SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

          Date of Report (Date of earliest event reported) May 9, 2005

                                 BIDVILLE INC.
             (Exact name of registrant as specified in its charter)

      Nevada                       000-31477                      98-0224958
 (State or Other                (Commission File               (I.R.S. Employer
   Jurisdiction                     Number)                  Identification No.)
of Incorporation)


                         601 Cleveland Street, Suite 120
                            Clearwater, Florida 33755

           (Address of principal executive offices including zip code)

                                 (727) 442-9669

              (Registrant's telephone number, including area code)



          (Former name or former address, if changed since last report)

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


<PAGE>


Section 1 - Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On May 9, 2005, Bidville, Inc. (hereafter referred to as "we" or "us") completed
a  Subscription   Agreement  and  Warrant  Agreement   (hereafter   referred  to
collectively as "the Agreement") with Delmount  International Ltd. ("Delmount"),
which is  registered  as a  corporation  in the  British  Virgin  Islands and is
located in Tortola, British Virgin Islands. Delmount is controlled by Rolf Hess.
Under the terms to the Agreement, we agree to sell to Delmount, and Delmount has
agreed to purchase:

      o     two thousand five hundred (2,500) shares of our Series A Convertible
            Preferred Stock  ("Preferred  Shares") at a purchase price of $1,000
            per Preferred Share; and

      o     a common stock purchase  warrant for 3,500,000  shares of our common
            stock.

The Agreement contains the terms specified in the headings below.

Terms of the Preferred Shares

Each Preferred Share is convertible into 1,667 shares of our common stock.  Upon
the  purchase of all  Preferred  Shares by Delmont,  we will  receive  aggregate
proceeds of Two Million Five Hundred Thousand Dollars ($2,500,000) for all 2,500
Shares  offered.  The purchase of the Preferred  Shares is scheduled to occur in
ten separate  closings of 250 shares in exchange for  consideration  of $250,000
per  closing.  The  closings  are  scheduled  for the week of May 16,  2005 (the
"initial  closing"),  May 16, 2005, May 23, 2005,  June 6, 2005,  June 20, 2005,
July 5, 2005,  July 18,  2005,  August 1, 2005,  August 15,  2005 and August 29,
2005.

Terms Related to Warrants

On the  initial  closing  date,  the date upon which  Delmount  is  required  to
purchase  250  shares of our  Preferred  Stock for  $250,000,  we agree to grant
Delmont a warrant to purchase up to 3,500,000  shares of our common stock.  Upon
such time as Delmount  has  completed  the purchase of 2,500 shares of Preferred
stock,  2,500,000  of the  warrants  will vest and  Delmont may  exercise  these
2,500,000  Warrants at a conversion price of $.60 per common share. The warrants
are  exercisable  from the date of vesting  until March 31, 2010.  The remaining
1,000,000  shares of common stock underlying the Warrant will vest pro rata upon
Delmount's exercise of its Option, as described below under "Additional Option".

Additional Option

If each of the 10 Closing Dates has occurred and Delmount has otherwise complied
with the terms of the Agreement, Delmount will have the option (the "Option") to
purchase an additional  1,000 shares of our Preferred Shares for $1000 per share
or an aggregate purchase price of One Million  ($1,000,000)  Dollars. The Option
and its closing must occur prior to the earlier of September 26, 2005 or 28 days
after  receiving  notice from the  Securities and Exchange  Commission  that the
registration  statement  covering  the  resale of the  shares  of  common  stock
underlying  the  Preferred  Shares  and the  Warrant  Shares  has been  declared
effective.

<PAGE>

Right of First Refusal

The Agreement  further provides that from the date of the Agreement until August
29,  2006  (provided  Delmount  is in full  compliance  with  the  terms  of the
Agreement and all of the scheduled  Closings have  occurred)  Delmount will have
the right to participate in up to 100% of any subsequent financing involving our
common stock or common stock equivalents.

Adjustment Provisions

The number and kind of securities  purchasable upon the exercise of this Warrant
and the  Exercise  Price are  subject to  adjustment  from time to time upon the
occurrence of certain events, as follows:

      (a)  Reclassification.  In the case of any  reclassification  or change of
      securities  issuable upon exercise of the Warrant  (other than a change in
      par value,  or from par value to no par value, or from no par value to par
      value, or as a result of a subdivision or combination),  or in case of any
      merger of us with or into  another  corporation  (other than a merger with
      another  corporation  in  which  we are the  acquiring  and the  surviving
      corporation and which does not result in any reclassification or change of
      outstanding securities issuable upon exercise of this Warrant), or in case
      of any  sale  of all or  substantially  all of our  assets,  we,  or  such
      successor  or  purchasing  corporation,  will  execute  and deliver to the
      holder of the  Warrant,  a new Warrant (in form and  substance  reasonably
      satisfactory to the holder of this Warrant),  or we will make  appropriate
      provision without the issuance of a new Warrant, so that the holder of the
      Warrant will have the right to receive,  at a total  purchase price not to
      exceed that payable upon the  exercise of the  unexercised  portion of the
      Warrant,  and in lieu of the  shares of our  common  stock  issuable  upon
      exercise of the Warrant, (i) the kind and amount of shares of stock, other
      securities,  money and  property  receivable  upon such  reclassification,
      change,  merger or sale by a holder of the  number of shares of our common
      stock then  purchasable  under the Warrant,  or (ii) in the case of such a
      merger or sale in which the consideration  paid consists all or in part of
      assets other than  securities of the successor or purchasing  corporation,
      at the  option  of  the  Holder  of the  Warrant,  the  securities  of the
      successor  or  purchasing  corporation  having  a value at the time of the
      transaction equivalent to the fair market value of our common stock at the
      time of the  transaction.  The provisions of this shall similarly apply to
      successive reclassifications, changes, mergers and transfers.

      (b) Stock Splits, Dividends and Combinations. In the event that we will at
      any time subdivide the outstanding  shares of our or we will issue a stock
      dividend on our  outstanding  shares of common  stock the number of shares
      issuable  upon  exercise  of  the  Warrant   immediately   prior  to  such
      subdivision   or  to  the  issuance  of  such  stock   dividend  shall  be
      proportionately increased, and the Exercise Price shall be proportionately
      decreased,  and in  the  event  that  we  will  at any  time  combine  the
      outstanding  shares of our common stock the number of shares issuable upon
      exercise  of the Warrant  immediately  prior to such  combination  will be
      proportionately  decreased, and the Exercise Price will be proportionately
      increased,  effective  at the  close  of  business  on the  date  of  such
      subdivision, stock dividend or combination, as the case may be.

<PAGE>

      (c) Mandatory Call. When the average closing bid price of our common stock
      meets  or  exceeds  200% of the  Exercise  Price  then in  effect  for ten
      consecutive  trading days, we have the right,  but not the obligation,  to
      call all or part of the vested Warrants provided, however, that we may not
      exercise the call feature unless a registration  statement registering the
      shares has been  declared  effective  at least  twenty (20)  trading  days
      earlier  and is  effective  from the date of  delivery  of the call notice
      until ten (10) business days later and the shares  underlying the warrants
      will be issued without restrictive legend. The call price shall be subject
      to  adjustment  according to the  adjustment  mechanisms  set forth in the
      Warrant  Agreement.  In the event that we elect to exercise such right, we
      will  provide  written  notice of our  intention  to the Holder (the "Call
      Notice").  If the Warrants are not exercised within ten (10) business days
      following the date we issue the Call Notice, then we will buy each Warrant
      for a consideration  of $0.001 per warrant and the Warrants and all rights
      appurtenant thereto shall expire on the calendar day immediately following
      the date of the Call Notice.

      (d)  Dilution  Protection.  If we,  at any time  after the  Warrants  have
      vested,  as provided for in the  Agreement,  issue shares of common stock,
      warrants or  instruments  that are  convertible  into shares of our Common
      Stock at a price per share below the then  current  Exercise  Price of the
      outstanding  Warrants then the exercise price of the vested  Warrants will
      be adjusted to the price that the shares or warrants or  instruments  that
      are convertible into common stock are issued. In addition, the Holder will
      be issued additional  warrants according to the following formula:  amount
      of  warrants  * (old  exercise  price / new  exercise  price) - amount  of
      warrants.  For  example:  We issue new shares at 30 cents,  the Holder has
      10,000 vested Warrants:  The Holder shall therefore be entitled to receive
      10,000 * ($0.60 /  $0.30) - 10,000 = 10,000  additional  warrants  and the
      exercise  price on all  20,000  warrants  will  then be $0.30  versus  the
      original $0.60. If we issue any shares,  warrants or instruments  that are
      convertible  into shares of our common  Stock at a price less than 1 cent,
      then the dilution  will be calculated as if the issuance had happened at a
      price of one cent ($0.01). Notwithstanding the foregoing, there will be no
      adjustment  for any options to purchase our shares of common stock granted
      by us under our option plan then in effect.

Registration Rights

We have  agreed  to file with the  Securities  Exchange  Commission  a Form SB-2
Registration  Statement,  or such other  form that we are  eligible  to use,  to
register  Nine Million Five Hundred  Thousand  (9,500,000)  shares of our common
stock,  which will  include Six Million  (6,000,000)  shares of our common stock
underlying  the  Preferred  Shares  and  Three  Million  Five  Hundred  Thousand
(3,500,000)   Warrant  Shares   (issuable  upon   conversion  of  the  Warrant).
Additionally,  we have  agreed to  register  Two  Million  Two  Hundred and Five
Thousand  (2,205,000)  shares of our common stock underlying certain warrants we
issued  in  December  2003.  Further,  we agree  that we will file the Form SB-2
Registration Statement within forty (40) business days after the initial closing
date.If we should fail to file the  registration  statement within such time, we
will be  required  to  deliver to the holder of the  registrable  securities  as
liquidated damages, an amount in cash equal to one-tenth (1/10th) of one percent
(0.1%) thereafter of the purchase price of the preferred stock purchased through
such date.

<PAGE>

Representations, Warranties, and Convenants

In  connection  with  the  Agreement,  the parties  make  certain  standard
representations,  covenants,  and  warranties to each other,  including a mutual
indemnification provision.

In connection  with the offer and sale of our securities to Delmount,  we relied
upon the  exemptions  from the  registration  requirements  of  Section 5 of the
Securities  Act of  1933,  as  amended,  including  Sections  4(2)  and 4(6) and
Regulation D, and /or Regulation S, if applicable,  promulgated  thereunder.  We
believed that these exemptions were available because:

      o     Delmount is an Accredited Investor;

      o     The  securities  are to be acquired by Delmount in a transaction  or
            chain of transactions not involving any public offering;

      o     Our management had a pre-existing  relationship  with Delmount prior
            to the offer and sale of the securities to it; and

      o     All  securities  purchased by Delmount are marked with a restrictive
            legend.

      o     Delmount  is a  non-U.S.  person  acquiring  the  securities  in  an
            offshore transaction.

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

See disclosure under Item 1.01 above.

Section 5 - Corporation Governance and Management

Item 5.03 Amendments to Articles of  Incorporation  or Bylaws;  Change in Fiscal
Year.

On May 13, 2005, we amended our Articles of  Incorporation to create a series of
Preferred Stock,  "Series A Convertible  Preferred Stock." Under this amendment,
we are authorized to issue a total of Three Thousand Five Hundred (3,500) shares
of Series A Preferred  Stock.  Each share of Series A Preferred  Stock has a par
value  of  $.001  per  share.  The  face  amount  will be One  Thousand  Dollars
($1,000.00)  per share.  Each share of Series A Preferred  Stock is  convertible
into 1,667 shares of our common stock,  $ 0.001 par value at a conversion  price
of $0.60

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c)   Exhibits

4.1   Certificate of Designation of Rights and Preferences of Series A Preferred
      Stock of Bidville, Inc.

10.31 Subscription Agreement

10.32 Warrant Agreement and Form of Warrant Agreement


<PAGE>


                                   SIGNATURES
     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                                Bidville, Inc.
                                                (Registrant)

Dated: May 16, 2005                        By:
       ------------                            ---------------------------------
                                                Michael Palandro, President
{"company-data": {"conformed-name": "BIDVILLE INC", "cik": "0001081275", "assigned-sic": "7389", "irs-number": "980224958", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-31477", "film-number": "05836119"}, "business-address": {"street1": "601 CLEVELAND STREET", "street2": "SUITE 120", "city": "CLEARWATER", "state": "FL", "zip": "33755", "phone": "7274429669"}, "mail-address": {"street1": "625 N FLAGLER DRIVE", "street2": "SUITE 509", "city": "WEST PALM BEACH", "state": "FL", "zip": "33401"}, "former-company": [{"former-conformed-name": "AMERICAN RECREATIONAL ENTERPRISES INC", "date-changed": "20011003"}, {"former-conformed-name": "AMERICAN AMMUNITION INC", "date-changed": "20010905"}, {"former-conformed-name": "GREATESTESCAPES COM INC", "date-changed": "20000807"}]}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

          Date of Report (Date of earliest event reported) May 9, 2005

                                 BIDVILLE INC.
             (Exact name of registrant as specified in its charter)

      Nevada                       000-31477                      98-0224958
 (State or Other                (Commission File               (I.R.S. Employer
   Jurisdiction                     Number)                  Identification No.)
of Incorporation)

                         601 Cleveland Street, Suite 120
                            Clearwater, Florida 33755

           (Address of principal executive offices including zip code)

                                 (727) 442-9669

              (Registrant's telephone number, including area code)

          (Former name or former address, if changed since last report)

================================================================================
Section 1 - Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On May 9, 2005, Bidville, Inc. (hereafter referred to as "we" or "us") completed
a  Subscription   Agreement  and  Warrant  Agreement   (hereafter   referred  to
collectively as "the Agreement") with Delmount  International Ltd. ("Delmount"),
which is  registered  as a  corporation  in the  British  Virgin  Islands and is
located in Tortola, British Virgin Islands. Delmount is controlled by Rolf Hess.
Under the terms to the Agreement, we agree to sell to Delmount, and Delmount has
agreed to purchase:

      o     two thousand five hundred (2,500) shares of our Series A Convertible
            Preferred Stock  ("Preferred  Shares") at a purchase price of $1,000
            per Preferred Share; and

      o     a common stock purchase  warrant for 3,500,000  shares of our common
            stock.

The Agreement contains the terms specified in the headings below.

Terms of the Preferred Shares

Each Preferred Share is convertible into 1,667 shares of our common stock.  Upon
the  purchase of all  Preferred  Shares by Delmont,  we will  receive  aggregate
proceeds of Two Million Five Hundred Thousand Dollars ($2,500,000) for all 2,500
Shares  offered.  The purchase of the Preferred  Shares is scheduled to occur in
ten separate  closings of 250 shares in exchange for  consideration  of $250,000
per  closing.  The  closings  are  scheduled  for the week of May 16,  2005 (the
"initial  closing"),  May 16, 2005, May 23, 2005,  June 6, 2005,  June 20, 2005,
July 5, 2005,  July 18,  2005,  August 1, 2005,  August 15,  2005 and August 29,
2005.

Terms Related to Warrants

On the  initial  closing  date,  the date upon which  Delmount  is  required  to
purchase  250  shares of our  Preferred  Stock for  $250,000,  we agree to grant
Delmont a warrant to purchase up to 3,500,000  shares of our common stock.  Upon
such time as Delmount  has  completed  the purchase of 2,500 shares of Preferred
stock,  2,500,000  of the  warrants  will vest and  Delmont may  exercise  these
2,500,000  Warrants at a conversion price of $.60 per common share. The warrants
are  exercisable  from the date of vesting  until March 31, 2010.  The remaining
1,000,000  shares of common stock underlying the Warrant will vest pro rata upon
Delmount's exercise of its Option, as described below under "Additional Option".

Additional Option

If each of the 10 Closing Dates has occurred and Delmount has otherwise complied
with the terms of the Agreement, Delmount will have the option (the "Option") to
purchase an additional  1,000 shares of our Preferred Shares for $1000 per share
or an aggregate purchase price of One Million  ($1,000,000)  Dollars. The Option
and its closing must occur prior to the earlier of September 26, 2005 or 28 days
after  receiving  notice from the  Securities and Exchange  Commission  that the
registration  statement  covering  the  resale of the  shares  of  common  stock
underlying  the  Preferred  Shares  and the  Warrant  Shares  has been  declared
effective.
Right of First Refusal

The Agreement  further provides that from the date of the Agreement until August
29,  2006  (provided  Delmount  is in full  compliance  with  the  terms  of the
Agreement and all of the scheduled  Closings have  occurred)  Delmount will have
the right to participate in up to 100% of any subsequent financing involving our
common stock or common stock equivalents.

Adjustment Provisions

The number and kind of securities  purchasable upon the exercise of this Warrant
and the  Exercise  Price are  subject to  adjustment  from time to time upon the
occurrence of certain events, as follows:

      (a)  Reclassification.  In the case of any  reclassification  or change of
      securities  issuable upon exercise of the Warrant  (other than a change in
      par value,  or from par value to no par value, or from no par value to par
      value, or as a result of a subdivision or combination),  or in case of any
      merger of us with or into  another  corporation  (other than a merger with
      another  corporation  in  which  we are the  acquiring  and the  surviving
      corporation and which does not result in any reclassification or change of
      outstanding securities issuable upon exercise of this Warrant), or in case
      of any  sale  of all or  substantially  all of our  assets,  we,  or  such
      successor  or  purchasing  corporation,  will  execute  and deliver to the
      holder of the  Warrant,  a new Warrant (in form and  substance  reasonably
      satisfactory to the holder of this Warrant),  or we will make  appropriate
      provision without the issuance of a new Warrant, so that the holder of the
      Warrant will have the right to receive,  at a total  purchase price not to
      exceed that payable upon the  exercise of the  unexercised  portion of the
      Warrant,  and in lieu of the  shares of our  common  stock  issuable  upon
      exercise of the Warrant, (i) the kind and amount of shares of stock, other
      securities,  money and  property  receivable  upon such  reclassification,
      change,  merger or sale by a holder of the  number of shares of our common
      stock then  purchasable  under the Warrant,  or (ii) in the case of such a
      merger or sale in which the consideration  paid consists all or in part of
      assets other than  securities of the successor or purchasing  corporation,
      at the  option  of  the  Holder  of the  Warrant,  the  securities  of the
      successor  or  purchasing  corporation  having  a value at the time of the
      transaction equivalent to the fair market value of our common stock at the
      time of the  transaction.  The provisions of this shall similarly apply to
      successive reclassifications, changes, mergers and transfers.

      (b) Stock Splits, Dividends and Combinations. In the event that we will at
      any time subdivide the outstanding  shares of our or we will issue a stock
      dividend on our  outstanding  shares of common  stock the number of shares
      issuable  upon  exercise  of  the  Warrant   immediately   prior  to  such
      subdivision   or  to  the  issuance  of  such  stock   dividend  shall  be
      proportionately increased, and the Exercise Price shall be proportionately
      decreased,  and in  the  event  that  we  will  at any  time  combine  the
      outstanding  shares of our common stock the number of shares issuable upon
      exercise  of the Warrant  immediately  prior to such  combination  will be
      proportionately  decreased, and the Exercise Price will be proportionately
      increased,  effective  at the  close  of  business  on the  date  of  such
      subdivision, stock dividend or combination, as the case may be.
(c) Mandatory Call. When the average closing bid price of our common stock
      meets  or  exceeds  200% of the  Exercise  Price  then in  effect  for ten
      consecutive  trading days, we have the right,  but not the obligation,  to
      call all or part of the vested Warrants provided, however, that we may not
      exercise the call feature unless a registration  statement registering the
      shares has been  declared  effective  at least  twenty (20)  trading  days
      earlier  and is  effective  from the date of  delivery  of the call notice
      until ten (10) business days later and the shares  underlying the warrants
      will be issued without restrictive legend. The call price shall be subject
      to  adjustment  according to the  adjustment  mechanisms  set forth in the
      Warrant  Agreement.  In the event that we elect to exercise such right, we
      will  provide  written  notice of our  intention  to the Holder (the "Call
      Notice").  If the Warrants are not exercised within ten (10) business days
      following the date we issue the Call Notice, then we will buy each Warrant
      for a consideration  of $0.001 per warrant and the Warrants and all rights
      appurtenant thereto shall expire on the calendar day immediately following
      the date of the Call Notice.

      (d)  Dilution  Protection.  If we,  at any time  after the  Warrants  have
      vested,  as provided for in the  Agreement,  issue shares of common stock,
      warrants or  instruments  that are  convertible  into shares of our Common
      Stock at a price per share below the then  current  Exercise  Price of the
      outstanding  Warrants then the exercise price of the vested  Warrants will
      be adjusted to the price that the shares or warrants or  instruments  that
      are convertible into common stock are issued. In addition, the Holder will
      be issued additional  warrants according to the following formula:  amount
      of  warrants  * (old  exercise  price / new  exercise  price) - amount  of
      warrants.  For  example:  We issue new shares at 30 cents,  the Holder has
      10,000 vested Warrants:  The Holder shall therefore be entitled to receive
      10,000 * ($0.60 /  $0.30) - 10,000 = 10,000  additional  warrants  and the
      exercise  price on all  20,000  warrants  will  then be $0.30  versus  the
      original $0.60. If we issue any shares,  warrants or instruments  that are
      convertible  into shares of our common  Stock at a price less than 1 cent,
      then the dilution  will be calculated as if the issuance had happened at a
      price of one cent ($0.01). Notwithstanding the foregoing, there will be no
      adjustment  for any options to purchase our shares of common stock granted
      by us under our option plan then in effect.

Registration Rights

We have  agreed  to file with the  Securities  Exchange  Commission  a Form SB-2
Registration  Statement,  or such other  form that we are  eligible  to use,  to
register  Nine Million Five Hundred  Thousand  (9,500,000)  shares of our common
stock,  which will  include Six Million  (6,000,000)  shares of our common stock
underlying  the  Preferred  Shares  and  Three  Million  Five  Hundred  Thousand
(3,500,000)   Warrant  Shares   (issuable  upon   conversion  of  the  Warrant).
Additionally,  we have  agreed to  register  Two  Million  Two  Hundred and Five
Thousand  (2,205,000)  shares of our common stock underlying certain warrants we
issued  in  December  2003.  Further,  we agree  that we will file the Form SB-2
Registration Statement within forty (40) business days after the initial closing
date.If we should fail to file the  registration  statement within such time, we
will be  required  to  deliver to the holder of the  registrable  securities  as
liquidated damages, an amount in cash equal to one-tenth (1/10th) of one percent
(0.1%) thereafter of the purchase price of the preferred stock purchased through
such date.
Representations, Warranties, and Convenants

In  connection  with  the  Agreement,  the parties  make  certain  standard
representations,  covenants,  and  warranties to each other,  including a mutual
indemnification provision.

In connection  with the offer and sale of our securities to Delmount,  we relied
upon the  exemptions  from the  registration  requirements  of  Section 5 of the
Securities  Act of  1933,  as  amended,  including  Sections  4(2)  and 4(6) and
Regulation D, and /or Regulation S, if applicable,  promulgated  thereunder.  We
believed that these exemptions were available because:

      o     Delmount is an Accredited Investor;

      o     The  securities  are to be acquired by Delmount in a transaction  or
            chain of transactions not involving any public offering;

      o     Our management had a pre-existing  relationship  with Delmount prior
            to the offer and sale of the securities to it; and

      o     All  securities  purchased by Delmount are marked with a restrictive
            legend.

      o     Delmount  is a  non-U.S.  person  acquiring  the  securities  in  an
            offshore transaction.

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

See disclosure under Item 1.01 above.

Section 5 - Corporation Governance and Management

Item 5.03 Amendments to Articles of  Incorporation  or Bylaws;  Change in Fiscal
Year.

On May 13, 2005, we amended our Articles of  Incorporation to create a series of
Preferred Stock,  "Series A Convertible  Preferred Stock." Under this amendment,
we are authorized to issue a total of Three Thousand Five Hundred (3,500) shares
of Series A Preferred  Stock.  Each share of Series A Preferred  Stock has a par
value  of  $.001  per  share.  The  face  amount  will be One  Thousand  Dollars
($1,000.00)  per share.  Each share of Series A Preferred  Stock is  convertible
into 1,667 shares of our common stock,  $ 0.001 par value at a conversion  price
of $0.60

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c)   Exhibits

4.1   Certificate of Designation of Rights and Preferences of Series A Preferred
      Stock of Bidville, Inc.

10.31 Subscription Agreement

10.32 Warrant Agreement and Form of Warrant Agreement
SIGNATURES
     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                                Bidville, Inc.
                                                (Registrant)

Dated: May 16, 2005                        By:
       ------------                            ---------------------------------
                                                Michael Palandro, President