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

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2012

o TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from  ____ to _____.

Med One Oak, Inc.
(exact name of registrant as specified in its charter)

Delaware
000-49999
13-4025362
(State or other jurisdiction of
incorporation or organization)
Commission file number
(I.R.S. Employer Identification No.)

8850 Six Pines, Ste. 270, The Woodlands, TX  77380
(Address of principal executive office including zip code)
     
 
(281) 348-4020
 
 
(Registrant's telephone number)
 
Bidgive International, Inc.
(Former name, former address and former fiscal year if changed since last report)

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 preceding 12 months (or for 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.
Yes x No o
 
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 x No o
 
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 o
Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)
Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes x No o
 
The number of shares outstanding of the registrant's common stock on September 30, 2012: 1,159,298
 
 
 

 

 
INDEX


 

Part I—FINANCIAL INFORMATION


MED ONE OAK, INC.
(FORMERLY BIDGIVE INTERNATIONAL, INC.)
CONDENSED CONSOLIDATED BALANCE SHEETS

 
September 30, 2012
 
December 31, 2011
 
 
(Unaudited)
       
ASSETS
 
Current assets
           
Cash
  $ -     $ -  
Total current assets
    -       -  
                 
Total assets
  $ -     $ -  
                 
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
 
Current liabilities
               
Accounts payable and accrued liabilities
  $ 9,565     $ 4,750  
Total current liabilities
    9,565       4,750  
                 
Total liabilities
    9,565       4,750  
                 
Common stock subject to rescission rights, $.001 par value; 216 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; 1,159,298 shares issued and outstanding for both September 30, 2012 and December 31, 2011 (outstanding shares include shares subject to rescission rights from above).*
    1,159       1,159  
Additional paid in capital
    1,740,333       1,729,119  
Accumulated deficit
    (1,791,557 )     (1,775,528 )
                 
Total stockholders'  (deficit)
    (50,065 )     (45,250 )
                 
Total liabilities and stockholders' (deficit)
  $ -     $ -  


*Effective on October 8, 2012, the Company performed a 10 to 1 reverse stock split on its outstanding shares of common stock.  This reverse stock split has been presented retroactively on all stock numbers presented in the financial statements.

The Accompanying Notes are an Integral Part of these Condensed Consolidated Financial Statements

 
 
(FORMERLY BIDGIVE INTERNATIONAL, INC.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

   
For the Three Months ended September 30,
   
For the Nine Months ended September 30,
 
   
2012
   
2011
   
2012
   
2011
 
Revenues
                       
Sales revenues
  $ -     $ -     $ -     $ 1,875  
Cost of goods sold
    -       -       -       1,150  
Gross Profit
    -       -       -       725  
                                 
Operating expenses
                               
Professional fees
    9,565       2,043       9,565       19,158  
Office expenses/administrative
    -       -       6,464       94  
Other expenses
    -       -       -       3,000  
Total operating expenses
    9,565       2,043       16,029       22,252  
                                 
Loss from operations
    (9,565 )     (2,043 )     (16,029 )     (21,527 )
                                 
Other income (expense)
                               
Interest expense
    -       -       -       (6,216 )
Gain on debt forgiveness
    -       -       -       112,949  
Gain on Sale of Assets
    -       -       -       17,577  
Total other income (expense)
    -       -       -       124,310  
                                 
Net loss before income taxes
    (9,565 )     (2,043 )     (16,029 )     102,783  
Provision for income taxes
    -       -       -       -  
                                 
NET LOSS
  $ (9,565 )   $ (2,043 )   $ (16,029 )   $ 102,783  
                                 
Basic net loss per share
  $ (0.01 )   $ (0.00 )   $ (0.01 )   $ 0.12  
Weighted average number of shares outstanding, including shares subject to rescission *
    1,159,298       859,298       1,159,298       859,298  


* Effective on October 8, 2012, the Company performed a 10 to 1 reverse stock split on its outstanding shares of common stock.  This reverse stock split has been presented retroactively on all stock numbers presented in the financial statements.


The Accompanying Notes are an Integral Part of these Condensed Consolidated Financial Statements
 

 
(FORMERLY BIDGIVE INTERNATIONAL, INC.)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

   
For the Nine Months ended September 30,
 
   
2012
   
2011
 
Cash flows from operating activities:
           
Net income/(loss)
  $ (16,029 )   $ 104,826  
Adjustments to reconcile net income/(loss) to net cash used in operations:
         
Gain on debt extinguishment
    -       (112,949 )
Gain on sale of assets
    -       (17,577 )
Changes in operating assets and liabilities:
               
Accounts receivable
    -       1,613  
Accounts payable and accrued liabilities
    4,815       (6,837 )
Accrued interest
    -       6,216  
Net cash used in operations
    (11,214 )     (24,708 )
                 
Cash flows from investing activities:
               
Cash exchanged on sale of assets
    -       (771 )
Net cash used in investing activities
    -       (771 )
                 
Cash flows from financing activities:
               
Proceeds from related party contributions
    11,214       -  
Proceeds from loans from shareholder
    -       24,864  
Net cash provided by financing activities
    11,214       24,864  
                 
Increase (decrease) in cash and cash equivalents
    -       (615 )
Cash and cash equivalents, beginning of period
    -       615  
Cash and cash equivalents, end of period
  $ -     $ -  
                 
Supplemental disclosures of cash flow information:
               
Interest paid in cash
  $ -     $ -  
Income taxes paid in cash
  $ -     $ -  

The Accompanying Notes are an Integral Part of these Condensed Consolidated Financial Statements
 

 
(FORMERLY BIDGIVE INTERNATIONAL, INC.)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2012

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Quarterly Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q but do not include all of the information and footnotes required by generally accepted accounting principles and should, therefore, be read in conjunction with the Company’s 2011 financial statements in Form 10-K and any amendments thereto. These statements do include all normal recurring adjustments which the Company believes necessary for a fair presentation of the statements. The interim operating results are not necessarily indicative of the results for a full year.

Nature of Business

The consolidated financial statements presented are those as of September 30, 2012 of Med One Oak, Inc. (formerly BidGive International, Inc.). The Company is currently a “shell” company as defined by SEC Rule 12b-2. The Company consolidation includes the inactive accounts of MPublishing, LLC, a disregarded entity.

NOTE 2 COMMON STOCK SUBJECT TO RECISSION RIGHTS

During 2004, the Company issued 32,400 (216 post-split) 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 32,400 (216 post split) shares 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.

NOTE 3 GOING CONCERN

The financial statements are presented on the basis that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. 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. As of September 30, 2012, the Company has incurred accumulated deficits of $1,791,557 and had cash of $0. The Company has had recurring net losses and negative working capital. The Company had a working capital deficit of $9,565 and $4,750 for September 30, 2012 and December 31, 2011, respectively. The Company has had negative cash flows from operations. 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. Management feels that the related revenues from operations and reduction in expenses and overhead will provide the Company with sufficient working capital to allow it to continue as a going concern, however revenues must increase significantly for the Company to remain viable.

NOTE 4 REVERSE STOCK SPLIT

Effective on October 8, 2012, the Company performed a 10 to 1 reverse stock split on its outstanding shares of common stock.  This reverse stock split has been presented retroactively on all stock numbers presented in the financial statements.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation.

The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the Company's Condensed Consolidated Financial Statements and related Notes.

Disclaimer Regarding Forward-Looking Statements

Certain statements in this prospectus 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 the future cannot be accurately predicted. Words such as “plans,” “intends,” “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 our present and future operations, and statements that express or imply that such present and future operations will or may produce revenues, income or profits. In evaluating these forward-looking statements, you should consider various factors that may cause our actual results to differ materially from any forward-looking statement. We caution you not to place undue reliance on these forward-looking statements. Although we base these forward-looking statements on our expectations, assumptions and projections about future events, actual events and results may differ materially, and our expectations, assumptions and projections may prove to be inaccurate. The forward-looking statements speak only as of the date hereof, and we expressly disclaim any obligation to publicly release the results of any revisions to these forward-looking statements to reflect events or circumstances after the date of this filing. Forward-looking statements reflect the current view of management with respect to future events and are subject to numerous risks, uncertainties and assumptions. We can give no assurance that such expectations will prove to be correct. Should any one or more of such risks or uncertainties materialize or should any underlying assumptions prove incorrect, actual results are likely to vary materially from those described in this Form 10-Q. There can be no assurance that the projected results will occur, that these judgments or assumptions will prove correct or that unforeseen developments will not occur. We are under no duty to update any of the forward-looking statements after the date of this Form 10-Q.

Background

Med One Oak, Inc. (“we” or 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. On April 12, 2004, Rolfe Enterprises, Inc. was merged (the “Reincorporation Merger”) with and into the Company, a Delaware corporation, and prior to such date a wholly-owned subsidiary of Rolfe Enterprises, Inc., with the Company 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 October 8, 2012, the Company changed its name to Med One Oak, 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 consist 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, and numerous other products and services as opportunities arise.

During 2005, the Company acquired a majority interest in MPublishing, LLC (“MPub”), a newly formed entity created for the purpose (among other things) of producing and publishing the magazine “M”. In the first quarter of 2006, AMS transferred its 20% ownership interest in MPublishing, LLC to the Company in exchange for a 20% net profits interest. In May 2007, MPub sold all the assets and publishing operations, including the magazine and associated website, to Creede Media, LLC.

On September 13, 2010, Vincent & Rees, L.C. (“Vincent & Rees”) entered into a Stock Purchase Agreement (the “2010 SPA”) with certain holders of an aggregate of 181,328 shares of common stock, by which Vincent & Rees agreed to purchase all of those holders common stock. Following the completion of the 2010 SPA, on September 13, 2010, Vincent & Rees entered into a Subscription Agreement (the “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 SPA and the Subscription Agreement, Vincent & Rees became the holder of an aggregate of approximately 96.6% of the Company’s outstanding shares of common stock, and a change of control occurred.

On March 31, 2011, the Company entered into an Asset Sale, Purchase and Transfer Agreement with Bidgive Strategic Concepts, LLC, a Texas limited liability company (“BSC”) whereby the Company sold its operations to the BSC. The consideration for this transaction consists of the BSC’s assumption of the liabilities of the operations of the Company. Accordingly the Company is actively searching for merger candidates and acquisition opportunities.

 
On April 10, 2012, Choksi, LTD (the “Choksi”), entered into a Stock Purchase Agreement (the “SPA”) with the holders (the “Sellers”) of an aggregate of 11,308,420 shares (the “Shares”) of common stock of the Company, pursuant to which the Choksi agreed to purchase all of the Shares from the Sellers for $370,000. The proceeds of this sale were used by the Sellers to pay off certain liabilities of the Company.
 
At the closing of the transactions contemplated by the SPA there was a change of control and upon completion of all of the transaction, Choksi became the holder of approximately 97.5% of the Company’s outstanding shares of common stock, resulting in a change of control of the Company.
 
In connection with the consummation of the transactions contemplated by the SPA, Dr. Asit Jaykant Choksi was elected to the Company’s Board of Directors and as President, Secretary and Treasurer.

Results of Operations


 
The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our results of operation and financial condition for the three and nine months ended September 30, 2012.  The following discussion should be read in conjunction with the Financial Statements and related Notes appearing elsewhere in this Form 10-Q.

Three and Nine Months Ended September 30, 2012 Compared to the Three and Nine Months Ended September 30, 2011

Revenues.  Our revenue was nil during both the three months ended September 30, 2012 and September 30, 2011.  Our revenue decreased to $0 for the nine month period ended September 30, 2012, from $1,875 for the nine month periods ended September 30, 2011.  The decrease in revenue was due to the change in controls and reverse merger of prior operations.

Operating expenses.  Our operating expenses were $9,565 and $2,043 for the three months ended September 30, 2012, respectively.  Our operating expenses were $16,029, and $22,252, for the nine months ended September 30, 2012 and 2011, respectively.  The decrease was attributable to the removal of the operating company accompanying the change in controls.  Our current expenses were primarily professional fees, incurred for maintaining SEC compliance.  We anticipate that we will continue to incur these related expenses.

Net Gain (Loss).  The Company generated a gain from the sale of its operating assets and forgiveness of debt in the nine months ended September 30, 2011of $102,783 and a net loss in the amount of $2,043 for the three month period ended September 30, 2011.  The net loss for the three month period is attributable to the cost of compliance with the SEC.  For the three and nine month periods ending September 30, 2012, the Company had losses of $9,565 and $16,029, respectively.   

Liquidity and Capital Resources

As of September 30, 2012, the Company’s consolidated balance sheet reflects cash of $0, current and total assets of $0 in comparison to $0 for December 31, 2011. As of September 30, 2012 we have working capital of $0. We are dependent on our majority shareholder to fund our current obligations; however there is no written commitment.

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 2012 based upon our current level of operations.



Plan of Operations

The Company is actively searching for merger candidates and acquisition opportunities.

Events Subsequent to September 30, 2012

None.

Off-Balance Sheet Arrangements

During the three months ended September 30, 2012, the Company had no off balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4T. Controls and Procedures

Disclosure Controls and Procedures

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures that is effective to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our chief executive officer and principal accounting officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported with the time periods specified. Our chief executive officer and principal accounting officer also concluded that our disclosure controls and procedures were effective as of September 30, 2012, to provide reasonable assurance of the achievement of these objectives.
 
Changes in Internal Control over Financial Reporting
 
There was no change in the Company's internal control over financial reporting during the quarter ended September 30, 2012, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. No recently issued pronouncements are expected to have a material impact on the company’s financial reporting.

 

Part II - Other Information

Item 1. Legal Proceedings

None.


Item 6. Exhibits

Exhibit Number
Description
   
31.1
Certification of Chief Executive Officer of Med One Oak, Inc. Pursuant to Rule 13a-14(a)/15d-14(a).*
31.2
Certification of Chief Financial Officer of Med One Oak, Inc. Pursuant to Rule 13a-14(a)/15d-14(a).*
32.1
Certification of Chief Executive Officer of Med One Oak, Inc. Pursuant to 18 U.S.C. Section 1350.*
32.2
Certification of Chief Financial Officer of Med One Oak, Inc. Pursuant to 18 U.S.C. Section 1350.*

(*) Filed herewith.

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MED ONE OAK, INC.

Dated: November 7, 2012
By: /s/ Asit Jaykant Choksi
 
President and
 
Chief Executive Officer
   
Dated: November 7, 2012
By: /s/ Asit Jaykant Choksi
 
Chief Financial Officer