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EX-32.1 - EXHIBIT 32.1 - Med One Oak, Inc.ex321.htm
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EX-31.2 - EXHIBIT 31.2 - Med One Oak, Inc.ex312.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

TANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2011

£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ______________

BIDGIVE INTERNATIONAL, INC.
 (Exact name of registrant as specified in its charter)

     
Delaware
000-49999
13-4025362
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
 
175 South Main StreetFifteenthFloorSalt Lake City, Utah 84111
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: (972) 943-4185

Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:    
Common Stock, par value $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act    £ Yes    T No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act    £ Yes    T No

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   T Yes     £ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  £   No  T

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. T
 

 
 

 


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act.
   
Large accelerated filer £
Accelerated filer £
Non-accelerated filer £  (Do not check if a smaller reporting company)
Smaller reporting company T
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    T Yes    £ No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of the last business day of the registrant’s most recently completed fiscal quarter: $59,298 based on a price of $0.10 per share, being the average of the bid and asked price of the Company’s common stock as of December 31, 2011.

As of March 30, 2012, the Company had 11,592,980 shares issued and outstanding.


 
 

 

 

 
 
PART I
     
 
 
 
 
 
PART II
 
 
 
 
 
 
 
 
 
     
PART III
 
 
 
 
 
 
 
PART IV
     
 
     
     
     
     
     
 





Background

BidGive International, Inc. (formerly known as Rolfe Enterprises, Inc.) (“we,” “us,” “our,” or “BidGive International”, the “Company”), was originally incorporated as Rolfe Enterprises, Inc. under the laws of the State of Florida on May 6, 1996. We were formed as a “blind pool” or “blank check” company whose business plan was to seek to acquire a business opportunity through completion of a merger, exchange of stock, or other similar type of transaction. In furtherance of our business plan, we voluntarily elected to become subject to the periodic reporting obligations of the Securities Exchange Act of 1934 (the “Exchange Act”) by filing a registration statement on Form 10-SB on September 12, 2002.  On April 12, 2004, Rolfe Enterprises, Inc. was merged with and into (the “reincorporation merger”) BidGive International, a Delaware corporation formed on such date and prior to the merger a wholly-owned subsidiary of Rolfe Enterprises, Inc., with BidGive International surviving the reincorporation merger.  The purpose of the reincorporation merger was to convert Rolfe Enterprises, Inc. from a Florida corporation to a Delaware corporation and to change its name to “BidGive International, Inc.”

Pursuant to a merger agreement and plan of reorganization dated October 10, 2003 (the “merger agreement”), entered into by and among Rolfe Enterprises, Inc. (BidGive International’s predecessor), the Merger Sub, Mid-Continental Securities Corp. (our largest stockholder on the date the merger agreement was executed), and BidGive Group, LLC (a Texas limited liability company), effective as of December 4, 2003, BidGive Group, LLC was merged with and into the Merger Sub with the Merger Sub surviving the merger, and each 1% membership interest in BidGive Group, LLC which was issued and outstanding immediately prior to the effective time of the merger was converted into 57,446 shares of our common stock. As a result of the merger, the former members of BidGive Group, LLC became the holders of 92.5% of our issued and outstanding common stock effective as of December 4, 2003. BidGive Group, LLC was a start-up transitional company formed on May 28, 2003 to acquire certain assets from a developmental, non-operating company named BidGive, Inc. Neither Rolfe Enterprises, Inc. nor BidGive Group, LLC, BidGive International’s two predecessors, has ever been subject to any bankruptcy, receivership or similar proceedings.

In anticipation of completion of the merger transaction with BidGive Group, LLC, we completed a recapitalization of our common stock. Prior to the recapitalization, we had a total of 5,822,250 shares of common stock issued and outstanding. As part of the recapitalization, we first completed a 2:1 forward stock division that increased our issued and outstanding common stock to 11,644,500 shares, and simultaneously increased our authorized common stock from 10,000,000 to 20,000,000 shares, par value $.0005. After completion of the forward division and the increase in the number of authorized shares of common stock, we completed a 1:25 reverse stock split which reduced the number of issued and outstanding shares of common stock from 11,644,500 to 465,780, and also increased the par value per share of common stock back to $.001, but did not reduce the number of authorized shares of common stock.

Following completion of the merger, the former members of BidGive Group, LLC owned a total of 5,744,600 shares of common stock, or 92.5% of our issued and outstanding common stock, and our former stockholders owned a total of 465,780 shares of common stock, or 7.5% of our issued and outstanding common stock.
 



On September 13, 2010, Vincent & Rees, L.C., entered into a Stock Purchase Agreements with certain holders of an aggregate of 181,328 shares of common stock, by which Vincent & Rees, L.C. agreed to purchase the Sellers’ common stock.  Following the completion of the Stock Purchase Agreement, on September 13, 2010, Vincent & Rees, L.C., a Utah limited liability company, entered into a Subscription Agreement with the Company whereby it purchased 8,000,000 shares of the Company for $240,000, or $0.03 per share.  The proceeds of this sale were to be used to pay off certain liabilities of the Company.  At the closing of the Stock Purchase Agreement and the Subscription Agreement, Vincent & Rees, L.C. became the holder of an aggregate of approximately 96.6% of the Company’s outstanding shares of common stock.

On March 31, 2011, the Company entered into and closed an Asset Sale, Purchase, and Transfer Agreement with Bidgive Strategic Concepts, LLC, a Texas limited liability company, whereby the Company sold its operations to Bidgive Strategic Concepts, LLC.  The consideration for this transaction consists of Bidgive Strategic Concepts, LLC’s assumption of the liabilities of the operations of the Company. Since this time, the Company has been a shell company with limited operations.

Development of Business of BidGive Group, LLC

BidGive Group, LLC was a start-up transitional company that acquired certain assets from a developmental, non-operating company named BidGive, Inc. related to its discount certificate business. The assets acquired consisted of the discount certificate business operations under development, the “BidGive” name and slogans, and a non-operating website. BidGive Group, LLC expanded and refined the discount certificate business, adding an advertising and marketing element for certificate acquisition, an entire new program of retail shopping certificates, geographical expansion, toll-free number certificate purchasing and certificate validation, back-end data access for merchant certificate validation and not-for-profit contribution auditing, sales and marketing joint venture programs, and the filing of a provisional patent on the revised and enlarged business methods and processes.

Principal Products and Services

We spent the first quarter of 2011 managing existing projects, including (1) our proprietary Aggregated Purchasing Program wherein we negotiate extreme discounts with business vendors and pass the savings on to office and retail end-users; (2) a Merchant Services Program wherein we negotiate discounted credit card processing fees with merchant bank card processors and pass on the low fees to retail end-users.

The Aggregated Purchasing and the Merchant Services Programs are proprietary group purchasing affinity programs. Members and supporters of associations, schools, and charitable organizations, as well as merchants that wish to support the above and various national not-for-profit organizations may enroll through BidGive to participate in each Program.  In the Aggregated Purchasing Program (“APP”) participants agree to purchase various goods and services at substantial discounts from participating vendors. These goods and services providers, such as Office Depot and Lyreco, agree to provide discounts to the program enrollees and to share a portion of the revenues generated with BidGive, which will then distribute royalties to the participating association and not-for-profit parties, including commissions to the organizations that helped the Company bring the program to fruition. In the Merchant Services Program merchants that wish to support various schools, and not-for-profits may enroll through BidGive for a merchant account, and process all their credit and debit card transactions through BidGive’s merchant vendor partners. These vendor partners, such as First Data (fka Chase/Paymentech) and EVO/GMS, in turn, agree to provide lower cost processing to the merchants and to share the net revenue fees generated with each transaction with BidGive, which will then distribute royalties to the participating parties, including commissions to organizations that helped the Company bring the program to fruition.
 
 

 
The Company’s minor interest in the DotCom Film Festival Board Game and the DotComFilmFestival (“DCFF”) website have still been placed on hold until the domestic US and international economy improves and funding can be obtained.

The common thread running through all of the Company’s programs and projects is the incorporation of BidGive’s patent-pending business model of sharing revenues generated with participating organizations and not-for-profits, which in turn assist to drive our marketing and to maintain customer and supplier loyalty. It is the merger of business and philanthropy where all parties “win”.  It is “good business by doing good” where all participants share in the operating proceeds and the goodwill generated, which process ties the participants to the programs and projects.

On March 31, 2011, the Company entered into and closed an Asset Sale, Purchase, and Transfer Agreement with Bidgive Strategic Concepts, LLC, a Texas limited liability company, whereby the Company sold its operations to Bidgive Strategic Concepts, LLC.  The consideration for this transaction consists of Bidgive Strategic Concepts, LLC’s assumption of the liabilities of the operations of the Company. Since that time, the company has been a shell company.

Description of Industries
 
Through March 31, 2011, BidGive’s various programs and business operations crossed multiple industries.

Since that date, the Company has been a shell company with limited operations.

Marketing and Distribution Strategies

For the First Quarter of 2011

Each Program and project has its own marketing strategy.  Aggregated Purchasing and Merchant Services are being marketed domestically and internationally to the general public over the internet through the Company’s website, and nationally through our joint venture partners and independent contractors who are paid on a commission basis.  Generally, the

partners and independent sales contractors will be paid commissions on graduated scales based on the amount of revenue generated through their direct efforts and operations (APP) and on the amount of card transactions processed through customers they enroll in the program (MSP). Further, the Company enlists the not-for-profits and associations that desire to benefit from the opportunity and receive sustainable revenues to market the Programs directly to their members and supporters.  The exact formula for determining commissions is a trade secret. We market our business by promoting the concept that participants will receive additional exposure, community goodwill, and increased traffic and sales through association with the participating not-for-profits and the promotional campaigns they conduct. Our business model encourages increased traffic and sales to our vendors because purchasers must either physically visit the merchant’s establishment or visit the merchant’s website in order to obtain the deep discounts on products and services.

Competition

Several companies offer some components of our Aggregated Purchasing and our Merchant Services programs. We expect to be competitive primarily on the basis of price and by offering a discount with a commercial/philanthropic combination (most competitors offer either a price discount or a royalty to a charity, but not both—we provide both a discount and a royalty).  As a new company, we are not yet fully competitive within the “discount/rewards” industry, and most of our potential competitors are more established and presently have greater financial resources than we do. To a lesser extent, our competition also includes several web-based charity shopping sites, such as CharityMall.com, GreaterGood.com and iGive.com. These sites generally simply offer links to major and specialty retailers through their site. They ask a not-for-profit to notify their constituency that the site is available and can be accessed either directly or through the not-for-profit’s site, and they pay the not-for-profit a percentage of the revenue they receive from the retailer for directing the sale to their site.
 
 

 
Proprietary Technology

On October 23, 2003, we, by and through our individual officers, filed a provisional patent application with the United States Patent and Trademark Office covering our proprietary business model (as described above under “Principal Products and Services”).  Since 1995, the United States Patent and Trademark Office has offered inventors the option of filing a provisional application for patents. The provisional patent application process was designed to provide a lower-cost first patent filing in the United States, among other goals. A provisional patent application allows filing without a formal patent claim, oath or declaration, or any information disclosure (prior art) statement. It provides the means to establish an early effective filing date in a non-provisional patent application, and also allows the term “Patent Pending” to be applied. A provisional patent application is valid for 12 months from the date originally filed, and this 12-month pendency period cannot be extended. On October 21, 2004, we filed a corresponding non-provisional patent application (U.S. Serial Number 10/970,838, “System and Method for Charitable Organization-Branded Marketing”) in order to benefit from the earlier filing date for the provisional patent application. The non-provisional patent application has not yet been approved and remains pending with the United States Patent and Trademark Office. When a non-provisional patent is issued, the patent should deter others from utilizing a business model having the components covered in the issued claims. Until a non-provisional patent is issued, we cannot use the patent application as a direct enforcement tool to prevent others from engaging in infringing activities.  However, we may legally commercialize our business model under the “patent pending” notice, providing some deterrent value against would-be competitors.  Additionally, since infringing activities that occur prior to the issuance of a patent can be addressed retrospectively (up to 6 years) once the patent issues, this provides additional deterrence to would-be competitors.

Portions of our proprietary business model, including portions of our software and mode of operations, are also protected as trade secrets through confidentiality agreements with our employees, our independent contractors, and our joint venture partners and through other standard security measures.  The terms of our confidentiality agreements are broad and include prohibitions against using our client lists or any confidential information or trade secrets outside of our business, diverting any of our business opportunities, and noncompetition provisions preventing the solicitation of any of our participants without our written permission for a specified period of time after termination of services.  We intend to use these protections to protect our proprietary business model from direct competition by foreclosing the ability of potential competitors from using a similar discount/charitable contribution model or process in their business, or from using our client list or approaching participants in the BidGive program. We are also in the process of filing trade name and trademark applications to register the “BidGive” name and mark, the names of our products, and our slogan (“Where Saving is Giving”).
 
 

 
Since the Asset Purchase and Sale Agreement was executed on March 31, 2011, the Company has been a shell company.

Government Regulation

We are not currently aware of any existing federal, state, governmental regulations which are specific to our industries. Potential future regulations may include sales and/or use taxes, which expenses would then be passed on to the participating merchants or customers. We will continue to monitor and comply with all existing and future governmental regulations as they become effective and applicable to us.  

Employees

We currently have no employees and utilize independent contractors and joint venture partners for the bulk of our operations. Our joint venture partners act as our local agent in recruiting and managing independent sales contractors and in locating local merchants and charities to participate in our programs. They are compensated by receiving a percentage of the net revenues generated through their efforts.

Reports to Security Holders

We are subject to the reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder, and, accordingly file reports, information statements or other information with the Securities and Exchange Commission, including quarterly reports on Form 10-Q, annual reports on Form 10-K, reports of current events on Form 8-K, and proxy or information statements with respect to shareholder meetings.  The public may read and copy any materials we file with the Securities and Exchange Commission at its Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission at http://www.sec.gov.


Our offices are located at 175 South Main Street, 15th Floor, Salt Lake City, Utah 84111 at the office of our majority shareholder, who is providing the space rent-free. These premises will remain available to us on a rent-free basis until we outgrow them or until a change of control occurs. Our current office space is adequate and suitable for current operations, and is expected to be suitable for future operations for at least the remainder of the current fiscal year.

ITEM 3. LEGAL PROCEEDINGS.

No such legal proceeding is known to be contemplated by any governmental authority. The Company is not aware of any legal proceedings in which any Director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or any associate of any such Director, officer, affiliate or security holder of the Company, is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

ITEM 4. MINE SAFTEY DISCLOSURE.

Not applicable.
 
 

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information.  The Company’s shares of common stock trade in the public market on the OTC Bulletin Board under the symbol “BDGV”.  Although the Company’s common stock is approved for trading, there is little, if any, trading activity.  As a result, there is no historical price information available.  The trading market for our shares is subject to restrictions imposed by the penny stock rules. The Securities and Exchange Commission has adopted rules which regulate broker-dealer practices in “penny stocks,” which generally means stocks with a price of less than $5.00.  Prior to engaging in certain transactions involving a penny stock, broker-dealers must make a special written determination that it is a suitable investment for the purchaser and must receive the purchasers’ written consent to the transaction and written acknowledgement of receipt of a risk disclosure statement.  The broker-dealer must also provide the customer with information regarding the current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and a monthly account statement showing the market value of each penny stock held.  These disclosure requirements will have the effect of making it more difficult for an active trading market to develop in our stock and for an investor in the proposed public offering to sell shares of our common stock in the secondary market.

Holders.  As of December 31, 2011, we had 11,592,980 shares of Common Stock outstanding and had approximately 194 stockholders of record. Dividends.  The Company has not declared or paid any cash dividends on its common stock during the period ended December 31, 2011, or in any prior period.  There are no restrictions on the common stock that limit our ability of us to pay dividends if declared by the Board of Directors.  The holders of common stock are entitled to receive dividends when and if declared by the Board of Directors, out of funds legally available therefore and to share pro-rata in any distribution to the stockholders.
 
Generally, the Company is not able to pay dividends if after payment of the dividends, it would be unable to pay its liabilities as they become due or if the value of the Company’s assets, after payment of the liabilities, is less than the aggregate of the Company’s liabilities and stated capital of all classes.

We currently have no securities authorized for issuance under any equity compensation plans.
 
Recent Sales of Unregistered Securities

None.

ITEM 6.  SELECTED FINANCIAL DATA.

Not Applicable.  

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-K AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.
 

 
The following discussion of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related footnotes.

Overview

We were originally incorporated as Rolfe Enterprises, Inc. under the laws of the State of Florida on May 6, 1996. We were formed as a “blind pool” or “blank check” company whose  business plan was to seek to acquire a business opportunity through completion of a merger, exchange of stock, or similar type of transaction. On April 12, 2004, Rolfe Enterprises, Inc. was merged with and into BidGive International, a Delaware corporation formed on such date and prior to the merger a wholly-owned subsidiary of Rolfe Enterprises, Inc., with BidGive International surviving the reincorporation merger. The purpose of the reincorporation merger was to convert Rolfe Enterprises, Inc. from a Florida corporation to a Delaware corporation and to change its name to “BidGive International, Inc.”

On December 4, 2003, we acquired all of the business and assets of BidGive Group, LLC (“BidGive”) through the merger (the “Acquisition Merger”) of BidGive with and into a wholly-owned subsidiary of Rolfe Enterprises, Inc., with the subsidiary as the surviving corporation. The assets which we acquired in the Acquisition Merger consisted of a development stage discount certificate business, the related website, and related proprietary technology. We intend to use the assets we acquired in the Acquisition Merger to further develop operations of an e-commerce website through which we will offer and sell discount shopping, dining and travel certificates, and will investigate the possibility of offering other products and services as opportunities arise.

We launched our operations and commenced revenue generating business and marketing operations on February 2, 2004.  On October 4, 2005, MPublishing, LLC (“MPub”) a Texas limited liability company was formed by BidGive and the American Montessori Society (“AMS”) for the purpose of publishing the magazine “M”, a publication for Montessori families, and operating the associated website (www.Mthemagazine.com) wherein a co-branded form of the Company’s Rewards Program would be included.  MPub was 100% owned by the Company, and AMS was entitled to receive a 20% net profit royalty interest in the operation of MPub.  The Company sold the magazine and related operations to Creede Media, LLC in May 2007.

Neither Rolfe Enterprises, Inc. nor BidGive Group, LLC, BidGive International’s two predecessors, has ever been subject to any bankruptcy, receivership or similar proceedings.
 
 

 
Plan of Operations

On March 31, 2011 the Company entered into a ASSET SALE, PURCHASE AND TRANSFER AGREEMENT (the “Agreement”) with Bidgive Strategic Concepts, LLC, a Texas limited liability company (the “Buyer”) whereby the Company sold its operations (the “Business”) to the Buyer.  The consideration for this transaction consists of the Buyer’s assumption of the liabilities of the operations of the Business. Accordingly the Company is actively searching for merger candidates and acquisition opportunities. The Company is currently a shell corporation.

Results of Operations

We launched our predecessor Reward Program operations and commenced revenue generating business and marketing operations with the opening of our first market in the Palm Beach/Boca Raton, Florida area on February 2, 2004, followed by the Montessori Initiative program in 2005, and most recently, our Aggregated Purchasing and Merchant Services programs, as well as our other projects presently in development in 2006 and 2007.  We generally recognize revenue when we receive funds, usually via credit card transactions, or checks and wire transfers for royalties from vendor partners.  

While the Company does not have sufficient historical operations with which to make any meaningful comparisons, a line item review and comparison between the fiscal year ending December 31, 2010 and the fiscal year ending December 31, 2011 on a consolidated basis

shows decreasing revenues that the Company attributes to the Company’s reorganization of business operations and entrance into the Asset Purchase and Sale Agreement on March 31, 2011.  

Fiscal Year Ended December 31, 2011 Compared to Fiscal Year Ended December 31, 2010.

             
Financial Statement Line Item
 
Fiscal Year Ended
December 31, 2011
   
Fiscal Year Ended
December 31, 2010
 
             
Revenue from Operations
  $ 1,875     $ 10,822  
Operating Expenses
  $ 328,284     $ 43,808  
Net loss
  $ (203,249 )   $ (43,661 )
Current and Total Assets
    -     $ 2,228  
Convertible Debt Outstanding
    -     $ 87,600  
Current Liabilities
    4,750     $ 330,154  
Cash on Hand
    -     $ 615  
                 
Consolidated revenues for the fiscal year ended December 31, 2011 were $1,875, compared to revenues of $10,822 for the fiscal year ended December 31, 2010.  The company's revenues in 2011 were primarily from sales to existing clients. 
 
 

 
Consolidated operating expenses for the fiscal year ended December 31, 2011 were $328,274, compared to $43,808 for the same expenses during the fiscal year ended December 31, 2010. The increase in operating expenses in 2011 as compared to 2010 is the result of stock based compensation to a consulting firm.  

Our consolidated net loss for the fiscal year ended December 31, 2011 was $203,249 compared to a net loss of $43,661 for the fiscal year ended December 31, 2010. The increase in net loss during this period is attributable to stock based compensation, off set by gain on debt extinguishment.

For the year ended December 31, 2011, our consolidated balance sheet, reflects current and total assets of $nil in comparison to $2,228 for the twelve months ended December 31, 2010.  The decrease in Current and Total Assets is the result of lower cash on hand.

Convertible debt decreased by $87,600 from $87,600 for the year ending December 2010 to $nil for the year ending December 2011.  

As of December 31, 2011, the Company had total current liabilities of $4,750 in comparison to $330,154 for the twelve months ended December 31, 2010. The decrease in current liabilities is primarily the result of debt extinguishment and debt forfeiture by related parties.  

Cash on Hand as of December 31, 2011, was $nil as compared to $615 as of December 31, 2010.  The decrease in cash on hand as of December 31, 2011 is the result of payments made to lower the liabilities of the Company.

Liquidity and Capital Resources

For the year ended December 31, 2011, our consolidated balance sheet, reflects current and total assets of $nil in comparison to current and total assets of $2,228 for the twelve months ended December 31, 2010, and total current liabilities of $4,750 in comparison to $330,154 for
the twelve months ended December 31, 2010. Cash on hand on December 31, 2011 was $nil. This sum will not satisfy our cash requirements at all for 2012.

We do not presently have adequate cash or sources of financing to meet either our short-term or long-term capital needs. We have not currently identified any sources of available working capital, other than the possible issuance of additional short-term debt and from revenues generated by ongoing potential expanded or new operations. Existing operations provide only nominal revenues and cash generation, and are not sufficient to support existing expenses, including the ongoing expenses of debt maintenance and being a micro-public company in the new regulatory environment. We may not receive any significant amount of proceeds from either debt leveraging or cash flow from operations. We may also be unable to locate other sources of capital or may find that capital is not available on terms that are acceptable to us. If we are unable to raise additional capital from other sources, such as short-term loans from our officers and directors or other persons, we will be required to limit our operations to those which can be financed with the capital which is currently available and will be required to significantly curtail our operations to the extent they can be financed with ongoing operations and proceeds provided by joint venture partners and debt financing. The Company is investigating potential expanded and new business lines and revenue generating programs, while continuing to pursue its present operations and the availability of any possible merger partners or suitors; but in the present difficult business, economic and credit environment there is no assurance that these efforts will provide any meaningful sources of revenue or changes in circumstance.  The present cash on hand combined with revenues being generated from operations, are not expected to satisfy our cash needs at all for 2011 based upon our current level of operations.   

 
 
 
In private placement transactions completed subsequent to the filing of our registration statement on December 31, 2003, we sold a total of 2,160 (post split) shares of common stock from which we received gross offering proceeds of $40,500 and a total of $127,290 in face amount of convertible promissory notes. We also paid off $1,650 in convertible notes plus accrued interest, and in the first quarter of 2007 six convertible note-holders elected to convert when the notes became due eight (8) of the outstanding convertible notes totaling $60,740 in initial principal amounts plus accrued interest, resulting in the issuance of 49,290 shares of the company’s common stock, and in the fourth quarter of 2008 two convertible note-holders elected to convert when the notes became due six (6) of the outstanding convertible notes totaling $15,996.  These securities were offered and sold in reliance upon claimed private placement exemptions from registration.  However, since the transactions were not completed prior to the filing of our registration statement, the purchasers of the shares and the notes may have the right to claim that the purchase transactions were illegal public offerings which violated the federal securities law.  If any of these transactions did violate federal securities laws, the purchasers in those transactions may have claims against us for damages or for rescission and recovery of their full subscription price.

Although none of the purchasers of these shares or notes has made or threatened any claim against us alleging violation of the federal securities laws, we have taken their potential claims into account in preparation of our December 31, 2010, balance sheet.   The 2,160 (post split) shares are not treated as part of our issued and outstanding common stock.  Instead, the balance sheet includes a separate line item listing them as “Common Stock subject to rescission rights,” and the offering proceeds of $40,500 received from sale of these shares is treated as a contingent liability rather than as part of shareholder equity. As of December 31, 2011, our current amount of working capital (current assets less current liabilities) was $4,750, and after taking into account Common Stock subject to rescission rights, our Total Stockholders (Deficit) was ($45,250).
 
During the year ended December 31, 2010, the Company issued five (non-convertible) promissory notes in the total amount of $6,150 each bearing interest at 4% and for three month terms; no convertible debt or notes were issued in 2010.  Payments of $40,000 were made against the convertible notes; leaving a total of $87,600 in convertible notes currently outstanding at December 31, 2010.  Payments of $41,700 were made against straight promissory notes during the year ended December 31, 2010, leaving balances of $2,065 in loans payable and $24,867 in loans from shareholders as of December 31, 2010.

The due dates of all the notes remaining outstanding have been previously extended by mutual agreement as necessary to avoid default, without payment of additional consideration, and none of the notes are currently in default.  Although there is no assurance, Company management currently believes that all note holders will voluntarily continue to agree to extensions of the due dates of their respective notes as necessary to avoid the possibility of a default at any time, or they may now elect to convert their notes in light of the Company being clear of previous regulatory prohibitions of stock sale and issuance, with many noteholders having already elected conversion.

The following table lists the original due date and the extended due date for each convertible note, or whether the note has been converted:
 
 

 
           
Note
Amount
Interest Rate
Conversion Rate
Original Due Date
Extended Due Date
1
$2,500
6%
$1.25
5/18/2005
Converted
2
$4,500
6%
$1.25
5/28/2005
Converted
3
$6,250
10%
$1.25
11/29/2004
Converted
4
$4,990
6%
$1.25
7/1/2005
Converted
5
$5,400
6%
$1.25
8/3/2005
5/3/2011
6
$10,000
10%
$1.25
9/30/2005
Converted
7
$2,500
10%
$1.50
5/9/2005
5/10/2011
8
$350
10%
$1.50
6/8/2005
Paid
9
$6,500
10%
$1.50
6/14/2005
3/15/2011
10
$5,000
10%
$1.50
7/1/2005
4/1/2011
11
$300
10%
$1.50
7/12/2005
Paid
12
$5,000
10%
$1.50
8/3/2005
5/3/2011
13
$1,000
10%
$1.50
8/5/2005
Paid
14
$5,000
10%
$1.50
9/11/2005
3/11/2011
15
$5,000
10%
$1.50
10/1/2005
4/1/2011
16
$6,500
10%
$1.50
10/27/2005
4/27/2011
17
$5,000
10%
$1.50
12/1/2005
3/1/2011
18
$15,000
12%
$1.75
12/9/2005
Converted
19
$4,000
10%
$1.50
12/21/2005
3/21/2011
20
$5,000
10%
$1.50
1/19/2006
4/19/2011
21
$5,000
10%
$1.50
11/9/2005
5/9/2011
22
$5,000
10%
$1.50
12/1/2005
3/1/2011
23
$15,000
12%
$1.75
5/8/2006
Converted
24
$2,500
10%
$1.75
9/21/2006
Converted
25
$2,541
2%
$0.10
9/7/08
Converted
26
$10,000
8%
$0.50
10/2/08
4/2/2011
27
$10,000
8%
$0.75
10/2/08
4/2/2011
28
$3,302
2%
$0.08
11/1/08
Converted
29
$25,000
10%
$0.50
11/10/08
Paid
30
$4,471
2%
$0.06
12/4/08
Converted
31
$2,728
2%
$0.06
10/1/08
Converted
32
$15,000
10%
$0.50
12/31/08
Paid
33
$1,414
2%
$0.03
11/26/08
Converted
34
$1,000
2%
$0.02
3/17/09
3/17/2011
35
$1,540
2%
$0.02
12/20/08
Converted
36
$1,700
2%
$0.02
6/18/09
3/18/2011

All the notes are identical and provide for no monthly payments.  The debt is convertible to common stock at any time by the Payee with the Company having the right to pay off the debt with interest even if the Payee elects to convert.   

We have not recorded additional costs of borrowing (interest) for the potential benefits of the conversion features since the underlying share values are deemed to be immaterial. The conversion prices were determined extrapolating prices at which we had most recently issued shares of common stock as of the date each borrowing was made. The conversion prices are subject to customary anti-dilution protections. No debt is currently past due, and debt that has been converted into stock as of December 31, 2010 is noted and discussed above.

Off-Balance Sheet Arrangements

During the year ended December 31, 2011, we had no off-balance sheet arrangements.


Not Applicable.

ITEM 8. FINANCIAL STATEMENTS.

The financial statements of the Company required by Article 8 of Regulation S-X are attached to this report.

 
 

BIDGIVE INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011

 
INDEX


     
   
Page
     
Report of Independent Registered Public Accounting Firm
 
16
     
Consolidated Balance Sheets
 
17
     
Consolidated Statements of Operations
 
18
     
Consolidated Statements of Changes in Stockholders’ Deficit
 
19
     
Consolidated Statements of Cash Flows
 
20
     
Notes to Consolidated Financial Statements
 
21 to 28
 
Peter Messineo
Certified Public Accountant
1982 Otter Way Palm Harbor FL 34685
peter@pm-cpa.com
T   727.421.6268   F   727.674.0511

 
Report of Independent Registered Public Accounting Firm
 

Board of Directors and Stockholders
Bidgive International, Inc.


I have audited the accompanying consolidated balance sheets of Bidgive International, Inc. (the "Company") for the years ended December 31, 2011 and 2010 and the related consolidated statement of operations, stockholders' equity and consolidated cash flows for the years then ended.  These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor was I 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, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinions.

In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bidgive International, Inc. as of December 31, 2011 and 2010 and the results of its consolidated operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has incurred recurring operating loss, has negative working capital as of December 31, 2011, has not yet established an ongoing source of revenues sufficient to cover its operating costs and the cash resources of the Company are insufficient to meet its planned business objectives.   These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 4 to the consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

/s/ Peter Messineo, CPA
Peter Messineo, CPA
Palm Harbor, Florida
March 28, 2012
 



BIDGIVE INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2011 and 2010

             
   
2011
   
2010
 
ASSETS
           
Current assets
           
Cash
  $ -     $ 615  
Accounts receivable
    -       1,613  
Total current assets
    -       2,228  
                 
Total assets
  $ -     $ 2,228  
                 
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
               
Current liabilities
               
Accounts payable and accrued liabilities
  $ 4,750     $ 142,284  
Accrued interest
    -       73,338  
Loans payable
    -       2,065  
Loans from shareholder
    -       24,867  
Short term convertible debt - related party, net
    -       87,600  
Total current liabilities
    4,750       330,154  
                 
Total liabilities
    4,750       330,154  
                 
Common stock subject to rescission rights, $.001 par value; 2,160 shares issued and outstanding
    40,500       40,500  
                 
Stockholders' (deficit):
               
Preferred stock: $.001 par value; 10,000,000 shares authorized; none issued and outstanding for both periods
    -       -  
Common stock: $.001 par value; 150,000,000 shares authorized; 11,592,980 shares issued and outstanding for December 31, 2011 and 2010, respectively (outstanding shares include shares subject to rescission rights from above).
    11,591       8,591  
Additional paid in capital
    1,718,687       1,195,262  
Accumulated deficit
    (1,775,528
    (1,572,279 )
Total stockholders'  (deficit)
    (45,250
    (368,426 )
                 
Total liabilities and stockholders' (deficit)
  $ -     $ 2,228  
                 

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


 
BIDGIVE INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2011 and 2010

             
   
For the Year Ended December 31,
 
   
2011
   
2010
 
Revenues
           
Sales revenues
  $ 1,875     $ 10,822  
Cost of goods sold
    1,150       5,928  
Gross Profit
    725       4,894  
                 
Operating expenses
               
Stock based compensation
    300,000          
Professional fees
    23,908       31,539  
Office expenses/administrative
    1,376       9,499  
Management fees
    3,000       2,770  
Total operating expenses
    328,284       43,808  
                 
Loss from operations
    (327,559 )     (38,914 )
                 
Other income (expense)
               
Interest expense
    (6,216 )     (20,255 )
Gain on debt extinguishment
    112,949       15,508  
Gain on sales of assets
    17,577       -  
Total other income (expense)
    124,310       (4,747 )
                 
Net loss before income taxes
    (203,249 )     (43,661 )
Provision for income taxes
    -       -  
                 
NET LOSS
  $ (203,249 )   $ (43,661 )
                 
Basic net income/(loss) per share
  $ (0.02 )   $ (0.01 )
Weighted average number of shares outstanding, including shares subject to rescission
    11,592,980       2,982,010  


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

 
 
BIDGIVE INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
For the Period from January 1, 2010 through December 31, 2011

                               
   
Common Stock
                   
         
$.001 Par
   
Additional
             
   
Shares
   
Amount
   
Paid in Capital
   
Deficit
   
Total
 
                               
Balance at January 1, 2010
    590,820       591       963,262       (1,528,618 )     (564,765 )
                                         
Stock issued for cash at $.03 per share
    8,000,000       8,000       232,000       -       240,000  
                                         
Net loss for the year
    -       -       -       (43,661 )     (43,661 )
                                         
Balance at December 31, 2010
    8,590,820     $ 8,591     $ 1,195,262     $ (1,572,279 )   $ (368,426 )
                                         
Net loss
                            (203,249 )   $ (203,249 )
                                         
Shares issued to consultants for compensation
    3,000,000       3,000       297,000               300,000  
                                         
Debt forgiven by related parties
            -       226,425       -       226,425  
                                         
Balance at December 31, 2011
    11,590,820     $ 11,591       1,718,687       (1,775,528     (45,250 )


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



BIDGIVE INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2011 and 2010

           
   
For the Year Ended December 31,
   
2011
   
2010
Cash flows from operating activities:
         
Net loss
  $ (203,249 )   $ (43,661 )
Adjustments to reconcile net loss to  net cash provided by (used in) operations:
               
Shares issued for compensation
    300,000          
Gain on sales of assets
    (17,577 )     -  
(Gain)/loss on debt extinguishment
    (112,949 )     (15,508 )
Changes in operating assets and liabilities:
               
Accounts receivable
    1,613       (1,613 )
Accounts payable and accrued liabilities
    40,902       (58,589 )
Accrued interest
    -       16,077  
Net cash provided by (used in) operations
    8,740       (103,294 )
                 
Cash flows from investing activities:
               
Cash exchanged on sale of assets
    17,577          
Net cash provided by investing activities
    17,577       -  
                 
Cash flows from financing activities:
               
Payments made on lines of credit
    -       (73,246 )
Repayment of short term loans - related parties
    -       (40,000 )
Repayment of loan payable
    (2,065 )     (15,000 )
Proceeds from loans from shareholder
    -       6,150  
Repayment of loans from shareholder
    (24,867 )     (26,700 )
Proceeds from sale of common stock
    -       240,000  
Net cash provided by (used in) financing activities
    (26,932 )     91,204  
                 
Increase (decrease) in cash and cash equivalents
    (615 )     (12,090 )
Cash and cash equivalents, beginning of period
    615       12,705  
Cash and cash equivalents, end of period
  $ -     $ 615  
                 
Supplemental disclosures of cash flow information:
               
Interest paid in cash
  $ -     $ 4,178  
Income taxes paid in cash
  $ -     $ -  

Non-cash disclosure:
In 2011, related party debts, in the amount of $251,774, consisting of notes, loans, payables and accrued interest were forgiven and recorded as a contribution of capital.


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



BIDGIVE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2011

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The summary of significant accounting policies of BidGive International, Inc. (the Company) is presented to assist in understanding the Company’s financial statements.  The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity.  These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Nature of Business

The consolidated financial statements presented as of December 31, 2011 are those of BidGive International, Inc., including the discontinued operations of the company that were purchased on March 31, 2011 through an Asset Purchase and Sale Agreement. The Company was incorporated as Rolfe Enterprises, Inc. under the laws of the state of Florida on May 6, 1996. The Company was reincorporated on April 12, 2004 in the state of Delaware as BidGive International, Inc. The purpose of the re-incorporation was to change the Company’s name and state of domicile.
 
Revenue Recognition

The financial statements are prepared based on the accrual method of accounting.  The Company recognizes revenues when it receives funds from vendors or customers, usually via credit card transactions, checks, wire or account transfers. The Company also receives some cash payments from vendors and customers in payment for the advertising, marketing and management services it provides, which is recognized as revenue when services have been performed and milestones achieved, when applicable. In summary, the company receives revenue from royalties on sales proceeds through the company's website and its proprietary affinity programs.  In 2011 and 2010, revenues were generated by royalty revenues based upon sales made and transactions processed through merchants and the company's website. No revenues have been generated to date from any other projects in development. Revenue is generally realized when persuasive evidence that an arrangement exists, delivery has occurred or services have been rendered, the Company’s selling price is fixed and determinable, and collectability is reasonably assured. Deferred revenue for marketing services is recorded when payments are received in advance of substantial completion of services which may include the production of web-based promotional materials and advertising, as well as web design services.

Cash and Cash Equivalents

The Company considers all highly liquid short-term investments with original maturities of three months or less to be cash equivalents.  Such cash equivalents generally are part of the Company’s cash management activities rather than part of its operating, investing, and financing activities.  Changes in the market value of cash equivalents result in gains or losses that are recognized in the income statement in the period in which they occur.  The Company had no cash equivalents at December 31, 2011 and 2010.

 
 
 
Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

In December 2011, the FASB issued ASU 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). This newly issued accounting standard requires an entity to disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions executed under a master netting or similar arrangement and was issued to enable users of financial statements to understand the effects or potential effects of those arrangements on its financial position. This ASU is required to be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. As this accounting standard only requires enhanced disclosure, the adoption of this standard is not expected to have an impact our financial position or results of operations.

In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income” (ASU 2011-05). This newly issued accounting standard (1) eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity; (2) requires the consecutive presentation of the statement of net income and other comprehensive income; and (3) requires an entity to present reclassification adjustments on the face of the financial statements from other comprehensive income to net income. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income nor do the amendments affect how earnings per share is calculated or presented. In December 2011, the FASB issued ASU No. 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, which defers the requirement within ASU 2011-05 to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. During the deferral, entities should continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect prior to the issuance of ASU 2011-05. These ASUs are required to be applied retrospectively and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. As these accounting standards do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income, the adoption of these standards is not expected to have an impact on our financial position or results of operations.

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (ASU 2011-04). This newly issued accounting standard clarifies the application of certain existing fair value measurement guidance and expands the disclosures for fair value measurements that are estimated using significant unobservable (level 3)  inputs. This ASU is effective on a prospective basis for annual and interim reporting periods beginning on or after December 15, 2011. The adoption of this standard is not expected to have a material impact on our financial position or results of operations.

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.  Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future financial statements.
Estimates

The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets, liabilities, and deferred revenues at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates.
 
 

 
Income Taxes

The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements.  This standard requires a company to determine whether it is more likely than not that a tax position will be sustained will be sustained upon examination based upon the technical merits of the position.  If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.  As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10.  
 
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

At December 31, 2011, the Company had net operating loss carryforwards of approximately $535,000 which may be offset against future taxable income through 2030.  No tax benefit has been reported in the financial statements because the potential tax benefits of the net operating loss carryforwards are offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations.  Should a change in ownership occur, net operating loss carryforwards may be limited as to future use.

Net deferred tax assets consist of the following components as of December 31, 2011 and 2010:

             
   
2011
   
2010
 
Deferred tax asset:
           
Net operating loss carryforward
  $ 604,745     $ 534,745  
Valuation allowance
    (604,745 )     (534,745 )
    $ -     $ -  

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 34% to pretax income from continuing operations for the years ended December 31, 2011 and 2010 due to the following:

   
2011
   
2010
 
The components of income tax expense are as follows:
           
Current federal tax
  $ -     $ -  
Current state tax
    -       -  
Change in NOL benefit
    (70,000 )     (15,015 )
Change in allowance
    70,000       15,015  
    $ -     $ -  
 
 

 
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
 
             
   
For the Years Ended December 31,
 
   
2011
   
2010
 
Beginning Balance
  $ -     $ -  
Addition based on tax positions related to current year
    -       -  
Addition for tax positions of prior years
    -       -  
Reductions for tax positions of prior years
    -       -  
Deductions in benefit due to income tax expense
    -       -  
Ending Balance
  $ -     $ -  

At December 31, 2011, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate.

The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.

The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes.  As of December 31, 2011 and 2010, the Company had no accrued interest or penalties related to uncertain tax positions.

The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2011and 2010.

Basic and fully diluted loss per share

The computation of net (loss) per share of common stock is based on the weighted average number of shares outstanding during each period presented.  The Company utilizes the treasury stock method to calculate diluted (loss) per share, which considers potentially issuable shares on common stock equivalents.  In accordance with ASC 260, "Earnings per Share," common stock warrants have a dilutive effect when the average market price of the common stock during the period exceeds the exercise price of the warrants.   Potentially issuable common shares related to warrants totaling 12,000 and 12,000 were considered but not included in the calculation of diluted earnings per share for the period ended December 31, 2009 and 2008, respectively, because their inclusion would be anti-dilutive.
 
     
December 31, 2011
   
December 31, 2010
 
Numerator:
Net income/(loss) available to common stockholders
  $ (203,249 )   $ (43,661 )
                   
Denominator:
Weighted average number of common shares outstanding used in loss per share for the period
    11,592,980       2,982,010  
                   
Net loss per share:
Basic net loss
  $ (0.02 )   $ (0.01 )
 
Diluted Net income/(loss)
  $ (0.02 )   $ (0.01 )
 
 

 
Fair Value of Financial Instruments

On January 1, 2008, the Company adopted FASB ASC 820, “Fair Value Measurements”. ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

 
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
 
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
 
Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The carrying amounts reported in the balance sheets for the cash and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The carrying value of notes payable approximates fair value because negotiated terms and conditions are consistent with current market rates as of December 31, 2011 and 2010.

Concentration of Credit Risk

Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash and trade receivables.  Concentrations of credit risk with respect to trade receivables are limited due to the clients that comprise our customer base and their dispersion across different business and geographic areas.  We estimate and maintain an allowance for potentially uncollectible accounts and such estimates have historically been within management's expectations.  Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States.  

Beneficial Conversion Feature

The Company has adopted ASC 470-20, "Debt with Conversion and Other Options". The Company incurred debt with a conversion feature that provides for a rate of conversion that is below market value. This feature is recorded by the Company as a beneficial conversion feature pursuant to FASB ASC 470-20. No expense recorded on the Company's financial statements during the years ended December 31, 2011 and 2010.
 
Principles of Consolidation

The accompanying consolidated financial statements include the accounts of BidGive International, Inc. and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

2.CONVERTIBLE DEBT

The Company did not issue any additional short-term convertible debt in 2011 and 2010.  During 2008 and 2007 the Company issued additional short-term convertible debt to existing shareholders and officers in order to fund operations in the amounts of $78,697 and $64,900, respectively.  The notes are due three to six months from date of issuance, require no monthly payments, and bear interest at rates ranging from 2% to 10% per annum. The notes are convertible to common stock at share prices ranging from $0.02 per share to $0.75 per share. During 2006 and 2005, the Company also issued additional short-term convertible debt to existing shareholders and officers. The notes are due six to twelve months from date of issuance, require no monthly payments, and bear interest at rates ranging from 6%, to 12% per annum. The notes are convertible to common stock at share prices ranging from $1.25 per share to $ 1.75 per share.
 
 
 
 
Per the convertible debt agreements the conversion price is to be calculated by dividing the amount of outstanding principal and interest that the holder elects to convert by the stated conversion price.   Since the convertible debt can be converted at anytime from the signing of the agreement forward, the closing prices of the convertible debt agreement dates were used for the calculation of the beneficial conversion feature, in accordance with ASC 470.  There was no beneficial conversion feature associated with the convertible debt issued during the year ended December 31, 2007.

For the convertible debt issued during the year ended December 31, 2008, the value of the beneficial conversion feature was determined using the intrinsic value method.  The amount recorded as a discount to the convertible debt was $13,273. The discount is being amortized over the term of the convertible debt, accordingly, the Company recorded $792 and $12,481 in expense for the accretion of the discount during the years ended December 31, 2009 and 2008, respectively. At December 31, 2010, all discounts have been fully accreted.

In the second quarter of 2009, one of the notes issued in 2005 at a conversion price of $1.50 was renegotiated with the holder to be convertible at par value ($0.001).  This debt modification was deemed significant and was recorded as extinguishment accounting.  The Company compared the carrying value of the old debt, and the value of the new debt, and recognized a loss on the extinguishment of the debt of $6,500 in the Company’s statements of operations.

During the year ended December 31, 2010, $40,000 was made in payments on convertible debt.  During the years ended December 31, 2010 and 2009 no convertible debt was converted and no common stock was issued for conversion. During the years ended December 31, 2008 and 2007, the Company issued 20,872 (post split) and 3,286 (post split), of the Company’s common stock for the conversion of $16,128 and $72,513, respectively of convertible debt and interest.

Since these convertible notes were issued in reliance upon implied exemptions from any type of registration, the issuance of the convertible notes payable may also be subject to rescission immediately (see Note 5), or more appropriately stated, due on demand.  Since the notes are short-term, they have been classified as current on the balance sheet in the same manner as  notes due on demand. All of the notes, have extended due dates, ranging from March 2011 through May 2011. Reference is made to the extensive disclosures and table of convertible notes with full explanations in the "Liquidity and Capital Resources" section above.  The outstanding notes are rolled over and due dates extended as necessary for three to six months each time they become due.  These extensions have no accounting impact.

All liabilities were assigned with the Asset Purchase and Sale Agreement that was executed on March 31, 2011 where the operations of the Company were sold.  In December 2011 these notes were forgiven by the holders, related parties, and accounted as a contribution to equity.

3 .LINES OF CREDIT, LOANS PAYABLE AND LOANS FROM SHAREHOLDERS

The Lines of Credit debt listed on the balance sheet ($0) are revolving debt (a business line of credit, and credit card debt), the Loan Payable ($2,065) is to third-party business entities and individuals that provided short term loans to the company for business operations that was not a convertible note issuance, and the Loans from Shareholders ($24,867) are short term loans from shareholders also to cover business operations that were also not convertible note issuances, and so are set forth in separate line items from the convertible note issuances on the financial statements. The Lines of Credit are issued under standard terms incurring interest and requiring monthly payments. The Loan Payable and the Loans from Shareholders were also issued under standard negotiable terms and accrue nominal interest, but do not require monthly payments, rather are due in full on their due dates, which dates are extended as necessary.  In December 2011 these notes were forgiven by the holders, related parties, and accounted as a contribution to equity.

 

 
4. GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.  Historically, the Company has incurred significant annual losses, which have resulted in an accumulated deficit of $1,474,778 and $1,572,779 at December 31, 2011 and 2010, respectively. The Company also has a zero working capital at December 31, 2011. These factors raise substantial doubt about the Company’s ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company becoming profitable. If the Company is unable to raise capital, it could be forced to cease operation.  The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

5. RELATED PARTY TRANSACTIONS

The Company has issued convertible notes (see note 2) to officers and majority shareholders in order to obtain funding for operations. The notes total $nil and $87,600 at December 31, 2011 and 2010, respectively, and have accrued interest totaling $nil and $73,338, respectively.  

In addition, in 2006 the Company issued a $9,000 note payable to its president, with interest payable and due in six months at 10% per annum, of which a balance of $1,425 was still outstanding at December 31, 2010.  In 2007, the Company issued seven additional notes totaling $30,500 payable to its president, with interest payable and due in three to six months at 10% per annum.  Payments of $14,000 have been made on these loans during the year ended December 31, 2010 and the outstanding balance was $16,500 at December 31, 2010.  In 2008, the Company issued notes to its president totaling $39,341, with interest payable and due in three months at 10% per annum.  During 2008 payments totaling $33,750 were paid on these notes and during 2009 an additional $250 was paid and $5,000 in 2010, leaving a remaining balance of $341 at December 31, 2010.  The Company also issued one note payable to a shareholder in 2008, in the total amount of $451, with interest payable and due in six months at 10% per annum. In 2009, the Company issued notes to its president for an amount totaling $18,200, with interest payable and due in three months at 4% per annum. During the 2009, the Company made payments on these notes in the amount of $16,500. The Company made payments for the remaining $1,700 during 2010.  In 2010, the Company issued notes to its president for an amount totaling $6,150, with interest payable and due in three months at 4% per annum.  In December 2011 these notes were forgiven by the holders, related parties, and accounted as a contribution to equity.  As of December 31, 2011, the balance of these new notes was nil.

6. SHARES SUBJECT TO RECISSION RIGHTS

During 2004, the Company issued 32,400 shares of common stock in a private placement after filing a registration statement on Form SB-2 with the Securities and Exchange Commission. These shares were issued in reliance upon claimed exemptions from registration, which, in retrospect, may not be available. As a result, the purchasers of these shares may have rescission rights for recovery of the purchase price paid for the shares with interest. Accordingly, the issuance of 2,160 (32,400 pre-reverse-split) shares of common stock for $40,500 has been recorded as “common stock subject to rescission rights” on the balance sheet. Interest to be paid contingent upon the possibility of rescission is considered immaterial.
 
 

 
Stockholders’ Equity

Common Stock

During the period ended December 31, 2008, the Company issued 20,872 (post split) shares in conversion of convertible notes in the amount of $16,128.  Further we issued 5,886 (post split) shares for services rendered on behalf of the company at $0.02 per share in the amount of $1,766.

During the period ended December 31, 2009, the Company issued 105,334 (post split) shares for services rendered in behalf of the company at $0.15 per share in the amount of $15,800.

On January 20, 2010, the 1-for-15 reverse split of the Company’s common shares became effective. Total common stock outstanding at December 31, 2009 was 592,791 (restated to reflect this 1 for 15 reverse stock split). This reverse stock split resulted in a decrease in the par value of the common stock and a corresponding increase in additional paid-in capital of approximately $8,269 at December 31, 2009.

On September 14, 2010, the Company issued 8,000,000 shares of common stock for $240,000 in cash.

At December 31, 2011, there were 12,000 stock warrants outstanding, all totaling 8,604,980 of total stock and stock equivalents outstanding.

During 2011, the Company issued 3 million shares to a consulting firm for services.  The shares were valued in the amount of $300,000, the fair market value of the shares at the time of issuance.

Warrants

During 2007, the Company granted 12,000 (180,000 pre-reverse-split) common stock warrants to consultants. These warrants vested immediately and can be exercised at a price of $38.00 any time for a period of five years.  

A summary of our common stock warrants as of December 31, 2009, 2010 and 2011, and any changes during those periods are presented below:

             
   
Number of
Warrants
   
Weighted
Average
 Exercise Price
 
Outstanding at December 31, 2009
    12,000     $ 38.00  
Granted
    -       -  
Exercised
    -       -  
Forfeited
    -       -  
Outstanding at December 31, 2010
    12,000       38.00  
Exercisable at December 31, 2010
    12,000       38.00  
Granted
    -       -  
Exercised
    -       -  
Forfeited
    -       -  
Outstanding at December 31, 2011
    12,000     $ 38.00  
Exercisable at December 31, 2010
    12,000     $ 38.00  
 
 

 
Effective January 1, 2006, we adopted the fair value recognition provisions of ASC 505 and 718, "Share-based Payment", using the modified-prospective-transition method.  Under this transition method, total compensation cost for 2007 and 2008 includes compensation costs for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of ASC 505 and 718, and compensation costs for all share-based payments granted subsequent to January 1, 2006, based on the grant date fair value estimated in accordance with the provisions of ASC 505 and 718.  Accordingly, compensation cost for grants of stock warrants has been recognized in the accompanying consolidated statements of operations.  We estimated the fair value of our option awards granted using the Black-Scholes option-pricing model.  We recorded compensation expense immediately as they vested as such.

The fair value of each option granted has been estimated on the date of grant using the Black-Scholes option valuation model, using the following assumptions:

 
2007
Five Year Risk Free Rate
5%
Dividend Yield
0%
Volatility
25%
Expected Term
5
 
Common stock warrants outstanding and exercisable under this plan as of December 31, 2011 are:

Warrants Outstanding
   
Warrants Exercisable
 
Exercise Price
   
Number Outstanding
   
Weighted Average Remaining Contractual Life (Years)
   
Weighted Average Exercise Price
   
Number Exercisable
   
Weighted Average Exercise Price
 
$ 38.00       12,000       0.25     $ 38.00       12,000     $ 38.00  
          12,000                       12,000          
 

As previously reported in a filing of Form 8-K, on April 5, 2011 the Company received notice that its previous auditor, Chisholm, Bierworlf, Nilsen and Morrill, LLC (“CBNM”) is no longer an active firm.  CBNM’s report on the Company’s financial statements for the year ended December 31, 2009 did not contain an adverse opinion or disclaimer of opinion. The Board of Directors approved the decision to dismiss CBNM as the Company’s principal independent accountant. During the Company’s two most recent fiscal years and any subsequent period prior to dismissal, other than as set forth herein, there were no disagreements with CBNM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of CBNM, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report.

Except as described below, the audit reports of CBNM since its engagement on those consolidated financial statements of the Company did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to audit scope or accounting principles.  CBNM’s audit report relating to the audit of the Company’s financial statements for the year ended December 31, 2009 indicated the auditors’ substantial doubt about the Company’s ability to continue as a going concern because, at that time, the Company had incurred significant annual losses, had a negative working capital, and had not yet established an ongoing source of revenues sufficient to cover its operating costs. CBNM stated that the Company’s ability to continue as a going concern is dependent upon its ability to become profitable.

On April 5, 2011 the Company retained Peter Messineo, CPA to serve as the Company’s principal independent accountant. During the Company's two most recent fiscal years, and any subsequent interim period prior to engaging Peter Messineo, CPA, neither the Company (or someone on its behalf) consulted with Peter Messineo, CPA on either: the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, and no written report was provided to the Company or oral advice was provided that Peter Messineo, CPA concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or Any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) and the related instructions to Item 304(a)(2) of Regulation S-K) or a reportable event (as described in paragraph (a)(1)(v) to Item 304(a)(2) of Regulation S-K)

ITEM 9A.  Controls and Procedures.
 
Evaluation of Disclosure Controls and Procedures
 
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report.  Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2009, these disclosure controls and procedures were ineffective to ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
 
 
 
 
There have been no material changes in internal control over financial reporting that occurred during the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and Chief Financial Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
 
Our evaluation of internal control over financial reporting includes using the COSO framework, an integrated framework for the evaluation of internal controls issued by the Committee of Sponsoring Organizations of the Treadway Commission, to identify the risks and control objectives related to the evaluation of our control environment.
 
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting.  Based on our evaluation, management concluded that our internal control over financial reporting was ineffective as of December 31, 2010, due to material weaknesses.  A material weakness in internal control over financial reporting is defined by the Public Company Accounting Oversight Board’s Audit Standard No. 5 as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.  A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.
 
Management’s assessment identified the following material weaknesses in internal control over financial reporting:
 
  
·
The Company’s failure to accrue all professional fees related to the current year in a material amount to the financial statements.
 
     
  
·
The Company’s failure to properly calculate and accrue interest on the Company’s convertible promissory notes, loans from shareholders, and loans payable in a material amount.
 
In light of the material weaknesses described above, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles.  Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.
 
Management intends to mitigate the risk of the material weaknesses going forward by utilizing external financial consulting services, in a more effective manner, prior to the review by our principal independent accounting firm to ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported accurately and within the time periods specified in the Commission’s rule and forms.
 
 

 
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation requirements by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.
 
Inherent Limitations Over Internal Controls
 
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls.  Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.


None.
 




ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

The Company's executive officers are elected annually by the Board of Directors. The Directors serve one year terms or until their successors are elected. The Company has not had standing audit, nominating or compensation committees of the Board of Directors or committees performing similar functions. All such applicable functions have been performed by the Board of Directors as a whole. The Company anticipates establishing such committees in the near future. During the fiscal year ended December 31, 2010, the Board of Directors held no formal meetings, but took action once by unanimous written consent. There are no family relationships among any of the Directors, nominees or executive officers.

The following persons comprise the directors and executive officers of the Company as of December 31, 2011:

Name
Age
Director/Officer Since
Position(s) Held
       
David M. Rees
43
2010
President and Director

Biographical Information

David M. Rees.  David M. Rees has been a partner in the Salt Lake City firm of Vincent & Rees, L.C., a law and business advisory firm, since 2004.  From 2002 to 2004, David served as CEO of English Language Learning and Instruction System, a publicly traded educational software company in Sandy, Utah.  David has also acted as general counsel to numerous public and private companies.  David was an associate in the Mergers & Acquisitions and Corporate Finance departments at the law firm of Skadden, Arps, Slate, Meagher&Flom in New York, NY. David received his B.A. in History from Weber State University in 1990 and his J.D. from New York University in 1993.  David is 43 years of age.
 
Advisory Board

Our advisory board has advised our Board of Directors on our business plan and operations. We do not currently have an advisory board but do intend to reinstitute one in the future.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC reports of ownership and changes in ownership of our common stock and other equity securities. Executive officers, directors and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.  Based on the review of copies of such reports furnished to us and written representations that no other reports were required, we believe that, during the 2011 fiscal year, all Section 16(a) filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were complied with.  

Code of Ethics

The Company has not yet adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Company currently has no plans to adopt a revised code of ethics that meets the definition of a "code of ethics" under applicable SEC regulations.
 
 

 

Mr. Rees, our president, were paid $0 in both 2011 and 2010 for his services provided to us. Other than as described in the preceding sentence, no compensation was awarded or paid by us to, or earned by, any officer or director as our employee during the fiscal year ended December 31, 2011. We currently have no stock option, retirement, pension, profit-sharing programs or similar plans for the benefit of our directors, officers or other employees. We anticipate that we will pay employment compensation, including bonuses and benefits, to our officers and directors in the future.

The following table sets forth the aggregate cash compensation paid by the Company in the four most recent fiscal years ended December 31, 2011, to each of its most highly compensated executive officers of the Company.

Summary Compensation Table

             
Name And Principal Position
Fiscal year Ended Dec. 31
Salary
Bonus
Stock Awards ($)
Securities Underlying Options
Options Awards (Value of Options) ($) (5)
Total Compensation
David M. Rees, CEO
2011
2010
$0
--
--
--
--
$0
James P. Walker, Jr.: President, Secretary, Director
2011
2010
2009
2008
2007
$0
$0
$0
$0
$0
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
$0
$0
$0
$49,500 (1)
$66,500 (1)
Michael Jacobson: Vice President, Chairman
2011
2010
2009
2008
2007
N/A
N/A
$0
$0
$0
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
N/A
N/A
$0
$0
$15,500 (1)
Ron Gardner: Vice President, Chairman
2011
2010
2009
$0
$0
$0
--
--
--
--
--
--
--
--
--
--
--
--
$0
$0
$0
David M. Rees: President, Director
2011
2010
$0
$0
--
--
--
--
--
--
--
--
$0
$0
Rebecca Richardson-Blanchard: Chief Financial Officer
2011
2010
2009
2008
2007
$0
$0
$0
$0
$0
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
$0
$0
$0
$0
$0
               
(1) Payment for services provided to the Company as independent contractors.

 
 
 
Director Compensation

We do not currently compensate our directors for their services as directors. Directors are reimbursed for their reasonable out-of-pocket expenses incurred with attending board or committee meetings.

The following table provides summary information concerning compensation awarded to, earned by, or paid to any of our directors for all services rendered to the Company in all capacities for the fiscal year ended December 31, 2010.

               
Name
Salary/Fees Earned or Paid in Cash ($)
Stock Awards ($)
Option Awards ($)
Non-Equity Incentive Plan Compensation ($)
Change in Pension Value and Nonqualified Deferred Compensation Earnings
All Other Compensation ($)
Total Compensation
James P. Walker, Jr.
--
--
--
--
--
--
$0 (1)
               
David M. Rees
--
--
--
--
--
--
$0 (1)
               
Ronald D. Gardner
--
--
--
--
--
--
$0 (1)
Kelly Walker
--
--
--
--
--
--
$0 (1)

(1)  
This total does reflect the amounts paid to directors who provided independent contractor services to the Company.  See the Executive Compensation table above.  No Directors were paid for their services as directors.
 

The following table sets forth, as of December 31, 2011, certain information with respect to the Common Stock beneficially owned by (i) each Director, nominee to the Board of Directors and executive officer of the Company; (ii) each person who owns beneficially more than 5% of the Company's Common Stock; and (iii) all Directors and executive officers as a group:

Name and Address
of Beneficial Owner
Amount and Nature
of Beneficial Ownership
 
Percent of Class (5)
     
James P. Walker, Jr., Director (1) (3)
3538 Caruth Blvd., Suite 200
Dallas, Texas 75225
7,521 (2)
0.00%
     
David M. Rees, President & Director (1)
175 South Main Street, 15th Floor
Salt Lake City, Utah 84111
8,181,329 (4)
95.21%
     
All Directors and executive officers as of December 31, 2010 (2 persons) (3)
8,188,850
95.30%
 
 

 
(1)  
The person listed is an executive officer and/or director of the Company.

(2)  
7,354 shares are held of record by Mr. Walker's children. Therefore, he may be deemed to be the beneficial owner of those shares.

(3)  
Mr. Walker submitted his resignation as a director of the Company on December 31, 2010.
 
(4)  
8,181,329 shares are held of record by Vincent & Rees, L.C., of which, David M. Rees is the managing member; therefore, he may be deemed to be a beneficial owner of those shares.

(5)  
Based on 8,592,980 shares issued and outstanding as of December 31, 2011.


James Walker, a director through of December 31, 2010, and our President, Secretary until his resignation in September 2010 has devoted substantial time and attention to the BidGive business over the last six years. Ron Gardner, our Chairman of the Board and Vice President until his resignation in September 2010, has devoted substantial time and attention to BidGive as well.  They have also paid certain necessary expenses on our behalf, which payments were treated as capital contributions or reimbursable expenses.   

Other than as described herein, no officer or employee has received or accrued any compensation through December 31, 2010.  When BidGive Group, LLC was formed to purchase certain select assets (the discount certificate concept) from BidGive, Inc., membership interests in BidGive Group, LLC were dividended to all BidGive, Inc. stockholders as part of the purchase price for such assets. Accordingly, on October 2, 2003, 800,000 membership interest units of BidGive Group, LLC were issued to each of Mr.
 
Walker and Mr. Jacobson as a dividend on the shares of BidGive, Inc. common stock held by each of them.  On December 4, 2003, the date of the merger of BidGive Group, LLC into the Merger Sub, Mr. Walker and Mr. Jacobson were each issued 1,470,625 shares of the our common stock in exchange for each individual’s 800,000 membership interest units in BidGive Group, LLC based on a formula applied equally to all BidGive Group, LLC members in such merger.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees
 
The aggregate fees billed by Peter Messineo, CPA for audit of the Company’s annual financial statements, including reviews of quarterly financial statements filed with the SEC, was $6,250 and $6,000 for the fiscal years ended December 31, 2011 and 2010.

Tax Fees
 
The aggregate fees billed by Peter Messineo, CPA for tax compliance, tax advice and tax planning was $0 for the both fiscal years ended December 31, 2011 and 2010

All Other Fees
 
Peter Messineo, CPA did not bill the Company for any products and services other than the foregoing during the fiscal years ended December 31, 2011 and 2010
 
 

 
Audit Committees Pre-approval Policies and Procedures

Bidgive International, Inc. does not have an audit committee per se. The current board of directors functions as the audit committee.
 
 

(a)  Exhibits.

31.1  Certification of Chief Executive Officer of BidGive International, Inc. Pursuant to Rule 13a-14(a)/15d-14(a).*

31.2  Certification of Chief Financial Officer of BidGive International, Inc. Pursuant to Rule 13a-14(a)/15d-14(a).*

32.1  Certification of Chief Executive Officer of BidGive International, Inc. Pursuant to 18 U.S.C. Section 1350.*

32.2  Certification of Chief Financial Officer of BidGive International, Inc. Pursuant to 18 U.S.C. Section 1350.*
__________
(*)Filed herewith.
 

SIGNATURES

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

BIDGIVE INTERNATIONAL, INC.

By: /S/ David M. Rees
President
Dated: March 30, 2012

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

BIDGIVE INTERNATIONAL, INC.

By: /S/ David M. Rees
President
Dated: March 30, 2012

By: /S/ David M. Rees
Interim Chief Financial Officer, Principal Accounting Officer
Dated: March 30, 2012

By: /S/ David M. Rees
Director
Dated: March 30, 2012


 
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