.2%  increase from
December 31, 2003.  The  increase in items  listed  daily can be  accredited  to
continued  diversification  of the landscape of  merchandise  listed for sale at
auction or fixed  price  format on  Bidville's  website in the 22 main  category
listings comprising 7,269 sub-categories.

Operating Expenses

Selling, General and Administrative

      Between  January  1,  2003 and  August  25,  2003,  selling,  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 $22,264,500 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 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 the  financial
statements  included  in this Form  10-KSB for a  description  of the  important
provisions  of  each   agreement  and  the  Exhibits   attached   hereto  and/or
incorporated herein for the text of these agreements.

      During  the  year  ended   December   31,  2004,   selling,   general  and
administrative  expenses amounted to an aggregate of $5,305,689  attributable to
professional  fees,  depreciation,  and other  operating  expenses.  General and
administrative  expenses  included  $3,640,538 for non-cash  stock  compensation
expense related to common stock issuances in lieu of cash for services.  See the
financial  statements  included  in this Form  10-KSB for a  description  of the
important  provisions of each agreement and the Exhibits  attached hereto and/or
incorporated herein for 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.  Expenditures for the fiscal year ended December 31, 2004 included an
increase in general and  administrative  compensation  totaling  $486,936.  This
increase  is in part due to  staffing  increases  to  thirteen  (13)  full  time
employees  including  the hiring of a Chief  Financial  Officer for the Company.
This  increase  in  expenses  was  necessary  in order to obtain  the  full-time
services  of a  full-time  professional  staff,  although  hiring of  additional
employees to fill key positions is planned as necessary for 2005.



                                       58
<PAGE>

      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.  Professional advisory expenditures for the fiscal year ended December 31,
2004 totaled $235,599 and were related to securing external  professional advice
to guide the Company though continued  periods of growth, in lieu of the need to
hire full or part time  employees  to  accommodate  the  Company's  professional
business advisory needs.

      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 2005.

Stockholders' Equity

      Stockholders'  equity  (deficit) was ($1,010,328) as of December 31, 2004,
compared  to  $1,917,103  as of December  31,  2003.  During the  periods  ended
December 31, 2004 and 2003, the Company  issued shares of its restricted  common
stock to consultants as compensation  under their respective  agreements.  For a
detailed description of each agreement refer to the financial statements and the
notes thereto in this Form 10-KSB.

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.



                                       59
<PAGE>

      Subsequent to December 31, 2003, Management  re-evaluated the treatment of
the transaction and in an abundance of caution,  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 it took a
conservative  approach in valuing the  transactions  and that such expenses were
necessary  in order for the Company to raise the capital  needed to initiate its
plan of expansion.

      During the year ended December 31, 2004, the Company  generated a negative
cash flow of  approximately  $1,907,491,  generated  primarily  through  capital
equipment  acquisition  costs and  operational  expenses  related to selling and
general and administrative expenses as described above.

Commitments and Contingencies

      The contractual  obligations discussed in great detail in the notes to the
financial  statements  included in this Form 10-KSB,  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. Compensation is generally in the form of either cash or securities and
it is anticipated that the source of funds for such future  expenditures will be
either  revenues  generated by the Company or proceeds from future  offerings of
securities.

Consulting and Employment Agreements

      At our last fiscal year end,  December  31,  2003,  we employed  three (3)
persons.  As of December 31, 2004, the Company  employs eleven (11) persons.  We
plan to employ  additional  personnel  as needed and do not  expect  significant
changes in the number of employees in fiscal 2005.


Item 7 - Index to Financial Statements

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






                                       60
<PAGE>

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

      On  August 3,  2004,  Bidville  received  a letter  from its then  current
auditor, S.W. Hatfield,  CPA ("Hatfield"),  stating that it was 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 accountant to Berkovits,  Lago & Company,
LLP (BL & Co),  effective August 5, 2004.  Subsequently,  Hatfield re-issued its
audit report for the Company's audited financial  statements for the fiscal year
ended December 31, 2003, which were included in the Form 10-KSB/A filed with the
SEC on October 1, 2004.

      During the period from  February  28, 2001 to August 2, 2004 there were no
disagreements with Hatfield on any matter of accounting principles or practices,
financial   statement   disclosure  or  auditing   scope  or  procedure,   which
disagreements,  if not  resolved to the  satisfaction  of  Hatfield,  would have
caused  Hatfield to make reference to the subject matter of the  disagreement in
connection  with its  report,  except as  disclosed  in the  Company's  previous
filings with the SEC.

      On October 13, 2004, the management of the Company  determined that it was
in the  best  interests  of the  Company  to  dismiss  BL & Co as its  principal
independent  accountant.  On October 14,  2004,  the Board of  Directors  of the
Company  dismissed BL & Co and  authorized  the  appointment  of Stark,  Winter,
Schenkein  &  Co.,  LLP  (SWS  & Co)  as  the  Company's  principal  independent
accountant.  SWS & Co accepted such  engagement on October 19, 2004, and on such
date,  the Company filed a Current  Report on Form 8-K reporting  this event and
its change in accountant.  SWS & Co has performed  auditing and review  services
since the first quarter ended March 31, 2004.

      During the period from August 5, 2004 through October 13, 2004, there were
no  disagreements  between the  Company and BL & Co on any matter of  accounting
principles or practices,  financial  statement  disclosure or auditing  scope or
procedure  which,  if not  resolved to the  satisfaction  of BL & Co, would have
caused BL & Co to make  reference to the matter in its reports on the  Company's
financial statements.  During the period from August 5, 2004 through October 13,
2004,   there  were  no  reportable   events  as  the  term  described  in  Item
304(a)(1)(iv) of Regulation S-B.


      Item 8A - Controls and Procedures

      We maintain and are currently  undertaking  actions to improve  disclosure
controls  and  procedures  designed  to ensure that  information  required to be
disclosed  in  reports  filed  under the  Securities  Exchange  Act of 1934,  as
amended,  is recorded,  processed,  summarized and reported within the specified
time  periods.  As of  the  end  of the  period  covered  by  this  report,  the
Corporation's  Chief  Executive  Officer and Chief  Financial  Officer ("CEO and
CFO") evaluated the effectiveness of the Corporation's  disclosure  controls and
procedures. Based on the evaluation, our CEO and CFO have discovered a potential
material  weakness in our disclosure  controls as they relate to contract review
and  authorization  and the  authorization of the issuance of equity  securities
included in these  agreements.  Our CEO and CFO believe that the  weaknesses did
not affect the disclosure in our annual or quarterly reports due to controls put
in place  during the current  quarter  and  compensating  controls,  such as the
detailed  review of these areas  subsequent to the time at which the  agreements
were  entered  into and  during  the  preparation  of our  quarterly  and annual
reports.



                                       61
<PAGE>

      These  weaknesses  are  currently  being  addressed  and the  actions  are
currently being taken to improve our disclosure  controls and procedures and our
CEO and CFO concluded that our disclosure controls and procedures, combined with
compensating  controls are effective as of the end of the period covered by this
report in that  information  required  to be  disclosed  in this  10KSB has been
recorded,  processed,  summarized  and reported  within the current fiscal year.
Although there was a change in our disclosure controls and procedures during the
quarter,  there were no changes in our internal control over financial reporting
that  occurred  during  our most  recent  fiscal  quarter  that have  materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.

      The following is summary of the weaknesses and deficiencies that have been
identified and addressed:

      o  Deficiencies  related  to the  documentation,  review and  approval  of
      certain consulting agreements.  At our most recent year end, we identified
      deficiencies in controls related to documentation,  review and approval of
      consulting   agreements  and  stock  based  expenses  related  to  certain
      agreements,  such deficiencies  primarily  resulted in agreements that may
      have provided significant compensation in excess of the services provided.
      In addition,  these  deficiencies  resulted in difficulties for accounting
      personnel  to properly  classify the expenses  during the  preparation  of
      quarterly reports.

      o Potential  deficiencies related to the internal control environment.  We
      have  determined  that  for the  year  ended  December  31,  2003  and the
      quarterly  periods  ended March 31, 2004,  June 30, 2004 and September 30,
      2004, that a subsequent review of these internal controls may find that we
      incurred  deficiencies  due  to  inadequate  staffing  in  our  accounting
      department,  the  control of  corporate  records  and bank  accounts  at a
      location  other  than  the  Corporate  Headquarters,  and  the  lack  of a
      full-time  CFO. A full-time CFO was appointed by the Board of Directors on
      November  17,  2004  and   corporate   records  and  bank   accounts  were
      subsequently  transferred to the Corporate Headquarters at the approval of
      the Company's Board of Directors.

      As a result of the findings above,  we have  implemented and will continue
to implement the following actions:

      o We have established a Code of Ethics.

      o We  have  appointed  a  full-time  CFO to  support  the  preparation  of
      financial statements and reports to be filed with the SEC.

      o We are  establishing  procedures to improve our review and processing of
      non-accounting documentation and contracts.

      o We  intend to  engage  additional  outside  consultants  to  advise  our
      management on additional enhancements to our internal controls.

      Our management is committed to a sound internal  control  environment.  We
have  committed   considerable  resources  to  the  aforementioned  reviews  and
remedies.  We believe that we have addressed the issues identified above, and we
believe  that we are in the  process of further  improving  our  infrastructure,
personnel,  processes  and  controls  to help ensure that we are able to produce
accurate disclosures and financial statements on a timely basis.


ITEM 8B - Other Information

None.



                                       62
<PAGE>

                                    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 (2)
  ------------------------------------------------------------------------------
  Gerald C. Parker (1)      62   Chairman
  Michael Palandro (1)      57   Chief Executive Officer, President and Director
  Stephen C. Gingrich (1)   36   Chief Financial Officer and Director
  Robert W. Pearce (1)      54   Corporate Secretary and Director
  C. John Dewey (1)         54   Director

(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)   Dr. Edward  Orlando  served as a director of the Company for twelve months
      under a consulting  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 and was not renewed by the Company.

Family Relationships

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

Business Experience

      Gerald C. Parker, age 62, 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.



                                       63
<PAGE>

      Michael  Palandro,  age 57, 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
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 54, is our Secretary,  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.

      Stephen C. Gingrich,  age 36, is a Certified Public Accountant with nearly
15 years of  experience  in  entrepreneurial  industry  and public  and  private
accounting.  Prior to joining Bidville,  Mr. Gingrich was an Accounting  Manager
with Accounting  Consultants in St.  Petersburg,  Florida,  focusing on business
valuations and due diligence engagements. From April 2000 through December 2003,
Mr.  Gingrich  was  the  Controller  of  ISL  Media,  an  innovative  electronic
interactive  media  group  promoting  travel and tourism  throughout  the United
States.  During the period April 1997 through March 2000,  Mr.  Gingrich was the
Corporate  Controller and the Business Development Manager on the east coast for
Brandenburg  Industrial Service Company,  one of the nation's largest demolition
contractors,  headquartered  in  Chicago,  Illinois.  Mr.  Gingrich  received  a
Bachelor's in Business  Administration  in Accounting from Temple  University in
1991.



                                       64
<PAGE>

      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  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 34, was a member of the Board of Directors until
August 24, 2004.  Dr.  Edward  Orlando is 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.



                                       65
<PAGE>

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.

Conflicts of Interest

      None of the officers or directors of Bidville other than Michael Palandro,
the Company's Chief Executive  Officer,  and Stephen C. Gingrich,  the Company's
Chief  Financial  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.

      Gerald C. Parker presently owns 54.75% of St. James Investment Group, Inc.
and 37% 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.



                                       66
<PAGE>

Code of Ethics

      On March 15, 2005, the Board of Directors of the Company adopted a Code of
Ethics  ("Code")  that applies to the  Company's  principal  executive  officer,
principal  financial officer,  principal  accounting  officer or controller,  or
persons performing similar functions.  The Code is filed as Exhibit 14.1 to this
Form     10-KSB     and     posted    on    the     Company's     website     at
http://www.bidville.com/community/InvestorRelation/code_ethic.html  The  Company
intends to satisfy the disclosure requirement under Item 10 of Form 8-K relating
to amendments to or waivers from any provision of its Code of Conduct and Ethics
applicable to Chief Executive  Officer,  Chief  Financial  Officer and principal
accounting  officer by posting this  information  on the Company's web site. The
Company will also provide to any person without charge,  upon request, a copy of
the Code.  Any such request must be made in writing to the Company,  c/o Stephen
Gingrich, 601 Cleveland Street, Suite 120, Clearwater, Florida 33755.



                                       67
<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,          2002   $      0
Chairman
                           2003   $      0   $ 50,000 (2)

                           2004   $143,750   $ 20,000 (4)  $ 12,500             $250,000


Michael Palandro,          2002   $      0
President, CEO
and Director               2003   $ 40,000                                      $ 20,063

                           2004   $120,000   $ 20,000 (4)  $ 49,747


Stephen C. Gingrich,       2004   $ 17,250                                      $  1,389
CFO and Director

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

                           2004   $      0


Edward Orlando,            2002   $  3,538
Director (3)
                           2003   $      0

                           2004   $      0


C. John Dewey,             2002   $      0
Director
                           2003   $      0

                           2004 $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.

(3)   Mr.  Orlando was a director  pursuant to a one-year  Consulting  Agreement
      dated August 24, 2003.  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. (See "Certain  Relationships and Related
      Transactions")

(4)   Mr. Parker and Mr. Palandro  achieved a performance bonus during 2004 that
      was accrued but not paid as of December 31, 2004.



Item 11 - Security Ownership of Certain Beneficial Owners and Management

      The following table sets forth information as of March 18, 2005, 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.



                                       68
<PAGE>

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

Gerald C. Parker                 Common      10,646,050(2)          26.8%(2)

Michael Palandro                 Common         670,000(3)           1.7%(3)

Robert W. Pearce                 Common               0                0%

Stephen C. Gingrich              Common               0                0%

Edward Orlando(4)                Common       2,626,900              6.6%

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

All Executive Officers and       Common      13,942,950             35.1%
Directors as a Group
(Five (5) persons)

Royal Palm Capital Group, Inc.   Common       9,036,050(2)          22.7%(2)

Langley Park Investments, Plc    Common       6,315,789             15.9%

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

* Percentage is based upon 39,758,887  shares issued and outstanding as of March
18, 2005.

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

(2)   Gerald C. Parker owns 54.75% of St. James Investment  Group,  Inc. and 37%
      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.

(3)   On  August  29,  2004,  options  to  purchase  670,000  shares  vested  in
      accordance with Mr. Palandro's  employment  agreement.  These options were
      exercised on January 31, 2005.

(4)   As of August 24, 2004, Dr. Orlando is no longer a Director of the Company.


Executive Employment Agreements

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

      The Company presently has employment agreements with its Chairman,  Gerald
C. Parker, and its 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 Bidville 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 these options
were  exercised  on January 31, 2005.  On January 12, 2005,  options to purchase
333,333 shares vested in accordance with Mr. Parker's  employment  agreement and
as of the date of this report, none have been exercised.



                                       69
<PAGE>

      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  also  entered into an  employment  agreement  with Stephen C.
Gingrich,  its Chief Financial Officer, on November 17, 2004 for a term of three
years. Under the terms of the agreement,  Mr. Gingrich is entitled to receive an
annual salary of $65,000 and options to purchase 250,000 shares of the Company's
common  stock at an  exercise  price  of $.36  per  share,  vesting  equally  in
one-third increments over a three-year period beginning September 26, 2005.

      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.

      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;

      (c) 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;

      (d) Additional incentive compensation,  if any, shall be at the discretion
      of the Board of Directors.

      On March 11, 2005, the Board of Directors of the Company  determined  that
it was in the  best  interests  of the  Company  to  terminate  this  Employment
Agreement.  As of the date of this  filing,  no formal legal action has yet been
taken.



                                       70
<PAGE>

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  provided  certain  management  consulting  services  to the Company and
retained 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
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  Chairman of the Board of  Directors  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.

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

      During the fiscal year ended December 31, 2004, the Company repaid $73,297
in debt to a significant shareholder.



                                       71
<PAGE>

      On March 14, 2005, and effective  October 1, 2004, the Company  executed a
Consulting  Agreement  with St. James  ("Consultant"),  whereby  Consultant  has
provided and shall continue to provide financial,  acquisition,  strategic,  and
business  planning  and  consulting  services  to the  Company.  The term of the
agreement shall continue for a period of three (3) years from the effective date
("Primary Term") and shall be automatically extended for additional two (2) year
periods ("Renewal Term"),  unless either party gives the other written notice of
non-renewal  at least  ninety (90) days prior to the  expiration  of the Primary
Term or Renewal Term then in effect.  The agreement may not be terminated in the
first year of the Primary Term and after such time,  either party may  terminate
the  agreement  by giving to the other  ninety (90) days  written  notice at the
other party's address of record. In the event of termination of the Agreement by
the Company during the Primary Term,  Consultant  shall be entitled to a payment
equal to twelve (12) months of the  then-current  consulting  fee  ("Termination
Amount").  Any  payments,  expenses,  or fees due to  Consultant  at the time of
termination,  in addition to the Termination  Amount, must be paid to Consultant
within ninety (90) days of the date of termination, unless mutually agreed to by
the  Parties.  As  consideration  for  the  services,  the  Company  will  pay a
consulting fee in the amount of Fifteen Thousand Dollars ($15,000) per month for
the first year the agreement is in effect and Twenty Thousand Dollars  ($20,000)
per month for thereafter.


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.

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.



                                       72
<PAGE>

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).

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).

10.28    [12]     Executive  Employment  Agreement  between  Bidville,  Inc. and
                  Stephen C. Gingrich.

10.29    *        Consulting  Agreement  between  Bidville,  Inc.  and St. James
                  Investment Group, Inc.

10.30    *        Bidville, Inc. 2004 Stock Incentive Plan.

14.1     *        Code  of  Ethics  for  Chief  Executive   Officer  and  Senior
                  Financial Officers.

16.1     [10]     Letter  from  S.W.  Hatfield,   C.P.A.,  Item  304  (a)(3)  of
                  Regulation S-B.

16.1     [11]     Letter from Berkovits, Lago & Company, LLP, Item 304 (a)(3) of
                  Regulation S-B.

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

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



                                       73
<PAGE>

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.

99.1     [13]     Press release dated December 16, 2004.


----------

*        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.

[10]     Incorporated  herein by reference to the  Company's  Current  Report on
         Form 8-K, filed August 9, 2004.

[11]     Incorporated  herein by reference to the  Company's  Current  Report on
         Form 8-K, filed October 19, 2004.

[12]     Incorporated  herein by reference to the  Company's  Current  Report on
         Form 8-K, filed November 19, 2004.

[13]     Incorporated  herein by reference to the  Company's  Current  Report on
         Form 8-K, filed December 17, 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."



                                       74
<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 Company'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.

      A report on Form 8-K was filed on October  19,  2004,  reporting  that the
      Company  had  determined  that it was in its best  interest to dismiss its
      current auditor and appointed a new principal independent accountant.

      A report  on Form 8-K was  filed on  November  19,  2004,  as  amended  on
      November 23, 2004,  reporting  that Stephen C.  Gingrich was  appointed to
      serve as Chief Financial  Officer of the Company for a term of three years
      and as a member of the Company's Board of Directors.

      A report on Form 8-K was filed on December  17,  2004,  reporting  that on
      December 16, 2004, the Company issued a press release  announcing  that it
      had been  selected  to be  profiled  on  Business & Beyond,  a  nationally
      televised show airing on CNN Headline News.

Item 14. Principal Accountant Fees and Services

      The Company  paid or accrued the  following  fees during the fiscal  years
ended December 31, 2004 and 2003 to its principal  accountants,  Stark,  Winter,
Schenkein & Co., LLP in 2004,  Berkovits,  Lago & Company,  LLP in 2004 and S.W.
Hatfield, C.P.A. in 2004 and 2003.


                         Year Ended
                        December 31,
                     -----------------
                       2004      2003
                     -----------------
Audit Fees           $58,812   $62,978
Audit-Related Fees      --        --
Tax Fees             $ 3,650      --
All Other Fees          --        --

Total                $62,462   $62,978
--------------------------------------

      "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.

      The Registrant's Board of Directors accepted S. W. Hatfield's  resignation
on August 5, 2004 and approved the appointment of Berkovits, Lago & Company, LLP
as its certifying  accountants  on August 5, 2004. S. W. Hatfield,  CPA, did not
perform any  non-audit  services for Bidville in the fiscal year ended  December
31, 2003.




                                       75
<PAGE>

      On October 13, 2004, the management of Bidville  determined that it was in
the best interests of the Company to dismiss Berkovits,  Lago & Company, LLP (BL
& Co) as its principal independent accountant. On October 14, 2004, the Board of
Directors  of the  Registrant  dismissed  BL & Co. BL & Co did not  perform  any
non-audit  services  for  Bidville in either the fiscal year ended  December 31,
2004 or the fiscal year ended December 31, 2003.

      On October 14, 2004, the Board of Directors of the Registrant dismissed BL
& Co and authorized the appointment of Stark, Winter,  Schenkein & Co., LLP (SWS
& Co) as the Company's principal independent accountant.  SWS & Co accepted such
engagement on October 19, 2004. SWS & Co did not perform any non-audit  services
for  Bidville  in either the fiscal year ended  December  31, 2004 or the fiscal
year ended December 31, 2003.

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

      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.

      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, 2004,  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, 2004,  for filing
with the  Securities  and  Exchange  Commission.  The Board  also  approved  the
reappointment of SWS & Co as independent auditors.



                                       76
<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  annual  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.


Date: April 14, 2005

By:

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


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


     /s/ Stephen C. Gingrich
     ------------------------------------------------
     Stephen C. Gingrich, CFO and Director


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


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


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



Date: April 14, 2005

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


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


     /s/ Stephen C. Gingrich
     ------------------------------------------------
     Stephen C. Gingrich, CFO and Director


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


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




                                       77
<PAGE>



                                 BIDVILLE, INC.

                          INDEX TO FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                        ----

<S>                                                                                     <C>
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS                               F-1

FINANCIAL STATEMENTS

   Consolidated Balance Sheet as of December 31, 2004                                   F-3

   Consolidated Statements of Operations
     For the year ended December 31, 2004 and
     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) F-5

   Consolidated Statement of Changes in Stockholders' (Deficit)
     for the year ended December 31, 2004, and
     for the periods ended December 31 2003, and August 25, 2003                        F-7

   Consolidated Statements of Cash Flows
     For the year ended December 31, 2004, and
     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) F-8

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


                                       F-1



<PAGE>

                        Letterhead of S. W. Hatfield, CPA

             Report of Independent Registered Public Accounting Firm


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

We have audited the accompanying 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 and the period from
January 1, 2003 through August 25, 2003, respectively, of Bidville, Inc.
(formerly American Recreational Enterprises, Inc.) (Company) (a Nevada
corporation) and Subsidiary (a New Jersey corporation). These consolidated
financial statements are the sole responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit 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. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
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 audit provides a reasonable basis for our
opinion.

In our opinion, the restated consolidated financial statements referred to above
present fairly, in all material respects, the results of the restated
consolidated operations and cash flows of Bidville, Inc. and Subsidiary for the
period from August 26, 2003 through December 31, 2003 and for the period from
January 1, 2003 through August 25, 2003, 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 had not been disclosed. Management updated these
disclosures and we reissued our audit report on these revised financial
statements on May 5, 2004.

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-2
<PAGE>




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Stockholders and Board of Directors
Bidville, Inc.

We have audited the accompanying consolidated balance sheet of Bidville, Inc. as
of December 31, 2004, and the related consolidated statements of operations,
stockholders' (deficit) and cash flows for the year ended December 31, 2004.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bidville, Inc. as of December
31, 2004, and results of its operations and its cash flows for the year ended
December 31, 2004, in conformity with accounting principles generally accepted
in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has incurred significant losses from
operations and has working capital and stockholder deficiencies. These factors
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to this matter are also discussed in Note
3. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.


Stark Winter Schenkein & Co., LLP

/s/Stark Winter Schenkein & Co., LLP


Denver, Colorado
March 25, 2005



                                      F-3
<PAGE>

                                 Bidville, Inc.
                           Consolidated Balance Sheet
                               December 31, 2004

                                 ASSETS

Current assets:
  Cash                                                             $    145,815
  Accounts receivable                                                    34,091
  Due from affiliated parties                                            10,420
  Other current assets                                                   78,156
                                                                   ------------
      Total current assets                                              268,482
                                                                   ------------

Property and equipment, net                                              69,641
                                                                   ------------

                                                                   $    338,123

             LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable                                                 $    174,931
  Net liabilities of discontinued operations                            953,520
  Convertible debentures                                                135,000
  Accrued expenses                                                       85,000
                                                                   ------------
      Total current liabilities                                       1,348,451
                                                                   ------------

Stockholders' (Deficit):
  Common stock, $.001 par value, 200,000,000
   shares authorized, 39,024,221 shares
   issued and outstanding                                                39,024
  Additional paid-in capital                                         46,081,477
  Deferred compensation                                                (492,475)
  Accumulated (deficit)                                             (46,638,354)
                                                                   ------------
                                                                     (1,010,328)
                                                                   $    338,123

See the accompanying  notes to the consolidated financial statements.



                                      F-4
<PAGE>

                                 Bidville, Inc.
                      Consolidated Statements of Operations
       Year Ended December 31, 2004, and Periods from August 26, 2003, to
           December 31, 2003, and January 1, 2003, to August 25, 2003

<TABLE>
<CAPTION>
                                                                                       August 26, 2003    January 1, 2003
                                                                      Year Ended             to                to
                                                                   December 31, 2004  December 31, 2003   August 25, 2003
                                                                   -----------------  -----------------   ---------------
<S>                                                                <C>                <C>                 <C>
Revenue:
  Sales                                                            $          91,891  $          15,604   $        30,023
  Cost of sales                                                              221,505             42,046            18,426
                                                                   -----------------  -----------------   ---------------
                                                                            (129,614)           (26,442)           11,597
                                                                   -----------------  -----------------   ---------------

Operating expenses:
 Non-cash stock compensation                                               3,640,538         38,130,800              --
 Selling, general and administrative                                       1,665,151            218,655            31,304
                                                                   -----------------  -----------------   ---------------
                                                                           5,305,689         38,349,455            31,304
                                                                   -----------------  -----------------   ---------------

(Loss) from operations                                                    (5,435,303)       (38,375,897)          (19,707)
                                                                   -----------------  -----------------   ---------------

Other income (expense):
 Interest income                                                               1,572               --               --
 Loss on asset impairment and purchased research and development            (980,651)              --               --
                                                                   -----------------  -----------------   ---------------
                                                                            (979,079)              --               --
                                                                   -----------------  -----------------   ---------------
(Loss) from continuing operations                                         (6,414,382)       (38,375,897)          (19,707)

Discontinued operations:
 (Loss) from the discontinuance of operations                               (894,555)              --               --
 (Loss) from operations of discontinued subsidiary                          (953,520)              --               --
                                                                   -----------------  -----------------   ---------------
Net income (loss) before income taxes                                     (8,262,457)       (38,375,897)          (19,707)

Income taxes                                                                    --                 --                --
                                                                   -----------------  -----------------   ---------------

Net income (loss)                                                  $      (8,262,457) $     (38,375,897)  $       (19,707)
                                                                   =================  =================   ===============


Per share information - basic and fully diluted

Continuing operations                                              $      (0.19)      $      (1.51)       $       --
Discontinued operations                                                   (0.05)              --                  --
                                                                   ------------       ------------        ------------
Net (loss) per share                                               $      (0.24)      $      (1.51)       $       --
                                                                   ============       ============        ============

Weighted average shares outstanding                                  33,753,729         25,487,404          25,360,007
                                                                   ============       ============        ============
</TABLE>



                                      F-5
<PAGE>

                                 Bidville, Inc.
                Consolidated Statement of Stockholders' (Deficit)
                    Year Ended December 31, 2004 and Periods
                   Ended December 31, 2003 and August 25, 2003


<TABLE>
<CAPTION>
                                                                              Common Stock
                                                                              ------------             Additional        Deferred
                                                                          Shares         Amount      Paid in Capital   Compensation
                                                                          ------         ------      ---------------   ------------
<S>                                                                      <C>          <C>            <C>               <C>
Balance, December 31, 2002                                               25,360,007   $     25,360   $       (24,360)  $       --

Net (loss) for the period                                                      --             --                --             --
                                                                       ------------   ------------   ------------      ------------

Balance, August 25, 2003                                                 25,360,007         25,360           (24,360)          --

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           --
Acquisition and retirement of treasury stock on December 10, 2003       (20,000,000)       (20,000)          (30,000)          --
Capital contributed to support operations                                      --             --              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           --
Sale of common stock pursuant to private placement memorandum             4,410,000          4,410         2,200,590           --
   Less costs to obtain capital                                                --             --            (342,950)          --
   Compensation expense related to sale at less than "fair value"              --             --          22,264,500           --
Net (loss) for the period                                                      --             --                --             --
                                                                       ------------   ------------   ------------      ------------

Balance, December 31, 2003                                               29,770,007         29,770        40,263,230           --

Issuance of shares pursuant to acquisition of 321Play, Inc.                 500,000            500           699,500           --
Issuance of and subscriptions for
  shares in consideration for consulting contracts                        1,338,425          1,338         2,840,950       (112,500)
Options issued in consideration for consulting contracts                       --             --             983,600       (770,600)
Amortization of deferred compensation                                          --             --                --          390,625
Issuance of shares related to investment in Langley                       6,315,789          6,316           388,172           --
Issuance of shares for cash                                               1,100,000          1,100           598,900           --
Amortization of employee options                                               --             --             307,125           --
Net (loss) for the year                                                        --             --                --             --
                                                                       ------------   ------------   ---------------   ------------

Balance, December 31, 2004                                               39,024,221   $     39,024   $    46,081,477   $   (492,475)
                                                                       ============   ============   ===============   ============

<CAPTION>
                                                                       Accumulated
                                                                        (Deficit)         Total
                                                                       ------------    ------------
<S>                                                                    <C>             <C>
Balance, December 31, 2002                                             $     27,640    $     28,640

Net (loss) for the period                                                   (19,707)        (19,707)
                                                                       ------------    ------------

Balance, August 25, 2003                                                      7,933           8,933

Effect of change in control of Bidville, Inc. on August 25, 2003 and
   reverse acquisition transaction on December 10, 2003                      (7,933)        318,202
Acquisition and retirement of treasury stock on December 10, 2003              --           (50,000)
Capital contributed to support operations                                      --            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
Sale of common stock pursuant to private placement memorandum                  --         2,205,000
   Less costs to obtain capital                                                --          (342,950)
   Compensation expense related to sale at less than "fair value"              --        22,264,500
Net (loss) for the period                                               (38,375,897)    (38,375,897)
                                                                       ------------    ------------

Balance, December 31, 2003                                              (38,375,897)      1,917,103

Issuance of shares pursuant to acquisition of 321Play, Inc.                    --           700,000
Issuance of and subscriptions for
  shares in consideration for consulting contracts                             --         2,729,788
Options issued in consideration for consulting contracts                       --           213,000
Amortization of deferred compensation                                          --           390,625
Issuance of shares related to investment in Langley                            --           394,488
Issuance of shares for cash                                                    --           600,000
Amortization of employee options                                               --           307,125
Net (loss) for the year                                                  (8,262,457)     (8,262,457)
                                                                       ------------    ------------

Balance, December 31, 2004                                             $(46,638,354)   $ (1,010,328)
                                                                       ============    ============
</TABLE>

See the accompanying notes to the consolidated financial statements.


                                      F-6
<PAGE>

                                 Bidville, Inc.
                      Consolidated Statements of Cash Flows
 Year Ended December 31, 2004, and Periods from August 26, 2003, to December 31,
                  2003, and January 1, 2003, to August 25, 2003

<TABLE>
<CAPTION>
                                                                                              August 26, 2003    January 1, 2003
                                                                               Year Ended           to                  to
                                                                                  2004       December 31, 2003   August 25, 2003
                                                                              ------------   -----------------   ---------------
<S>                                                                           <C>            <C>                 <C>
Cash flows from operating activities:
Net income (loss)                                                             $ (8,262,457)  $     (38,375,897)  $       (19,707)
                                                                              ------------   -----------------   ---------------
  Adjustments to reconcile net income (loss) to net
   cash (used in) operating activities:
   Depreciation                                                                     20,036               1,665            16,268
   Transfer of common stock owned by controlling shareholder at below "fair
     value" to provide consideration for a professional services contract             --            15,866,300              --
   Common stock issued for services                                              3,640,538          22,264,500              --
   Impairment of goodwill                                                          290,616                --                --
   Write off of investment in and advances to discontinued subsidiary              894,555                --                --
   Net liabilities of discontinued operations                                      758,965                --                --
Changes in assets and liabilities:
   Accounts receivable                                                             (33,732)               --                --
   Accounts receivable - affiliate                                                 (39,521)               --                --
   Other current assets                                                             (5,386)               --               1,800
   Other assets                                                                    (68,314)             (1,456)           (2,700)
   Accounts payable                                                               (171,821)            121,150              (213)
   Accrued expenses                                                                 75,055                --                (550)
                                                                              ------------   -----------------   ---------------
       Total adjustments                                                         5,360,991          38,252,159            14,605
                                                                              ------------   -----------------   ---------------
  Net cash (used in) operating activities                                       (2,901,466)           (123,738)           (5,102)
                                                                              ------------   -----------------   ---------------

Cash flows from investing activities:
  Acquisition of property and equipment                                            (83,842)               --                --
  Cash acquired with subsidiary                                                     21,626                --                --
  Cash advanced from former majority shareholder                                      --                  --               5,401
                                                                              ------------   -----------------   ---------------
  Net cash provided by (used in) investing activities                              (62,216)               --               5,401
                                                                              ------------   -----------------   ---------------

Cash flows from financing activities:
   Proceeds from sale of common shares                                             600,000           2,205,000              --
   Proceeds from the sale of Langley shares                                        394,488                --                --
   Cash paid to acquire capital                                                       --              (131,228)             --
   Funds provided by majority shareholder                                             --               102,398              --
   Proceeds from note payable                                                      135,000                --                --
   Repayment of note payable - shareholder                                         (73,297)               --                --
                                                                              ------------   -----------------   ---------------
  Net cash provided by financing activities                                      1,056,191           2,176,170              --
                                                                              ------------   -----------------   ---------------

Increase (decrease) in cash and cash equivalents                                (1,907,491)          2,052,432               299

Cash and cash equivalents, beginning of period                                   2,053,306                 874               575
                                                                              ------------   -----------------   ---------------

Cash and cash equivalents, end of period                                      $    145,815        $  2,053,306   $           874
                                                                              ============        ============   ===============


Supplemental cash flow information:
   Cash paid for interest                                                     $       --     $            --     $         --
   Cash paid for income taxes                                                 $       --     $            --     $         --

Non-cash investing and financing activities:
   Common stock issued for acquisition of 3-2-1 Play, Inc.                    $    700,000   $            --     $         --
   Amounts to be paid for capital placement accrued as a
      component of accounts payable                                           $       --     $         211,722   $         --

</TABLE>


See the accompanying notes to the consolidated financial statements.



                                      F-7
<PAGE>

BIDVILLE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - 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 have been offered in the future;  however,
these  plans and  services  had not been  defined by  management.  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.(NoBidding)  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".

The  acquisition  of  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 its newly acquired subsidiary, NoBidding.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation

The  financial   statements   include  the  accounts  of  the  Company  and  its
subsidiaries.  All significant  intercompany accounts and transactions have been
eliminated in consolidation.

Reclassifications

Certain items  presented in the previous year's  financial  statements have been
reclassified to conform to current year presentation.




                                      F-8
<PAGE>

Revenue Recognition

In  general,  the  Company  records  revenue  when  persuasive  evidence  of  an
arrangement  exists,  services  have  been  rendered  or  product  delivery  has
occurred,  the  sales  price  to the  customer  is fixed  or  determinable,  and
collectability is reasonably  assured.  The following  policies reflect specific
criteria for the various revenues streams of the Company:

Revenue Recognition and Accounts Receivable

      Through April 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,   without   being   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.


      Credits existing in a seller's account at the end of a billing period were
      used to offset any  Enhancement  fees the seller may have incurred in that
      particular  month.  If the  total  amount  of  Enhancement  fees a  seller
      incurred in one month was greater  than the total  amount of credits  that
      seller had  accumulated in their account up to that time,  then the seller
      was 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  were  "rolled  over"  into the next  month and did not  expire.
      Sellers could also purchase additional credits,  beyond the monthly amount
      of credits they were granted under their  membership,  at any time through
      the website, using a credit card to charge the dollar amount of the amount
      of credit the seller wanted to purchase.

      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 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
      were first paid with any credits that existed in a seller's account at the
      end of the billing period.  The Company  received cash from the seller for
      enhancement  fees in instances  where a seller (such as an active  seller,
      for example)  incurred 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 generated actual cash income for the
      Company.  A significant  portion of the fees "paid" for enhancements  were
      charged against  credits granted to members as a part of their  membership
      and included in their monthly  membership fee, at no additional  charge to
      the member.

      Revenue  recognition  changed  during 2004 as the  Company  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 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
      FSF structure on February 1, 2004, the last date on which  membership fees
      were collected from (and respective  credits issued to) such grandfathered
      sellers was April 30,  2004.  After such date,  sellers  were only able to
      receive  credits from the Company  without  actually paying for them under
      specific  promotional programs the Company implements for short periods of
      time geared towards  growing a community of registered  users,  at various
      times as determined by  management.  These credits  cannot be used against
      FSF a seller  may  incur.  In  addition,  grandfathered  members  were not
      required to pay FSF until August 1, 2004.




                                      F-9
<PAGE>

      Effective   February  1,  2004,  in  accordance  with  the  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

      Storefront Fees

      Effective during November 2004, the Company initiated a Storefront program
      for its sellers. Sellers have the option to purchase a Storefront from the
      Company  for a flat $5  monthly  fee.  Included  in the  Storefront  is an
      inventory  tracking system and unlimited listings of the seller's items. A
      trial period began  during  November  2004 and ended on December 31, 2004.
      Beginning in January  2005,  the monthly fee of $5 is accrued on the first
      day of the  month for all  existing  storefronts  and is billed  under the
      billing cycle described below. Any Storefronts  opened during a respective
      month results in a prorated charge of the monthly storefront fee.

      Enhancement Fees

      Sellers have the option of adding features to their auction and Storefront
      listings  to  increase  visibility  and improve  appearance  to  potential
      buyers.  These  added  features  are  charged in the form of  "Enhancement
      Fees," which are charged according to the billing cycle described 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,  on the Bidville  website it is very clear
      which  services are optional.  If a seller chooses not to use any of these
      services,  they can bypass this  section on the initial  listing  form and
      there are no charges to the seller's  account until the item  successfully
      sells.

      Bidville Credit

      Bidville Credit  represents  credits issued to and/or purchased by sellers
      who were  grandfathered  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 the Bidville  website.  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 or checking account from that seller on file. This credit card
      or checking  account will be used for routine payment of any optional fees
      the seller may have accumulated. The Company notifies a seller of any fees
      associated with the respective  seller's account twice per month via email
      to the address on file with the Company.



                                      F-10
<PAGE>

      Billing Cycles

      FSF's,  Storefront  fees, and Enhancement  fees are billed to sellers on a
      twice-monthly  basis.  Invoices are  generated on the 10th and 25th day of
      the  respective  month,  and  actual  billing  occurs  five days after the
      invoice date. If a seller has a credit card on file with the Company, that
      credit  card  will  be  charged  the  total  amount  invoiced  during  the
      respective billing period. If a seller has a checking account on file with
      the  Company,  that  checking  account  will be charged  the total  amount
      invoiced during the respective  billing period.  If a seller does not wish
      to use a credit card or checking  account to pay for their  charges,  that
      seller can make other  arrangements  with the Company's  customer  service
      department.

      If a seller's  account  with the  Company is less than $1.00 at the end of
      any billing  cycle,  the balance due is carried  over to the next  billing
      cycle.

      In addition to the billing cycles described above, if at any point in time
      a seller's  account for optional  Enhancement  fees is equal to or greater
      than $10,  then that amount is invoiced  and charged  immediately  to that
      seller.

      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 December  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.

Use of Estimates

Management  uses estimates and  assumptions in preparing  financial  statements.
Those  estimates  and  assumptions  affect  the  reported  amounts of assets and
liabilities,  the  disclosure  of  contingent  assets and  liabilities,  and the
reported revenues and expenses. Actual results may differ from these estimates.

Advertising

Advertising costs generally are expensed as incurred.  Promotion and advertising
were $841,835 and $2,885,  respectively,  for the years ended  December 31, 2004
and 2003.

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.

Intangible Assets

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, 2004, 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.

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 charge to operations was made for  impairments in the
future  benefit  of  goodwill.  Goodwill  aggregating  $290,616,  including  the
goodwill  related to the  acquisition of  No-Bidding,  Inc. was determined to be
impaired  during the year ended December 31, 2004, by management and was charged
to operations during the period.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.

Concentrations of Credit Risk

At December 31, 2004, the Company maintained cash balances in banks. Balances in
the bank  are  insured  for up to  $100,000  by the  Federal  Deposit  Insurance
Corporation.  At December  31,  2004,  the Company had  $134,900 on deposit at a
single financial institution.



                                      F-11
<PAGE>

Fair Value of Financial Instruments

Fair value estimates  discussed herein are based upon certain market assumptions
and pertinent  information  available to management as of December 31, 2004. The
respective  carrying  value of certain  on-balance-sheet  financial  instruments
approximated  their fair  values.  These  financial  instruments  include  cash,
accounts  receivable,  convertible  debentures and accounts  payable and accrued
expenses.  Fair values were  assumed to  approximate  carrying  values for these
financial  instruments  because they are short term in nature and their carrying
amounts approximate fair values or they are receivable or payable on demand.

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.

Long Lived Assets

The carrying  value of long-lived  assets is reviewed on a regular basis for the
existence  of facts and  circumstances  that  suggest  impairment.  To date,  no
material  impairment has been indicated.  Should there be an impairment,  in the
future,  the  Company  will  measure the amount of the  impairment  based on the
amount that the carrying  value of the impaired  assets exceed the  undiscounted
cash flows expected to result from the use and eventual disposal of the from the
impaired assets.

Segment Reporting

The  Company  applies  Statement  of  Financial  Accounting  Standards  No. 131,
"Disclosures about Segments of an Enterprise and Related  Information" (SFAS No.
131).  This  statement  establishes  standards for the reporting of  information
about operating segments in annual and interim financial  statements.  Operating
segments are defined as components of an enterprise for which separate financial
information  is  available  that is evaluated  regularly by the chief  operating
decision  maker(s)  in  deciding  how to  allocate  resources  and in  assessing
performance. SFAS No. 131 also requires disclosures about products and services,
geographic areas and major customers. The Company currently operates in a single
business segment since the disposal of its subsidiary,  321 Play, Inc. (see Note
6).

Comprehensive Income (Loss)

The Company follows Statement of Financial  Accounting  Standards  ("SFAS") 130,
"Reporting  Comprehensive  Income". SFAS 130 establishes standards for reporting
and  display  of  comprehensive  income  and  its  components  in the  financial
statements.

Comprehensive  income  (loss) is the total of (1) net income (loss) plus (2) all
other changes in net assets arising from non-owner  sources,  which are referred
to as other  comprehensive  income  (loss).  Other  comprehensive  income (loss)
consists  of net  unrealized  (gains)  losses  from  marketable  securities  and
reclassification adjustments for reconciliation of previously unrealized losses.

Income Taxes

The Company  applies the asset and  liability  method of  accounting  for income
taxes. Under the asset and liability method, deferred tax assets and liabilities
are  recognized  for the  estimated  future  tax  consequences  attributable  to
differences  between the financial statement carrying amounts of existing assets
and  liabilities  and their  respective  tax  basis.  Deferred  tax  assets  and
liabilities  are measured  using the enacted tax rates in effect for the year in
which those temporary differences are expected to be settled or recovered.

Stock-Based Compensation

The Company  accounts for equity  instruments  issued to employees  for services
based on the fair value of the equity instruments issued and accounts for equity
instruments  issued  to other  than  employees  based  on the fair  value of the
consideration received or the fair value of the equity instruments, whichever is
more reliably measurable.

The Company  accounts for stock based  compensation in accordance with SFAS 123,
"Accounting  for  Stock-Based  Compensation."  The  provisions of SFAS 123 allow
companies  to either  expense the  estimated  fair value of stock  options or to
continue  to follow the  intrinsic  value  method set forth in APB  Opinion  25,
"Accounting  for Stock Issued to Employees"  (APB 25) but disclose the pro forma
effects on net income  (loss) had the fair value of the options  been  expensed.
The Company has elected to continue to apply APB 25 in accounting  for its stock
option incentive plans.

Per Share Data

Basic income  (loss) per share is computed by dividing the net income  (loss) by
the weighted  average  number of shares of common stock  outstanding  during the
year.  Diluted  income per share is computed  by dividing  the net income by the
weighted  average  number of shares of common stock,  stock warrants and options
outstanding  during  the  year.  The  Company  did  not  consider  common  stock
equivalents in 2004 and 2003 as their effect would be anti-dilutive.



                                      F-12
<PAGE>

Recent Accounting Pronouncements

In  December  2003,  the  Financial   Accounting  Standards  Board  issued  FASB
Interpretation  Number 46-R  "Consolidation of Variable Interest  Entities." FIN
46-R, which modifies certain  provisions and effective dates of FIN 46, sets for
the  criteria  to be used in  determining  whether an  investment  is a variable
interest  entity  should  be  consolidated.  These  provisions  are based on the
general  premise that if a company  controls  another entity  through  interests
other than voting  interests,  that company  should  consolidate  the controlled
entity.  The Company  believes  that  currently,  it does not have any  material
arrangements  that meet the definition of a variable interest entity which would
require consolidation.

In November 2004, the FASB issued SFAS 151,  "Inventory  Costs." SFAS 151 amends
the accounting for abnormal amounts of idle facility expense,  freight, handling
costs,  and wasted material  (spoilage) under the guidance in ARB 43, Chapter 4,
"Inventory  Pricing."  Paragraph 5 of ARB 43, Chapter 4, previously  stated that
"...under some  circumstances,  items such as idle facility  expense,  excessive
spoilage,  double freight, and rehandling costs may be so abnormal as to require
treatment as current  period  charges...."  This  Statement  requires that those
items be recognized as  current-period  charges  regardless of whether they meet
the  criterion of "so  abnormal."  In addition,  this  Statement  requires  that
allocation of fixed production  overheads to the costs of conversion be based on
the normal  capacity of the production  facilities.  This statement is effective
for inventory  costs incurred during fiscal years beginning after June 15, 2005.
Management does not expect adoption of SFAS 151 to have a material impact on the
Company's financial statements.

In  December  2004,  the FASB  issued  SFAS  152,  "Accounting  for Real  Estate
Time-Sharing  Transactions."  The FASB issued this  Statement as a result of the
guidance  provided in AICPA  Statement of Position (SOP) 04-2,  "Accounting  for
Real  Estate  Time-Sharing  Transactions."  SOP 04-2  applies to all real estate
time-sharing  transactions.  Among other items, the SOP provides guidance on the
recording  of credit  losses and the  treatment of selling  costs,  but does not
change the revenue  recognition  guidance in SFAS 66,  "Accounting  for Sales of
Real  Estate,"  for real  estate  time-sharing  transactions.  SFAS  152  amends
Statement  66 to  reference  the  guidance  provided in SOP 04-2.  SFAS 152 also
amends SFAS 67,  "Accounting  for Costs and Initial  Rental  Operations  of Real
Estate  Projects",  to state that SOP 04-2  provides  the  relevant  guidance on
accounting  for  incidental  operations  and costs  related  to the sale of real
estate  time-sharing  transactions.  SFAS 152 is effective  for years  beginning
after June 15, 2005, with restatements of previously issued financial statements
prohibited.  Management  does not expect adoption of SFAS 152 to have a material
impact on the Company's financial statements.

In December 2004, the FASB issued SFAS 153,  "Exchanges of Nonmonetary  Assets,"
an  amendment  to Opinion No. 29,  "Accounting  for  Nonmonetary  Transactions."
Statement 153 eliminates  certain  differences in the guidance in Opinion No. 29
as compared to the guidance  contained in standards issued by the  International
Accounting  Standards Board. The amendment to Opinion No. 29 eliminates the fair
value  exception  for  nonmonetary  exchanges of similar  productive  assets and
replaces it with a general exception for exchanges of nonmonetary assets that do
not have commercial substance.  Such an exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. SFAS 153 is effective for nonmonetary asset exchanges occurring
in periods beginning after June 15, 2005.  Earlier  application is permitted for
nonmonetary  asset exchanges  occurring in periods  beginning after December 16,
2004.  Management does not expect adoption of SFAS 153 to have a material impact
on the Company's financial statements.

In December  2004,  the FASB issued SFAS  123(R),  "Share-Based  Payment."  SFAS
123(R)  amends SFAS 123,  "Accounting  for  Stock-Based  Compensation,"  and APB
Opinion 25,  "Accounting  for Stock Issued to Employees."  SFAS 123(R)  requires
that  the  cost  of  share-based  payment  transactions  (including  those  with
employees and  non-employees)  be recognized in the financial  statements.  SFAS
123(R)  applies  to all  share-based  payment  transactions  in which an  entity
acquires  goods or services by issuing (or offering to issue) its shares,  share
options,  or other equity  instruments  (except for those held by an ESOP) or by
incurring  liabilities  (1) in amounts  based (even in part) on the price of the
entity's  shares  or  other  equity  instruments,  or (2) that  require  (or may
require)  settlement  by the  issuance  of an  entity's  shares or other  equity
instruments.  This statement is effective (1) for public companies qualifying as
SEC small  business  issuers,  as of the  first  interim  period or fiscal  year
beginning after December 15, 2005, or (2) for all other public companies,  as of
the first interim  period or fiscal year  beginning  after June 15, 2005, or (3)
for all nonpublic entities, as of the first fiscal year beginning after December
15, 2005. Management is currently assessing the effect of SFAS No. 123(R) on the
Company's financial statements.

NOTE 3 - BASIS OF REPORTING

The Company's financial statements are presented on a going concern basis, which
contemplates  the  realization of assets and  satisfaction of liabilities in the
normal course of business.

The Company has  experienced a significant  loss from operations and has working
capital and  stockholder  deficits.  For the years ended  December 31, 2004, the
period from August 25, 2003,  to December 31, 2003,  and the period from January
1, 2003,  to August 25, 2003,  the Company  incurred  net losses of  $8,262,457,
$38,375,897  and  $19,707.  In  addition,  the Company  has working  capital and
stockholder deficits of $1,079,969 and $1,010,328 at December 31, 2004.

The  Company's  ability to continue as a going  concern is  contingent  upon its
ability to secure  additional  financing,  increase  ownership equity and attain
profitable operations. In addition, the Company's ability to continue as a going
concern must be considered in light of the problems,  expenses and complications
frequently encountered in established markets and the competitive environment in
which the Company operates.

The Company is pursuing  financing  for its  operations  and seeking  additional
investments.  In addition,  the Company is seeking to expand its revenue base by
adding new  customers and  increasing  its  advertising.  Failure to secure such
financing or to raise  additional  equity capital and to expand its revenue base
may result in the Company  depleting its available  funds and not being able pay
its obligations.

The financial  statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.



                                      F-13
<PAGE>

NOTE 4 - 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)
(Royal Palm) 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 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.

The Seller also received 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.

The change in control  created a defacto  acquisition  of NoBidding by the Royal
Palm 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 5 - ACQUISITION OF 321PLAY, INC.

On March 24,  2004,  the Company  entered  into an  Acquisition  Agreement  with
321Play, Inc. (a privately-owned New York corporation which commenced operations
during August 2003).  Pursuant to the agreement,  the Company agreed to exchange
500,000 shares of restricted,  unregistered  common stock for 100% of the issued
and outstanding common stock of 321Play,  Inc. The shares of common stock issued
were valued at their fair market value on the date of the  transaction  and were
issued  subsequent  to March 31,  2004.  321 Play,  Inc.  was in the business of
reselling athletic equipment and clothing.

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 321Play,  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  321Play,  Inc.  as  determined  by  accounting  principles
generally accepted in the United States of America.

The Company  used the  purchase  method of  accounting  for the  acquisition  of
321Play, Inc.

The purchase price of 321Play, Inc. was as follows:

            Cash paid                                   $        --
            Common shares issued                            700,000
                                                        -----------
            Total purchase price                            700,000
                                                        -----------

            Fair market value of assets purchased           (32,211)
            Fair market value of liabilities assumed         22,246
                                                        -----------
                                                             (9,965)
                                                        -----------
            Purchased research and development          $   690,035
                                                        ===========

Due to the lack of operating history for 321Play,  Inc. as compared to the value
of the common stock of the Company given in the  acquisition  of 321Play,  Inc.,
Management determined that a charge to operations for the purchased research and
development was appropriate at March 31, 2004.



                                      F-14
<PAGE>

The pro forma results of operations  had the  operations of 321 Play,  Inc. been
included in the  consolidated  operations  of the Company since the beginning of
the current  year are not  disclosed  as the  operation  of 321 Play,  inc.  was
discontinued at December 31, 2004.

NOTE 6. DISCONTINUED OPERATIONS

The Company  decided to discontinue the operations of 321 Play, Inc. at December
31, 2004 because of the  disappointing  performance of the company.  The Company
received no consideration related to the discontinuance.

The assets  and  liabilities  disposed  of  included  a nominal  amount of cash,
accounts payable and amounts due to the Company.

The Company recorded a loss of $894,555 on the discontinuance.

Operating  results for 321 Play,  Inc. for the year ended December 31, 2004, are
shown separately in the accompanying consolidated statement of operations.

Net sales of 321 Play, inc. for the year ended December 31, 2004, were $496,784.
These  amounts  are not  included  in revenue in the  accompanying  consolidated
statements of operations.

Assets and liabilities disposed of consisted of the following on the disposition
date:

            Cash                               $        68
            Accounts payable                       (59,033)
            Due to Bidville, Inc.                 (894,555)
                                               -----------
            Net liabilities                    $  (953,520)
                                               ===========

Assets are shown at their net  realizable  values and  liabilities  are shown at
their face amounts.

NOTE 7 - 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-15
<PAGE>

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)
                                           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 8 - RELATED PARTY TRANSACTIONS

During the year ended December 31, 2003, the Company paid or accrued  $11,030 in
professional fees for accounting and related services to an individual who was a
shareholder.

At December  31,  2004,  the  Company  had an amount due from an entity  related
through  common control for unpaid rents of $10,420 which was settled in January
2005.

During the year ended December 31, 2004, the Company paid the following  amounts
to affiliated entities:

           Rent and equipment rent          $  85,112
           Start up costs                      60,000
           Management fees                     45,000
                                            ---------
                                            $ 190,112

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

NOTE 9 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following as of December 31, 2004:

      Computer equipment                     $ 85,105
      Office equipment                          6,237
                                             --------
                                               91,342
      Less Accumulated depreciation           (21,701)
                                             --------
      Net property and equipment             $ 69,641
                                             ========

For the year ended  December  31,  2004,  the  period  from  August 26,  2003 to
December 31, 2003,  and the period from January 1, 2003 to August 25, 2003 (date
of change in control),  depreciation  expense was $20,036,  $1,665,  and $16,268
respectively.



                                      F-16
<PAGE>

NOTE 10 - CONVERTIBLE DEBENTURES

Convertible  debentures  consisted of 10% notes due on December  31,  2005.  The
notes are  convertible  into shares of the  Company's  common  stock at $.50 per
share.  The Company has the right to force  conversion  at $.50 per share should
its stock price be above $1.50 for 5  consecutive  days.  If not  converted  the
holders will lose their right to convert.

NOTE 11 - 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 March 25, 2005,  the Company
has not filed the contractually obligated Registration Statement.

On January 4, 2004, the Company issued 50,000 shares of restricted, unregistered
common stock to Mirador  Consulting,  Inc. as partial  consideration on a 1 year
consulting  contract at an agreed-upon  value of $50. This agreed-upon value was
below the fair value of the  Company's  common  stock on the  transaction  date.
Accordingly,  the Company  recognized a charge to  consulting  fees for the fair
value of the underlying common stock issued as consideration on this contract in
the amount of $250,000.  The Company  cancelled this contract  effective July 8,
2004 and has recorded a charge to operations for the fair value of the shares as
no significant services were performed subsequent to March 31, 2004.

On  January  29,  2004,   the  Company   issued  32,000  shares  of  restricted,
unregistered common stock to CEOCast,  Inc. as partial consideration on a 1 year
consulting  contract.  These shares were valued at their fair value of $161,600.
The Company  cancelled  this contract  effective June 8, 2004 and has recorded a
charge to operations for the fair value of the shares as no significant services
were performed subsequent to March 31, 2004.

On  February  18,  2004,  the  Company  issued  500,000  shares  of  restricted,
unregistered  common  stock  to an  individual  as  compensation  for  a 1  year
consulting contract. These shares were valued at their fair value of $1,700,000.
The Company  cancelled this contract and recorded a charge to operations for the
fair value of the shares as no significant services were performed subsequent to
March 31, 2004.

On May 25, 2004 the Company  issued the  500,000  shares of common  stock with a
fair value of $700,000 related to the acquisition of 321Play,  Inc. as described
in Note 5.

Pursuant to a  consulting  agreement  the Company is  obligated  to issue 75,000
shares of common  stock.  At  December  31,  2004 these  shares had not yet been
issued. The fair value of these shares of $112,500 has been recorded as deferred
compensation  and is being  amortized  over the terms of the contract of 1 year.
Through  December 31, 2004,  $84,375 has been charged to  operations as non-cash
stock compensation.

On August 12, 2004,  the Company sold 100,000  shares of its  restricted  common
stock to an  individual  investor  for a purchase  price of $0.50 per share,  or
total proceeds of $50,000.

On August 24, 2004, the Company sold 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.



                                      F-17
<PAGE>

On August 26,  2004,  the Company  issued the  6,315,789  shares of common stock
related to the Share  Exchange  Agreement  as  described in Note 15. The Company
received  $394,488  from the proceeds of the sale of the shares  received in the
exchange.

On October 24, 2004, pursuant to a consulting agreement as discussed in Note 15,
the  Company  issued  315,800  shares of common  stock.  The fair value of these
shares of $360,000 has been charged to operations during the year ended December
31, 2004.

On September  10, 2004,  the Company  issued the 300,000  shares of common stock
related to a  consulting  agreement  as  described in Note 14. The fair value of
these shares of $216,000 has been  charged to  operations  during the year ended
December 31, 2004.

On December 15, 2004 to satisfy the  obligations  of a  consulting  agreement as
discussed in Note 14, the Company  issued  140,625  shares of common stock.  The
fair value of these shares of $42,188 has been charged to operations  during the
year ended December 31, 2004.

During the periods  covered by these  financial  statements  the Company  issued
shares of common stock and subordinated  debentures  without  registration under
the Securities Act of 1933. Although the Company believes that the sales did not
involve a public offering of its securities and that the Company did comply with
the "safe harbor"  exemptions from  registration,  if such exemptions were found
not to apply,  this  could  have a material  impact on the  Company's  financial
position and results of operations.

NOTE 12 - 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.
Subsequently  the term of the options was  formalized as 10 years from the grant
date which had no material effect on the fair value of the options.

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.
Subsequently  the term of the options was  formalized as 10 years from the grant
date which had no material effect on the fair value of the options.


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.  Subsequently the term of the
options  was  formalized  as 10 years from the grant date which had no  material
effect on the fair value of the options.


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 received options to purchase up to 1,000,000 shares of common
stock pursuant to the Company's Incentive Plan at $4.27 per share. 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. There is
no expiration date on these options; however, the Company used an arbitrary life
of 60 months for all option valuation calculations. Subsequently the term of the
options  was  formalized  as 10 years from the grant date which had no  material
effect on the fair value of the options.

On November 17, 2004, the Board of Directors of the Company appointed Stephen C.
Gingrich to serve as Chief Financial  Officer of the Company for a term of three
years and as a member of the Company's  Board of Directors.  For such  services,
Mr. Gingrich shall receive  options to purchase  250,000 shares of the Company's
common stock,  vesting equally in one-third increments over a three-year period,
with an exercise price of $.36 per share.



                                      F-18
<PAGE>

Amortization  of the  intrinsic  value of the above options of $307,125 has been
charged to operations during 2004.

During  June  2004,  pursuant  to March 31,  2004 and  April 1, 2004  consulting
agreements,  the Company  issued 300,000  options to purchase  common stock to 2
entities pursuant to consulting  agreements as described in Note 14. The options
are exercisable as follows:

      200,000 for a period of 5 years at $3 per share
      100,000 for a period of 2 years at $2 per share

The 200,000 options were subsequently cancelled (see Note 14).

The fair value of these  options  of  $269,000  has been  recorded  as  deferred
compensation  and is being  amortized  over the terms of the contract of 1 year.
Through  December 31, 2004,  $201,750 has been charged to operations as non-cash
stock compensation.

During August 2004, the Company issued 660,000  options to purchase common stock
pursuant to a  consulting  agreement  as  described  in Note 14. The options are
exercisable as follows:

      660,000 for a period of 4 years, 10 months at $1.00 per share

The fair value of these  options  of  $501,600  has been  recorded  as  deferred
compensation  and is being  amortized  over the terms of the  contract.  Through
December 31, 2004,  $104,500 has been charged to  operations  as non-cash  stock
compensation.

During  September  2004, the Company issued 300,000  options to purchase  common
stock  pursuant to a  consulting  agreement as described in Note 14. The options
are exercisable as follows:

      300,000 for a period of 3 years at $1 per share

The fair  value of these  options of  $213,000  has been  charged to  operations
during the year ended December 31, 2004.

A summary of outstanding options is as follows:

                                                                Weighted average
                                                                 price per share
                                                               ----------------
  Options outstanding at January 1, 2003             --               --
    Issued                                    2,210,000             $0.001
    Exercised                                        --               --
    Expired/Terminated                               --               --
                                              ---------
  Options outstanding at December 31, 2003    2,210,000             $0.001
    Issued                                    2,510,000             $2.43
    Exercised                                        --                --
    Expired/Terminated                         (200,000)            $2.00
                                              ---------             -----
  Options outstanding at December 31, 2004    4,520,000             $1.22
                                              =========             =====

During the year ended December 31, 2004,  1,910,000 options were granted at less
than market and 600,000 options were granted at more than market with a weighted
average fair value of $2.57. During the year ended December 31, 2003,  2,210,000
options were granted at less than market value.

The Company accounts for stock-based  compensation for employees by applying APB
25. SFAS 123 requires the Company to provide pro forma information regarding net
income and earnings per share as if  compensation  cost for the Company's  stock
option plans had been  determined in accordance with the fair value based method
prescribed  in SFAS 123. The fair value of the option grants is estimated on the
date of  grant  utilizing  the  Black-Scholes  option  pricing  model  with  the
following  weighted  average  assumptions  for  grants  during  the years  ended
December 31, 2004 and 2003: expected life of options of 5 to 10 years,  expected
volatility of 316% and 200% respectively, risk-free interest rate of 3.0% and no
dividend yield. The weighted average fair value at the date of grant for options
granted  during the years ended December 31, 2004 and 2003,  approximated  $4.11
and $.05 per  option.  These  results may not be  representative  of those to be
expected in future years.

Under the  provisions of SFAS 123, the Company's net (loss) and (loss) per share
would have been (increased) to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                                          August 26, 2003
                                                                       To December 31, 2003
                                                          2004               (Restated)
                                                      -------------    --------------------
<S>                                                   <C>              <C>
Net (loss)
  As reported                                         $  (8,262,457)   $   (38,375,897)
  Pro forma                                           $  (9,448,400)   $   (38,398,226)

Earnings (loss) per share - basic and fully diluted
  As reported                                         $       (0.24)   $         (1.51)

  Pro forma                                           $       (0.28)   $         (1.51)
</TABLE>



                                      F-19
<PAGE>

The following table summarizes information about fixed-price stock options:

Outstanding at December 31, 2004

                    Options Outstanding               Options Exercisable
                         Weighted-       Weighted-                  Weighted-
                          Average         Average                    Average
Range of     Number     Contractual      Exercise      Number       Exercise
Prices     Outstanding    Life            Price      Exercisable     Price

$0.001      2,210,00     5.0 years     $   0.001       736,666        $0.001
$0.36        250,000    10.0 years     $   0.36         13,888        $0.36
$1.00        960,000     5.0 years     $   1.00        960,000        $1.00
$2.00        100,000     3.0 years     $   0.72        100,000        $0.72
$4.27      1,000,000     5.0 years     $   4.27        333,333        $4.27
           ---------                                 ---------
           4,520,000                                 2,143,887
           =========                                 =========

The  weighted-average  fair value of options for the 2,510,000  shares of common
stock  granted  during  the year ended  December  31,  2004 was  $2.43,  and the
weighted-average exercise was $2.18.

The Company  currently has a stock  incentive plan  administered by the Board of
Directors.  The plan  provides  for the  issuance of up to  7,000,000  shares of
common stock.

NOTE 13 - 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, 2004    Exercise price
                               ----------    -----------------    --------------

                               2,205,000         2,205,000       $1.00 per share
                               =========         =========

NOTE 14 - COMMITMENTS AND CONTINGENCIES

Leased office facilities

The Company has leased space in an office  building in  Clearwater,  Florida for
its  day-to-day  operating  activities.  Effective  October 1, 2004, the Company
renewed its lease at the Clearwater,  Florida office building through  September
30, 2007.

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

                           Year ending
                           December 31      Amount
                           -----------     --------
                              2005           60,390
                              2006           62,157
                              2007           53,025
                                           --------
                              Total        $175,572
                                           ========



                                      F-20
<PAGE>

In addition,  the Company has entered into a lease for office space in West Palm
Beach, Florida which is also being utilized by an affiliate. The aggregate rents
due under the lease aggregate approximately $212,000 through April 2009, and are
currently  being  paid  by  the  affiliate.  The  affiliate  has  agreed  to  be
responsible for the payments on the lease and is currently  negotiating with the
landlord to release the Company from the lease.  Total rent expense was $103,602
during 2004.

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 is 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
                           -----------     --------
                              2005           34,800
                              2006           34,800
                              2007            8,700
                                           --------
                              Total        $ 78,300
                                           ========


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.  This agreement
expired during August 2004 and was not renewed.

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.



                                      F-21
<PAGE>

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 (see Note 7).

LeeWard  Enterprises - On October 1, 2003, the Company entered into a Consulting
Agreement  with  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.  This agreement  expired on September
30, 2004 and was not renewed by the Company.

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 at December  31,  2003,  in fees due to EU-IR
under the terms of this  agreement.  As of December 31,  2004,  the $143,325 has
been paid by the Company.

On January  5, 2004,  the  Company  entered  into a  consulting  agreement  with
EU-IR.com,  for a term of one (1) year, thereafter  automatically renewable on a
month  to month  basis.  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. As of December 31, 2004, $97,500 has been paid or accrued.

Mirador Consulting, Inc. - On January 4, 2004, the Company 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  $250,000.
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. The Company cancelled this contract effective July
8, 2004 and has recognized a charge to operations of $250,000 for the year ended
December 31, 2004.



                                      F-22
<PAGE>

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 certain
registration  rights after any secondary  registration  statement  following the
issuance of these shares goes  effective.  These shares were valued at $161,600,
which was equal to the closing price of the  Company's  common stock on the date
of this  transaction.  Further,  the Company  has paid or accrued  approximately
$40,186  in fees  and  reimbursable  expenses  on  this  contract.  The  Company
cancelled  this contract  effective  June 8, 2004 and has recognized a charge to
operations for the $161,600 during the year ended December 31, 2004.

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.

On February 18, 2004,  the Company  entered into a Consultant  Agreement with an
individual  to "act  generally as a  professional  business  advisor,  generally
advising the Company as to possible options  available to the Company in general
sales and marketing,  special  situations that may arise in the normal course of
business  and the raising of monies as well as  introductions  to the  brokerage
community."  This  agreement  is for a  period  of one  (1)  year  and  requires
compensation  in the form of 500,000 shares of restricted,  unregistered  common
stock upon the date of execution.  Further,  the 500,000  shares of  restricted,
unregistered  common  stock  are  required  to  be  included  in a  Registration
Statement deemed effective on or before February 18, 2005. As of March 31, 2004,
the Company has issued the required  500,000  shares of common stock,  valued at
$1,700,000,  in satisfaction of the compensation  requirements of this contract.
This  consulting  agreement  was  subsequently  cancelled by the Company and the
entire value of the  consideration,  $1,700,000  has been charged to  operations
during the year ended December 31, 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." 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.

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.

On December 13, 2004, the Company and Empire Financial Group,  Inc. modified and
rescinded the original contract whereby all remaining obligations of the Company
were settled for a single payment of  approximately  $25,000 and the issuance of
140,625 shares of the Company's restricted common stock.



                                      F-23
<PAGE>

Mezhcorp,  LLC - On March 24, 2004,  concurrent with the acquisition of 321Play,
Inc., the Company executed a Consulting Agreement with Mezhcorp,  LLC (Mezhcorp)
for a term of three (3) years,  through March 31, 2007. Mezhcorp is engaged as a
Consultant  and "shall serve as Consultant and perform all duties and accept all
responsibilities  incidental to such positions." Under this agreement,  Mezhcorp
is  entitled to annual  base  compensation  of  $100,000.  Further,  Mezhcorp is
eligible  to  participate  in any  stock  option  incentive  plans  that  may be
established by either the Bidville or 321Play Boards of Directors. Additionally,
Mezhcorp is eligible  for a bonus of $100,000 per annum for each  $5,000,000  in
annual  revenue  generated by 321Play,  not to exceed a total bonus of $300,000.
This consulting agreement was subsequently cancelled by the Company.

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.

Pursuant to this  consulting  agreement the Company is obligated to issue 75,000
shares of common  stock.  At  December  31,  2004 these  shares had not yet been
issued. The fair value of these shares of $112,500 has been recorded as deferred
compensation  and is being  amortized  over the terms of the contract of 1 year.
Through  December 31, 2004,  $84,375 has been charged to  operations as non-cash
stock compensation.

Restinga  Capital,  Ltd.  - On August  16,  2004,  the  Company  entered  into a
Consulting  Agreement with Restinga Capital Ltd.  ("Restinga") for a term of two
(2) years,  whereby  Restinga shall assist the Company in  identifying  possible
partners  and/or  merger  candidates  in Europe and shall  assist the Company in
establishing  its business in Europe.  As  compensation  for such services,  the
Company  issued  Restinga six hundred sixty thousand  (660,000)  options with an
exercise price of one dollar ($1.00) per share.  These options expire on June 1,
2009.  The fair value of these options of $501,600 has been recorded as deferred
compensation  and is being  amortized  over the terms of the  contract.  Through
December 31, 2004,  $104,500 has been charged to  operations  as non-cash  stock
compensation.

G.A Public  Relations  - On  September  14,  2004,  the Company  entered  into a
Marketing  Agreement  with G.A.  Public  Relations  Management  GmbH of  Vienna,
Austria  for a term of two years.  The  consultant  is to act as a  professional
business  advisor,  advising the Company in  marketing  and  positioning  of its
online auction  services,  exploring the possible options  available to increase
public awareness of the Company's  online auction site and services,  as well as
advising the Company in special  situations  that may arise in the normal course
of business.  In consideration for the general advisory services provided by the
consultant,  the Company  shall pay  consultant a monthly fee of eight  thousand
dollars  ($8,000).  The first  monthly  payment  was due upon  execution  of the
Agreement.  Thereafter, the monthly fee must be paid on the first of every month
for the remainder of the Term of this Agreement.

On December  10, 2004 the Company  entered into a  Consulting  Agreement  with a
foreign  individual  ("Consultant")  for a term of one (1) year from the date of
the  completion  of  financing  totaling  $600,000  in the  form  of  debt.  The
Consultant shall act generally as a professional business advisor to the Company
in Europe and shall assist the Company in  establishing  its business in Europe.
As  compensation  for such services,  the Company shall pay consultant a monthly
fee of eight  thousand  dollars  ($8,000).  The first  payment  is not due until
completion  of $600,000 in financing  to the Company in the form of debt.  As of
December 31, 2004,  $135,000 financing has been secured as described in Note 10.
This agreement is non-cancelable.

On December  10, 2004 the Company  entered into a  Consulting  Agreement  with a
foreign  individual  ("Consultant")  for a term of one (1) year.  The Consultant
shall act generally as a professional  business advisor to the Company in Europe
and shall  assist the  Company  in  establishing  its  business  in  Europe.  As
compensation  for such  services,  the  Company  shall  issue to the  consultant
200,000  shares  of the  Company's  common  stock.  Shares  will be  issued on a
pro-rata  basis upon  completion  of  funding in the amount up to and  including
$600,000.  As of December  31,  2004,  $135,000  financing  has been  secured as
described in Note 10. This agreement is non-cancelable.



                                      F-24
<PAGE>

G.A Public  Relations  - On  December  10,  2004,  the  Company  entered  into a
Consulting  Agreement  with G.A.  Public  Relations  Management  GmbH of Vienna,
Austria  for a term of two  years.  The  Consultant  shall  act  generally  as a
professional  business advisor to the Company in Europe and shall raise $600,000
in financing in the form of debt. As compensation for such services, the Company
shall pay  consultant a monthly fee of eight  thousand  dollars  ($8,000).  This
agreement is non-cancelable.

On December  13, 2004 the Company  entered into a  Consulting  Agreement  with a
foreign  individual  ("Consultant")  that is effective  until the  completion of
financing  totaling  $600,000  in the form of debt.  The  Consultant  shall  act
generally as a professional  business advisor to the Company in Europe and shall
assist the Company in establishing  its business in Europe.  As compensation for
such  services,  the Company  shall pay  consultant a finder's fee of 10% on all
monies raised for the Company.

Other - On September 10, 2004, the Company executed a Financing Agreement with a
foreign  individual  who  will  assist  in  locating  and  introducing   foreign
individuals  and  entities  to  the  Company.   If  the  Company  consummates  a
transaction with an investor  introduced by the consultant,  then the consultant
shall be entitled  to a fee equal to a ten  percent  (10%) of the value of money
raised on behalf of the Company.  In connection with the agreement,  the Company
has also agreed to issue three hundred  thousand  (300,000) shares of restricted
common  stock  of the  Company,  as well as  three  hundred  thousand  (300,000)
warrants with an exercise price of one dollar ($1.00). The warrants expire three
years from the date of the agreement.


Employment Agreements

On January 12, 2004, the Company entered into an Executive  Employment Agreement
with Mr. Gerald Parker  (Parker)  under which Parker will serve as the Company's
President  and  Chairman 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.

In accordance with his Employment Agreement,  Parker received a $50,000 bonus in
January  2004 related to the raising of  $2,205,000  in private  equity  capital
through a Private  Placement  Memorandum  in December  2003.  In  addition,  the
Company accrued a $20,000 performance bonus at December 31, 2004 for Parker.

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.



                                      F-25
<PAGE>

            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.

The  Company  accrued a  $20,000  performance  bonus at  December  31,  2004 for
Palandro.

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

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

On March 24, 2004,  concurrent  with the acquisition of 321Play,  Inc,  321Play,
Inc.  entered into an Executive  Employment  Agreement with Ms. Alina Mezhbovski
(Mezhbovski)  under with  Mezhbovski  will serve as  321Play's  Chief  Executive
Officer  for a period of three (3) years,  through  March 31,  2007.  Under this
agreement, Mezhbovski is entitled to an annual base salary of $100,000. Further,
Mezhbovski is eligible to participate in any stock option  incentive  plans that
may be  established  by either  the  Bidville  or 321Play  Boards of  Directors.
Additionally,  Mezhbovski is eligible for a bonus of $100,000 per annum for each
$5,000,000 in annual revenue  generated by 321Play,  not to exceed a total bonus
of $300,000. The Company subsequently cancelled this contract.

On November 17, 2004, the Board of Directors of the Company appointed Stephen C.
Gingrich to serve as Chief Financial  Officer of the Company for a term of three
years and as a member of the Company's  Board of Directors.  For such  services,
Mr.  Gingrich  shall receive an annual salary of $65,000 and options to purchase
250,000  shares of the  Company's  common  stock,  vesting  equally in one-third
increments over a three-year period, with an exercise price of $.36 per share.


NOTE 15 - -SHARE EXCHANGE AGREEMENT

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
was  admitted to trade on the London  Stock  Exchange  ("LSE") as an  investment
trust on September 30, 2004. Pursuant to the Purchase Agreement,  the Company is
obligated to issue  6,315,789  shares of its common stock  ("Company  Stock") to
Langley for a total value 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).  The Company issued the Company Stock to
Langley  pursuant to Regulation S under the Act. Langley paid the purchase price
by delivering  2,587,526  Ordinary Shares of Langley  ("Langley  Shares") to the
Company with a pre-determined value of one British Pound Sterling (approximately
U.S.$1.80)  per  share  (1,293,763  of these  shares  were  placed  in escrow as
discussed  below and  129,372  of these  shares  were  issued  to a third  party
pursuant to an Advisory Agreement as discussed below).

It was the  Company's  intent  to  liquidate  the  Langley  shares  to fund  its
operations.  During the year ended  December  31,  2004,  the  Company  sold the
1,164,391  shares in  Langley  that it had  received  at market  value for total
proceeds of $394,488.

Pursuant to the agreement, fifty percent (50%) of both the Company Stock and the
Langley  Shares  will  initially  be placed  into escrow for the first two years
following execution of the Purchase  Agreement.  At the expiration of two years,
the Langley  Escrow Shares will be released to the Company as long as the market
value of the Company's  common stock on the two year  anniversary is the same or
higher than $0.71 per share,  otherwise the Company will be required to return a
portion of the Langley shares.  Pursuant to the Purchase Agreement,  Langley has
agreed that it will not sell, transfer or assign any or all of the Company Stock
for a period  of two years  following  the  closing  without  the prior  written
consent of the Company, which consent may be withheld by the Company in its sole
discretion.



                                      F-26
<PAGE>

To assist in the  transaction,  the Company  entered into an Advisory  Agreement
with a third party  whereby the Company  shall  compensate  the  consultant  for
services  rendered by issuing 315,800 shares of the Company's  restricted common
stock within ninety (90) days of executing the Advisory Agreement.  In addition,
the  consultant  is entitled to additional  compensation  in the form of 129,372
Langley Shares out of the total amount of Langley Shares to which the Company is
entitled.  The Company  has  charged to  operations  the  $360,000 in  non-stock
compensation  expense related to this transaction during the year ended December
31, 2004.

Note 16. INCOME TAXES

The Company  accounts for income taxes under SFAS 109, which requires use of the
liability method. SFAS 109 provides that deferred tax assets and liabilities are
recorded  based  on  the  differences  between  the  tax  bases  of  assets  and
liabilities  and  their  carrying  amounts  for  financial  reporting  purposes,
referred to as temporary differences. Deferred tax assets and liabilities at the
end of each period are determined using the currently  enacted tax rates applied
to  taxable  income  in the  periods  in  which  the  deferred  tax  assets  and
liabilities are expected to be settled or realized.

The provision for income taxes differs from the amount  computed by applying the
statutory  federal income tax rate to income before  provision for income taxes.
The sources and tax effects of the differences are as follows:

         Income tax provision at
          the federal statutory rate    34 %
         Effect of operating losses    (34)%
                                       ---
                                         -%
                                       ===

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.

As of December 31, 2004,  the Company has a net operating loss  carryforward  of
approximately  $3,200,000.  This loss will be available to offset future taxable
income.  If not used, this  carryforward  will expire through 2024. The deferred
tax  asset  of   approximately   $1,100,000   relating  to  the  operating  loss
carryforward  has been fully reserved at December 31,  2004.The  increase in the
valuation  allowance  related  to  the  deferred  tax  asset  was  approximately
$1,000,000 during 2004. The principal difference between the accumulated deficit
for income tax  purposes  and for  financial  reporting  purposes  results  from
non-cash stock  compensation and other non-cash stock issuances along with asset
impairments being charged to operations for financial reporting purposes.

NOTE 17 - SUBSEQUENT EVENTS

On March 14, 2005,  the Company  executed a Consulting  Agreement with St. James
Investment  Group,  Inc.  (St.  James),  an  entity  operated  by the  Company's
Chairman, of West Palm Beach, Florida. This agreement is retroactively effective
beginning  October  1,  2004 for a term of three (3)  years  that  automatically
extends  for an  additional  two (2) years and expires on October 1, 2009 unless
cancelled within 90 days of the expiration date of the initial term. The Company
engaged St.  James to render  advice and  assistance  with  regard to  strategic
transactions,  planning, financing, public relations, and investor relations. As
compensation for such services,  the Company will pay St. James a consulting fee
of $15,000 per month for the first twelve (12) months of the Agreement and a fee
of $20,000 for the final four (4) years of the term of the Agreement.  Following
the first year of the Agreement,  the Agreement may be terminated by the Company
prior to the end of the  specified  term by  providing  ninety (90) days written
notice and a payment equal to twelve months consulting fees.

Subsequent to December 31, 2004,  employee stock options  totaling  736,666 were
exercised at a total exercise price of $736.67 and the  corresponding  shares of
the Company's common stock were issued to the employees.

Subsequent  to December  31,  2004 and  pursuant  to a  financing  agreement  as
described in Note 14, the Company issued 45,000 shares of common stock.

Subsequent  to  December  31,  2004 and  pursuant  to  financing  agreements  as
described in Note 14, the Company received $250,000 in financing.

On March 31, 2005, the Company  entered into a sponsorship  agreement with Major
League  Baseball's Tampa Bay Devil Rays, who play in the Eastern Division of the
American  League.  This agreement runs through December 31, 2005 and requires an
annual sponsorship fee of $160,000.




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