BIDGIVE INTERNATIONAL INC – 10-K – 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.

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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.

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  Table of Contents   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.

                                        Fiscal Year Ended       Fiscal Year Ended      Financial Statement Line Item    December 31, 2011       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.

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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.

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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 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:

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  Table of Contents        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.