**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
  
 FORM
        10-KSB
  
 (Mark
                  one)x
              Annual
                  Report Under Section 13 or 15(d) of the Securities Exchange Act
                  of
                  1934For
                  the fiscal year endedDecember
                  31, 2007.o
              Transition
                  Report Under Section 13 or 15(d) of the Securities Exchange Act
                  of
                  1934Commission
                  file number _____________________
 
 **BIOGOLD
                  FUELS CORPORATION**(Name
                  of Small Business Issuer in Its
                  Charter)
 
 **Nevada**
              
              **20-5609647**(State
                  of Incorporation)
              
              (IRS
                  Employer Identification No.)**1800
                  Century Park East, Suite 600**
                **Los
                  Angeles, California**
              
              **90067**(Address
                  of Principal Executive Offices)
              
              (Zip
                  Code)**(310)
                  556-0025**(Issuer’s
                  Telephone Number, Including Area
                  Code)
 
 
 Securities
        registered under Section 12(b) of the Exchange Act:
  *Title
                  Of Each Class*
              
              *Name
                  Of Each Exchange On Which Registered***None**
              
              **None**
  Securities
        registered under Section 12(g) of the Exchange Act:
  *Title
                  Of Each Class*
              
              *Name
                  Of Each Exchange On Which Registered***Common
                  Stock, par value $0.001 per share**
              
              **Over-The-Counter
                  Bulletin Board**
  Check
        whether the issuer is not required to file reports pursuant to Section 13
        or
        15(d) of the Exchange Act. o
  Check
        whether the issuer: (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 12 months (or for such shorter
        period
        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
  Check
        if
        there is no disclosure of delinquent filers in response to Item 405 of
        Regulation S-B contained in this form, and no disclosure will be contained,
        to
        the best of registrant’s knowledge, in definitive proxy or information
        statements incorporated by reference in Part III of this Form 10-KSB or any
        amendment to this Form 10-KSB. ý
  Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes o No x
  State
        issuer’s revenues for its most recent fiscal year: $0.00.
  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
        sold, or the average bid and asked prices of such common equity, as of a
        specified date within the past 60 days: As of March 31, 2008, the aggregate
        market value of the Company’s common stock held by non-affiliates was
        approximately $66,631,000 based on the closing price for shares of the Company’s
        common stock, as reported on the Over-the-Counter Bulletin Board for that
        date.
  State
        the
        number of shares outstanding of each of the issuer’s class of common equity, as
        of the latest practicable date: As of March 31, 2008, there were 75,035,233
        shares of the Company’s common stock outstanding.
  **DOCUMENTS
        INCORPORATED BY REFERENCE**
  No
        documents are incorporated by reference.
  Transitional
        Small Business Disclosure Format (Check one): Yes o No x
  
  
  **BIOGOLD
        FUELS CORPORATION**
 **INDEX
        TO ANNUAL REPORT ON FORM 10-KSB**
 **For
        the fiscal year ended December 31, 2007**
  **Page**Cautionary
                  Note Regarding Forward-Looking Statements
              ii**PART
                  I**Item
                  1.
              Description
                  of Business.
              1Item
                  2.
              Description
                  of Property.
              17Item
                  3.
              Legal
                  Proceedings.
              18Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders.
              18**PART
                  II**Item
                  5.
              Market
                  for Common Equity, Related Stockholder Matters and Small Business
                  Issuer
                  Purchases of Equity Securities.
              19Item
                  6.
              Management’s
                  Discussion and Analysis or Plan of Operation.
              22Item
                  7.
              Financial
                  Statements.
              24Item
                  8.
              Changes
                  in and Disagreements With Accountants on Accounting and Financial
                  Disclosure.
              25Item 8A.
              Controls
                  and Procedures.
              25Item 8B.
              Other
                  Information.
              28**PART
                  III**Item
                  9.
              Directors,
                  Executive Officers, Promoters, Control Persons and Corporate Governance:
                  Compliance With Section 16(a) of the Exchange Act.
              29Item
                  10.
              Executive
                  Compensation.
              31Item
                  11.
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters.
              34Item
                  12.
              Certain
                  Relationships and Related Transactions, and Director
                  Independence.
              35Item
                  13.
              Exhibits.
              37Item
                  14.
              Principal
                  Accountant Fees and Services.
              39Signatures
              40
  i
  **CAUTIONARY
        NOTE REGARDING FORWARD-LOOKING STATEMENTS**
  This
        document contains “forward-looking statements” within the meaning of the Private
        Securities Litigation Reform Act of 1995. All statements other than statements
        of historical fact are “forward-looking statements” for purposes of federal and
        state securities laws, including, but not limited to, any projections of
        earnings, revenue or other financial items; any statements of the plans,
        strategies and objectives of management for future operations; any statements
        concerning proposed new products or developments; any statements regarding
        future economic conditions or performance; any statements of belief; and
        any
        statements of assumptions underlying any of the foregoing.
  Although
        we believe that the expectations reflected in any of our forward-looking
        statements are reasonable, actual results could differ materially from those
        projected or assumed in any of our forward-looking statements. Our future
        financial condition and results of operations, as well as any forward-looking
        statements, are subject to change and inherent risks and uncertainties. The
        factors impacting these risks and uncertainties include, but are not limited
        to:
  ·
            our
                ability to identify, develop or obtain, and introduce new projects,
                products, and services;  ·
            our
                ability to successfully implement our plans for the building and
                operation
                of waste processing plants;  ·
            increased
                competitive pressures from existing competitors and new
                entrants;  ·
            adverse
                state or federal legislation or regulation that increases the costs
                of
                obtaining or keeping necessary permitting, or adverse findings by
                a
                regulator with respect to existing
                operations;  ·
            our
                ability to obtain required regulatory approvals to build and operate
                waste
                processing facilities;  ·
            our
                ability to execute our development plan on time and on
                budget;  ·
            fluctuations
                in general economic conditions;  ·
            the
                loss of customers or sales weakness;  ·
            our
                inability to achieve future sales levels or other operating
                results;  ·
            the
                unavailability of funds for capital expenditures;
                and  ·
            the
                risk of general or premises liability claims at waste processing
                facilities.  Forward-looking
        statements may include the words “may,” “could,” “will,” “estimate,” “intend,”
“continue,” “believe,” “expect,” “desire,” “goal,” “should,” “objective,”
“seek,” “plan,” “strive” or “anticipate,” as well as variations of such words or
        similar expressions, or the negatives of these words. These forward-looking
        statements present our estimates and assumptions only as of the date of this
        Annual Report on Form 10-KSB (this “Form 10-KSB”). Except for our ongoing
        obligation to disclose material information as required by the federal
        securities laws, we do not intend, and undertake no obligation, to update
        any
        forward-looking statement.
  We
        caution readers not to place undue reliance on any such forward-looking
        statements. Should one or more of these risks or uncertainties materialize,
        or
        should underlying assumptions prove incorrect, actual outcomes will likely
        vary
        materially from those indicated. For a detailed description of these and
        other
        factors that could cause actual results to differ materially from those
        expressed in any forward-looking statement, please refer to the section entitled
        “Description of Business—Risk Factors.”
  ii
  **PART
        I**
  **Item
        1.**   **Description
        of Business**
  The
        Company was originally formed as Full Circle Industries, Inc. (“Full Circle”).
        Full Circle was incorporated in Nevada on September 8, 2004 and was formed
        to
        pursue waste processing technologies.
 
 On
        April
        20, 2007, Full Circle Industries, Inc., a Nevada corporation (“Full Circle”)
        completed a merger (the “BioGold Merger”) with BioGold Fuels Corporation, a
        Nevada corporation (“BioGold”). The BioGold Merger was effected pursuant to the
        terms of an Agreement and Plan of Merger (“BioGold Merger Agreement”), entered
        into on April 20, 2007, by and among Full Circle, BioGold, and BioGold
        Acquisition Inc., a newly-formed Nevada corporation and wholly-owned subsidiary
        of BioGold (the “Subsidiary”). Pursuant to the terms of the BioGold Merger
        Agreement, the Subsidiary was merged with and into BioGold, with Full Circle
        as
        the surviving entity and wholly owned subsidiary of BioGold. Full Circle
        continued its business under the name of BioGold Fuels Corporation as a
        subsidiary of BioGold. All references to Full Circle or the Company also
        refer
        to BioGold, unless the context indicates otherwise.
 
 The
        Company entered into the BioGold Merger to obtain the assistance of the BioGold
        shareholders in raising capital and providing business development
        guidance.
 
 Pursuant
        to the terms of the BioGold Merger, BioGold acquired all of the outstanding
        shares of Common and Preferred Stock of Full Circle (“Full Circle Stock”) in
        exchange for shares of Common Stock, par value $0.0001 per share of BioGold
        (“BioGold Stock”). At the closing of the Merger (the “Closing”), each
        outstanding share of Full Circle Stock held by the stockholders of Full Circle
        (the “Full Circle Stockholders”) was converted into the right to receive
        approximately 1 share of BioGold Stock, and each of the outstanding option
        and
        warrant to purchase shares of Full Circle Stock was assumed by BioGold and
        converted into an option or warrant to purchase approximately 1 share of
        BioGold
        Common Stock (“Common Stock”) for each one share convertible into BioGold Common
        Stock pursuant to such option or warrant.
 
 Accordingly,
        immediately following the closing, the Full Circle Stockholders owned 26,442,123
        shares of BioGold Stock and held 2,553,000 warrants or options to purchase
        BioGold Stock. The 26,442,123 shares of BioGold Stock outstanding prior to
        the
        Merger remained outstanding following the Merger. As of the closing, the
        Full
        Circle Stockholders owned approximately 50% of the total 52,884,246 outstanding
        shares of BioGold Stock (or 55%, assuming exercise in full of the outstanding
        Full Circle options and warrants that were assumed by BioGold in connection
        with
        the Merger), and the remaining stockholders of BioGold owned approximately
        50%
        of the total outstanding shares of BioGold Stock (or 45%, assuming exercise
        in
        full of the outstanding Full Circle options and warrants that were assumed
        by
        BioGold in connection with the Merger).
 
 Due
        to
        the change in control of BioGold as a result of the BioGold Merger, the BioGold
        Merger was accounted for as an acquisition of BioGold by Full Circle and
        a
        recapitalization of Full Circle. Accordingly, the consolidated financial
        statements of the Company subsequent to the BioGold Merger consist of the
        balance sheets of both companies at historical cost, the historical operations
        of Full Circle, and the operations of both companies from the BioGold Merger
        date of April 20, 2007. At the time of the BioGold Merger, BioGold was a
        shell
        company and had no material assets, liabilities or operations.
 
 On
        October 25, 2007 BioGold Fuels Corporation, a privately-held Nevada corporation
        (“BioGold”) completed a merger (the “Cab-tive Merger”) with Cab-tive
        Advertising, Inc., a “shell” company organized under the laws of the State of
        Nevada (“Cab-tive”). The Merger was effected pursuant to the terms of an
        Agreement and Plan of Merger (“Merger Agreement”), entered into on October 24,
        2007, by and among BioGold, Cab-tive, and Cab-tive Acquisition Inc., a
        newly-formed Nevada corporation and wholly-owned subsidiary of Cab-tive (the
        “Subsidiary”). Pursuant to the terms of the Merger Agreement, the Subsidiary was
        merged with and into BioGold, with BioGold as the surviving entity. BioGold
        continued its business under the name of BioGold Fuels Corporation as a
        subsidiary of Cab-tive. All references to Cab-tive or the Company also refer
        to
        BioGold, unless the context indicates otherwise.
  1
 
 The
        Company entered into the Cab-tive Merger to allow for the public trading
        of its
        securities on the over the counter bulletin board, which was intended to
        provide
        increased liquidity for existing shareholders and increase the ability of
        the
        Company to raise additional capital.
 
 Pursuant
        to the terms of the Cab-tive Merger, Cab-tive acquired all of the outstanding
        shares of Common Stock of BioGold (“BioGold Common Stock”) in exchange for
        shares of Common Stock, par value $0.001 per share of Cab-tive (“Cab-tive
        Stock”). At the closing of the Merger (the “Closing”), each outstanding share of
        BioGold Common Stock held by the stockholders of BioGold (the “BioGold
        Stockholders”) was converted into the right to receive approximately 1.527
        shares of Cab-tive Stock, and each outstanding option and warrant to purchase
        shares of BioGold Common Stock was assumed by Cab-tive and converted into
        an
        option or warrant to purchase approximately 1.527 shares of BioGold Common
        Stock
        (“Common Stock”) for each one share convertible into BioGold Common Stock
        pursuant to such option or warrant (with the exercise price being adjusted
        accordingly).
 
 Accordingly,
        immediately following the closing, the BioGold Stockholders owned 54,593,233
        shares of Cab-tive Stock and held 3,900,631 warrants or options to purchase
        Cab-tive Stock. The 20,200,000 shares of Cab-tive Stock outstanding prior
        to the
        Merger remained outstanding following the Merger. As of the closing, the
        BioGold
        Stockholders owned approximately 73% of the total 74,793,233 outstanding
        shares
        of Cab-tive Stock (or 78%, assuming exercise in full of the outstanding BioGold
        options and warrants that were assumed by Cab-tive in connection with the
        Merger), and the remaining stockholders of Cab-tive owned approximately 27%
        of
        the total outstanding shares of Cab-tive Stock (or 22%, assuming exercise
        in
        full of the outstanding BioGold options and warrants that were assumed by
        Cab-tive in connection with the Merger).
 
 On
        November 9, 2007, Cab-tive’s board of directors and majority shareholders voted
        to approve the change in name from Cab-tive Advertising, Inc. to BioGold
        Fuels
        Corporation. On December 19, 2007, Cab-tive Advertising, Inc. changed its
        name
        to BioGold Fuels Corporation and the prior subsidiary Nevada corporation
        named
        BioGold Fuels Corporation changed its name to BioGold Operations, Inc. which
        remains as a wholly owned subsidiary of BioGold Fuels Corporation.
 
 Due
        to
        the change in control of Cab-tive as a result of the Merger, the Merger was
        accounted for as an acquisition of Cab-tive by BioGold and a recapitalization
        of
        BioGold. At the time of the Cab-tive Merger, Cab-tive was a shell company
        and
        had no material assets, liabilities, or operations; therefore, the Company’s
        consolidated financial statements subsequent to the Cab-tive Merger consist
        of
        the balance sheet, statement of operation, cash flow statements, and statements
        of stockholder’s equity of BioGold with adjustment for the additional common
        stock issued pursuant to the Cab-tive Merger and the historical operations
        of
        BioGold prior to the Cab-tive Merger date of October 25, 2007.
 
 The
        foregoing transactions are more fully described in that certain Form 8-K
        filed
        by the Company with the Securities and Exchange Commission on October 29,
        2007.
 
 **Overview**
  BioGold
        Fuels Corporation (the “Company” or “BioGold”) is a renewable energy company
        that focuses on converting various forms of municipal solid waste (“MSW”) into
        usable forms of fuel and energy, effectively utilizing all components of
        MSW to
        reduce the amount of MSW ending up in landfills to as close to zero as possible.
        BioGold’s strategy combines both a “front-end” process and a “back-end” process.
        This combination of technologies under one roof is revolutionary in the trash
        processing industry. On the front-end, BioGold uses autoclave technology
        to sort
        and process MSW as it is brought in from trash hauling companies or landfills.
        BioGold will receive a “tip fee” to receive the MSW, resulting in one revenue
        stream. The back-end utilizes several technologies to convert the MSW into
        biodiesel fuel, ethanol, or energy that BioGold will then sell to end users,
        thus creating a second revenue stream. Any remaining plastics, metals, or
        other
        material that cannot be converted into fuel or energy will be sold as individual
        components, such as aluminum, which has been processed into a more readily
        usable form. This creates a third revenue stream.
  2
 
 **Industry
        Background**
 
 Currently,
        there are millions of tons of trash being disposed of by consumers throughout
        the world that end up in landfills and cause major environmental problems,
        from
        leaking of potentially hazardous chemicals into groundwater to the pollutants
        released from an accidental fire in a landfill or tire disposal facility.
        A host
        of new technologies, however, promise to create an irreversible paradigm
        shift
        for the better. No longer will it be necessary for modern man to consider
        the
        trashing of his environment an inevitable consequence of economic development.
        In a variety of ways, nearly all forms of waste material can now not only
        be
        handled in a more environmentally-friendly way, they can also be converted
        to
        marketable products in a very profitable way.
 
 **The
        BioGold Advantage**
 
 BioGold
        Fuels Corporation is a “second generation” green energy company, which is
        committed to solving the problems so often associated with the first efforts
        at
        delivering alternative waste-to-energy solutions:
 
 ·
            We
                plan to take all types of waste, including municipal solid waste,
                scrap
                tires, medical waste, construction debris, electronic waste and
                agricultural waste and process them all “under one roof”. This not only
                provides a diversification of investment; it greatly expands the
                number of
                real world situations in which the technology can be employed. Cities,
                counties, states and even countries need total solutions. Also, in
                many
                cases, viability of a project is only achieved if more than one waste
                stream can be handled.  ·
            Our
                process converts this waste into usable fuels, energy, and other
                usable
                by-products, including biodiesel, ethanol, and
                energy.  ·
            We
                have the business expertise to get projects from the conceptual to
                the
                real world. As discussed above, many new tech companies have only
                the
                scientific/engineering knowledge and so, though they have wonderful
                ideas,
                investors to their companies never see profits. In many cases, they
                never
                even see many or any actual projects.  ·
            We
                also have the technical know-how to determine which new technologies
                are
                viable and to develop improvements on existing technologies. This
                know-how
                is not limited to that of inventors; it includes the nuts and bolts
                of
                plant construction, engineering and project management skills necessary
                to
                get a new idea off the ground.  ·
            Perhaps
                as much as any other factor, key members of management have been
                in the
                alternative waste-to-energy business for many years and know what
                does and
                what does not work. This is a team of people who don’t want to just dream
                about the possible; they know how to make it happen.  ·
            Unlike
                most biodiesel or ethanol producing companies that must purchase
                or grow
                the raw materials for their process, BioGold will get paid to take
                the
                materials needed for BioGold’s process to create fuels and
                energy.  **Existing
        and Future Projects**
 
 The
        company has several projects currently in process. These include those involving
        various waste feedstocks and a variety of marketable outputs. Details of
        each
        project are provided in this report. Projects are only undertaken if they
        meet
        the following criteria:
 
 *Contracts
        are available to ensure long-term availability of the feedstock;
  3
  *Long-term
        marketability of the outputs at a profitable price is ensured;
  *Management
        has determined that the technology to be employed will result in the projected
        outputs and therefore revenue streams;
  *The
        project complies with all applicable regulations;
  *The
        equipment and engineering will be done by a substantial engineering company
        which will warrant its work;
  *The
        project has a short payback and unusually high return on
        investment.
 
 Based
        upon these criteria, we are pursuing projects to build processing plants
        in the
        United States, United Kingdom, Dominican Republic, Asia, and Mexico that
        process
        150 tons to over 1,000 tons per day. The capital cost of each project varies
        anywhere from $7 million to over $150 million. We have not started construction
        or operations of these facilities and there is no assurance that any of these
        facilities will be built.
 
 **Competition**
  Although
        there are a number of waste-to-energy companies in the market, we have not
        identified other companies which have the same ability to handle as large
        a
        variety of waste products in one plant complex and, to our knowledge, none
        of
        the companies have been successful in generating renewable energy from MSW
        by
        eliminating potential hazardous components of the MSW by autoclave technology.
        BioGold is nearly alone in this niche of the waste-to-energy business. Similar
        companies can only take one type of waste, (e.g. scrap tire only) versus
        multiple types of waste for processing (e.g. MSW, scrap tire, medical waste,
        electronic waste, green waste, and construction debris). In addition, we
        are not
        aware of any other companies that will take in MSW and sterilize the MSW
        prior
        to further processing through our autoclave technology, which results in
        significantly diminished odor and reduced chance of illness to the workers
        in
        the processing plants.
 
 The
        Company may face significant competition from other, more developed,
        experienced, or financially supported companies. The Company feels that
        focussing on smaller municipalities and taking all forms of waste will
        significantly distinguish us from any other potential competition from larger
        companies.
 
 Since
        our
        business model calls for us to provide electricity, synthetic diesel fuel,
        ethanol, and other recycling byproducts, we compete broadly with companies
        that
        provide similar solutions and companies that produce these fuels and
        electricity. We may also face competition from existing and newly developed
        companies in the waste to fuel industry that may attempt to use the same
        business model. In addition, fully integrated major oil/chemical companies
        that
        may be pursuing similar technologies have substantially greater access to
        resources needed to successfully enter the emerging alternative fuels market.
        These companies have significantly greater financial, managerial, marketing,
        distribution and other infrastructure resources than the Company.
 
 Based
        on
        the favorable advantages of our BioGold technologies, we believe that our
        BioGold Process will offer technical and operational advantages, including
        the
        following:
 
 *
        Hydrocarbon conversion rate not previously achievable of more than 80%, without
        the same magnitude of dangerous residual by-products;
  4
  *Decontamination
        of dangerous residual by-products (halogens, etc.) in a liquefied process
        that
        yields nominal amounts of salt;
  *Dramatically
        reduced diesel processing residence times;
  *MSW
        as a
        feedstock allows landfill reduction/reclamation simultaneously;
  *Energy
        self-sufficient;
  *Highest
        quality fuel;
  *Modular/De-centralized
        units; and
  *Additional
        electricity and heat production.
 
 **Target
        Markets**
  Because
        the Company’s model allows for a large range of possible projects, a decision to
        take up a particular project is based more on the criteria listed above than
        particular geographic areas or type of customer/client. Having said this,
        the
        company has targeted rural jurisdictions, smaller U.S. municipalities, Latin
        America, Europe and Asia as favorable current markets. The Company believes
        that
        it has a distinct competitive advantage in smaller jurisdictions with variant
        waste streams and enjoys good current contacts in the overseas locations
        enumerated.
  We
        have
        formed a joint venture with Jack Allen Holdings Limited in the United Kingdom
        to
        build up to 35 plants throughout the United Kingdom and the European Union.
        The
        joint venture provides that each party will bear its own costs to pursue
        multi
        fuel processing facilities and ownership in any joint venture will be split
        70%
        to Jack Allen and 30% to BioGold for projects in the United Kingdom. For
        projects outside of the United Kingdom, but in Europe, the ownership percentages
        will change to 60% to Jack Allen and 40% to BioGold.
  **Processing
        Technology**
  Our
        processing technologies offer an environmentally safe and profitable way
        of
        disposing of a wide variety of waste feedstocks. A centerpiece of this
        waste-to-fuel conversion technology is the BioGold Autoclave, which sterilizes
        all types of waste streams from a hard to handle heterogeneous state into
        a
        sterile, classified and automatically sorted homogeneous feedstock. BioGold
        owns
        or has rights to the autoclave technology in many countries
        worldwide.
 
 The
        front-end of our process utilizes rotating autoclave vessels that sterilize
        and
        remove pathogens from MSW in an environmentally benign manner. The process
        further separates recyclables that can be sold into an existing marketplace
        (ferrous and non ferrous metals and recyclable plastics). We currently estimate
        that our process is capable of diverting approximately 75% of MSW, by volume,
        from landfills and other disposal methods. Using this autoclave process,
        biomass
        material is transformed into a cellulose material that has the texture and
        appearance of potting soil. Plastic containers are flattened and ferrous
        metals
        and aluminum are de-lacquered and cleaned.
 
 Feedstock
        for the auger gasifier for fuel production or electricity generation consists
        of
        the autoclaved soft cellulose fraction, autoclaved plastics, textiles and
        rubber. The auger gasifier can convert these organics into a renewable diesel
        fuel.
 
 The
        electricity yield by diesel or gas engine generator is higher than the
        conventional Steam heat Recovery Boiler & Steam Turbine Generator system. By
        eliminating the potential hazardous components in the feedstock through
        autoclave & mechanical classification process, we can achieve this system
        configuration with the most competitive capital expenditures.
  5
 
 BioGold
        Fuels recognizes three value streams in MSW: first, in the renewable fuel
        value
        that is inherent in the organic components in MSW and; second, in the extraction
        and sale of the inorganic recyclables from either pre- or post-MRF (Material
        Recovery Facility) MSW, and third, the sale of electricity or fuels. Plastics
        and synthetic fibers can be processed by catalytic de-polymerization or
        gasification processes to also yield liquid fuels and/or synthesis gases.
        In
        addition, the intrinsic value of reducing the volume of waste diverted to
        a
        landfill, along with the attendant costs of transportation and site cost
        is
        significant.
 
 **How
        is BioGold Fuels MSW Autoclave Process Unique?**
 
 The
        key
        to value extraction from MSW is the ability to efficiently separate MSW into
        discrete components. The rotating autoclave places MSW in a controlled time,
        temperature, pressure, and agitation environment that achieves the following:
 
 ·
        First, the paper and packaging products
        (cellulosics for ethanol conversion) are consistently reduced in size to
        yield a
        homogenous fiber feedstock the size of pre-cooked oatmeal flakes. This permits
        the separation of cellulose material from the other organics and inorganics
        by
        simple mechanical screening. This is a process intensive step and not a labor
        intensive step as in the largely manual operations in MRFs (material recovery
        facilities). In addition, there is no need to either pre-shred or open trash
        bags prior to the autoclave as the internal agitation in the autoclave performs
        this function.
 
 ·
        Second, the leftover portion from screening
        contains ferrous and non-ferrous metals, plastics, textiles, and other large
        discards. The ferrous material is removed using magnetic separation and the
        non-ferrous (e.g., aluminum) is removed using eddy current separation. This
        leaves plastics bottles and films as well as textiles, wood, etc. ready to
        be
        sized to -1/2” for feedstock to either gasifier or polymerization technology.
        Prior to grinding, heavy material will be removed by air density separation
        techniques.
 
 ·
        In addition to the size
        reduction/separation capability provided by autoclaving, the autoclave
        technology licensed by BioGold Fuels removes volatile organic compounds (VOC’s)
        from the waste and renders them harmless by the effect of high temperature
        processing of steam to decompose such VOC’s into smaller molecules and discharge
        out of the autoclave into the condensate. After a simple treatment of condensate
        and off-gas, there are no major emission or waste water issues.
 
 ·
        Further, the autoclave time and temperature
        condition completely sterilize the MSW and destroys any and all pathogens
        inherent in the incoming material with no remaining odors.
 
 **Autoclave
        Description**
 
 Each
        autoclave will be about 40 feet in overall length and will have a diameter
        of 8
        feet. There will be a single door at a full 8 foot width for loading and
        unloading the autoclave contents. Based on typical bulk density of MSW, the
        autoclave will have a working capacity of ~9 short tons per batch. The autoclave
        will rotate to vertical to allow filling by gravity. After filling, it will
        return to horizontal for the ‘cook’ cycle, and then will rotate to the opposite
        vertical position to discharge the cooked contents by gravity to a live bottom
        pit below. Each autoclave will perform a cycle in about two hours, allowing
        up
        to12 cooks per 24 hour day per autoclave or about 100 tons per day of MSW
        capacity per autoclave. Production can be adjusted by varying the spacing
        between cooks. To achieve maximum efficiency, the ideal configuration is
        a
        cluster of three 40’ autoclaves yielding between 250 to 300 tons per day of MSW
        processing capacity. To increase capacity further we can add another three
        vessel cluster, etc.
  6
  **BioGold
        Fuels Front-end Process**
 
 The
        front
        end of a BioGold Fuels facility will feature a MSW tip floor of storage bank
        where gross sorting and removal of large, unprocessible material will be
        performed. From the tip floor, presorted MSW will be conveyed to the autoclaves
        where gravity filling will be employed until each autoclave fills to a
        predetermined weight. The fill rate will be between 0.5 to 1.0 tons per minute
        of MSW, and 0.6 tons per minute average is the design goal. Following autoclave
        fill a proprietary cook cycle in terms of time, temperature, and agitation
        will
        be performed that will result in about a two hour cover-to-cover time between
        batches for each autoclave. Each autoclave will dump to a discharge conveyor
        to
        the downstream mechanical classification process at the end of the cycle
        resulting in a continuous flow of cooked MSW to the downstream process. The
        mechanical classification process consists of trommel screens, magnetic/eddy
        current separators, gravity separators, and conveyors.
 
 **BioGold
        Fuels Back-end Process**
 
 Our
        second technology is an advanced commercial thermal distillation and
        gasification system to convert various waste materials including coal, municipal
        solid waste, medical waste, post-consumer plastics, tires, automobile shredder
        residue, biosolids and biomass to highly valuable commodities of syngas and
        carbon. The syngas can then be used to create electricity.
  **Technology
        Advantages**
  This
        innovative technology will cost effectively provide benefits by:
  1)
            Reducing
                cradle to grave liability (consuming waste rather than burying
                it)  2)
            Eliminating
                in plant containment and storage risks (pollution free
                solution) 
 3)
            Eliminating
                hauling risks and expense (new community employment
                opportunities)  4)
            Reduction
                in handling efforts and costs. (modular systems scale up or down
                as
                needed)  5)
            Saving
                potential energy costs through co-generation. (Consume some of the
                energy
                made during the process fostering
                conservation)  6)
            Produce
                clean fuels (gas and liquid) from waste feed stocks such
                as: 
 1)
            Biomass
                which includes:  a)
            MSW
                (municipal solid waste)  b)
            Agricultural
                Waste  ·
            Animal
                Waste  ·
            Agricultural
                Residue  c)
        Human
        Waste
  ·
            Biosolids  ·
            Medical
                Waste  2)
            Industrial
                Waste  a)
        Bottom
        Oil
  b)
            Industrial
                Solvents  c)
            Certain
                Chemical Processing Wastes  d)
            Waste
                Coal  e)
            Sewer
                Sludge 
 Many
        new
        technologies in the recycling field have emerged with the advent of increases
        in
        petroleum products and concern over global warming. By comparison, BioGold’s
        process will be more versatile because it will convert numerous waste streams
        with much lower capital and operating costs.
  7
  The
        gasification technology has been already permitted to operate in state of
        California by EPA. The pyrolysis is thermal decomposition of material in
        an
        oxygen starved atmosphere, which generates the syngas with a higher content
        of
        hydrogen and carbon-monoxide with less carbon dioxide. Gasification should
        not
        be confused with incineration or drying.
  The
        combination of proven hardware and system control software allow BioGold
        to
        install a system that can be reliably operated in an environmentally sustainable
        way to help solve the problem of solid waste disposal by profitably recycling
        waste materials into marketable form.
  BioGold
        will grow its business through expansion of waste processing capacity and
        by
        adding other suitable feed-stocks that can be processed on the site. The
        process
        equipment is modular and can be easily expanded as additional feed-stocks
        and
        capital from generated cash flow are obtained.
  **How
        the gasification system works:**
 
 The
        gasification advanced recycling technology consists of a reactor chamber
        (a
        sealed chamber) heated with Super Low NOx burners. The patented super low
        NOx
        burner system is considered the most efficient in the world for low NOx
        emissions. The reactor is designed so that no raw gases can be released to
        the
        atmosphere.
  Thermal
        distillation is the thermal decomposition of organic matter at temperatures
        sufficient to volatilize or gasify organic material in the absence of oxygen.
        As
        the temperature increases, the vapors flow out of the reaction chamber and
        are
        condensed to fuel form which can be used as a clean energy source.
  The
        process sequence is as follows:
  1)
            Ignition
                of highly efficient, Super Low NOx, low emission burners. It takes
                approximately one hour to bring the system up to processing temperature
                once feedstock is loaded and the purging is
                complete.  2)
            Depolymerization,
                Distillation and condensing normally start within 10 to 15 minutes.
                All
                gases leaving the system go through the condenser at which point
                the gases
                condense in to fuels which include syngas, alcohols and fuel
                oils.  3)
            Another
                product produced in the process is carbon (char) which has numerous
                commercial applications depending on the feedstock and the purity
                of this
                material. 
 BioGold
        believes that the gasification technology can produce medium grade synthetic
        diesel and may be able to produce ethanol. These alternative fuels may qualify
        for certain financial incentives and tax credits.
 
 ***EPA
        Act 1992***
  The
        Energy Policy Act of 1992, or EPA Act 1992, requires government fleet operators
        to use a certain percentage of alternatively fueled vehicles (“AFVs”). EPA Act
        1992 established a goal of replacing 10% of motor fuels with non-petroleum
        alternatives by 2000, increasing to 30% by the year 2010. Currently, 75%
        of all
        federal vehicles purchased are required to have alternative fuel capability
        to
        set an example for the private automotive and fuel industries.
  Under
        the
        Energy Conservation Reauthorization Act of 1998 (which amended Title III
        of EPA
        Act 1992), vehicle fleets that are required to purchase AFVs can generate
        credit
        toward this requirement by purchasing and using biodiesel in a conventional
        vehicle. Since there are few cost-effective options for purchasing heavy-duty
        AFVs, federal and state fleet providers can meet up to 50% of their heavy-duty
        AFV purchase requirements with biodiesel fuel.
  The
        biodiesel fuel use credit allows fleets to purchase and use 450 gallons of
        biodiesel in vehicles in excess of 8,500 pounds gross vehicle weight instead
        of
        AFVs. Fleets must purchase and use the equivalent of 450 gallons of pure
        biodiesel in a minimum of a 20% blend to earn one AFV credit. Covered fleets
        earn one vehicle credit for every light-duty vehicle (“LDV”) AFV they acquire
        annually beyond their base vehicle acquisition requirements. Credits can
        be
        banked or sold. Compliance with the requirements under EPA act 1992 is a
        principal reason underlying the position of the U.S. Department of Defense
        as
        the largest domestic purchaser of biodiesel.
  8
 
 ***The
        Biodiesel Tax Credit***
 
 In
        October 2004, Congress passed a biodiesel tax incentive, structured as a
        federal
        excise tax credit, as part of the American Jobs Creation Act of 2004 (the
“JOBS
        Act”). The credit amounts to a penny for each percentage point of vegetable oil
        biodiesel that is blended with petroleum diesel and one-half penny per
        percentage point for recycled oils and other non-agricultural
        biodiesel.
  The
        tax
        incentive generally is taken by petroleum distributors and substantially
        passed
        on to the consumer. It is designed to lower the cost of biodiesel to consumers
        in both taxable and tax-exempt markets. The tax credit under the JOBS Act
        was
        scheduled to expire at the end of 2006, but was extended in EPA act 2005
        to the
        end of 2008. There are proposals pending in Congress to extend the tax credit
        to
        the end of the decade and beyond. (Note: Synthetic diesel may not qualify
        for
        these incentives and credits.)
  ***EPA
        act 2005***
  Congress
        enacted the Energy Policy Act of 2005 or EPA act 2005, in August 2005 and
        included a number of provisions intended to spur the production and use of
        biodiesel. In particular, EPA act 2005’s provisions include biodiesel as part of
        the applicable volume in the renewable fuels standard (the “RFS”), although the
        EPA is directed to determine the share allocated to biodiesel and other details
        through its rulemaking process. EPA act 2005 also extended the biodiesel
        tax
        credit to 2008 and included a new tax credit for renewable diesel.
  The
        RFS
        requires a specific amount of renewable fuel to be used each year in the
        nationwide gasoline and diesel pool. The volume increases each year, from
        4
        billion gallons per year in 2006 to 7.5 billion gallons per year in 2020.
  EPA
        act
        2005 required the EPA, beginning in 2006, to publish by November 30 of each
        year, “renewable fuel obligations” that will be applicable to refineries,
        blenders and importers in the contiguous 48 states. There must be no geographic
        restrictions on where renewable fuel may be used or per-gallon obligations
        for
        the use of renewable fuel. The renewable fuel obligations are required to
        be
        expressed in terms of a volume percentage of gasoline sold or introduced
        into
        commerce and consist of a single applicable percentage that will apply to
        all
        categories of refineries, blenders and importers. The renewable fuel obligations
        are to be based on estimates that the EIA provides to the EPA on the volumes
        of
        gasoline it expects will be sold or introduced into commerce.
  In
        terms
        of implementing the RFS for the year 2006, the EPA released a rule determining
        that the RFS target for 2006, 4.0 billion gallons of renewable fuel in the
        gasoline and diesel pool, was to be met given the current expectations of
        production of both ethanol and biodiesel for that year. If the EPA had
        determined the 2006 target was not being met, refiners, blenders and importers
        would be obligated to make up the shortfall in the year 2007. The EPA is
        expected to release the final rule to implement the RFS by the end of
        2007.
  9
 
 ***Other
        Incentive Programs Offered at the Federal and State
        Levels***
  The
        federal government offers other programs as summarized in the table
        below:
  **Federal
                  Agency that Administers/Oversees**
              
              **Type
                  of Incentive**
              
              **Who
                  Receives Incentive**
              
              **Commonly
                  Known As**
              
              **Summary**IRS
              
              income
                  tax credit
              
              infrastructure
                  providers
              
              Alternative
                  Fuel Infrastructure Credit
              
              Provides
                  a tax credit in an amount equal to 30% of the cost of any qualified
                  non-residential AFV refueling property placed into service in the
                  United
                  States, subject to limits.EPA
              
              grant
                  program
              
              school
                  districts
              
              Clean
                  School Bus Program
              
              Clean
                  School Bus USA reduces operating costs and children’s exposure to harmful
                  diesel exhaust by limiting bus idling, implementing pollution reduction
                  technology, improving route logistics and switching to biodiesel.
                  The
                  Energy Bill of 2005 utilizes this EPA program to grant up to a
                  50% cost
                  share (depending on the age and emissions of original bus) to replace
                  school buses with buses that operate on alternative fuels or low-sulfur
                  diesel, or up to 100% for retrofit projects.USDA
              
              grant
                  program
              
              agricultural
                  producers & small businesses
              
              Renewable
                  Energy Systems and Energy Efficiency Improvements Grant
              
              In
                  fiscal year 2005, USDA’s Office of Rural Development made available $22.8
                  million in competitive grant funds and guaranteed loans for the
                  purchase
                  of renewable energy systems and energy improvements for agricultural
                  producers and small rural businesses. Eligible projects include
                  biofuels,
                  hydrogen, and energy efficiency improvements, as well as solar,
                  geothermal, and wind.
  Source:
        Compiled by the IFQC Biofuels Center, 2005.
  Many
        states are following the federal government’s lead and are offering similar
        programs and incentives to spur biodiesel production and use. For example,
        Illinois and Minnesota have mandated the use of B2 in all diesel fuel sold
        in
        their respective states subject to certain conditions that include sufficient
        annual production capacity (defined as at least 8 million gallons). The mandate
        took effect in Minnesota in September 2005 and in Illinois in July
        2006.
  Approximately
        31 states provide either user or producer incentives for biodiesel. Several
        provide both types of incentives. A handful of states, currently approximately
        nine, provide incentives to biodiesel producers to build facilities in their
        states, typically offering tax credits, grants and other financial incentives.
        Two states provide fuel rebate programs, and two provide revolving funds
        for
        fleet biodiesel purchases.
 
 *International
        Biodiesel Developments and Public Policy Initiatives*
  Various
        non-European countries have also instituted public policy initiatives to
        encourage biodiesel production and use, and have done so generally through
        a
        combination of fiscal incentives and mandates or voluntary targets, including
        Argentina, Australia, Brazil, Canada, Indonesia, Malaysia and New
        Zealand.
  The
        following eight European countries have duty exemptions and, in most cases,
        mandates to incent and require the use of biodiesel: Austria, France, Germany,
        Italy, the Netherlands, Spain, Sweden and the United Kingdom. These countries
        account for more than 80% of the EU25’s potential biodiesel market.
  10
  **Environmental
        Laws**
 
 In
        executing our business plan, the Company intends to comply with all applicable
        environmental laws relating to the building and operation of its production
        facilities in each country that we plan to operate. We may face delays in
        obtaining required permits to operate certain facilities based upon compliance
        with that location’s environmental laws; however, we believe that we will be
        able to comply with those laws.
 
 **Sales
        and Marketing**
  To
        date,
        we have conducted all of our business development and sales efforts through
        our
        officers and executives who are active in other roles. We intend to build
        dedicated sales, marketing, and business development teams, which will develop
        and execute their respective strategies of marketing the BioGold process
        to
        local governments and any other entities that process waste or create
        significant amounts of waste that could potentially be processed on
        site.
  **Engineering
        and Manufacturing**
  We
        currently anticipate outsourcing the development of our facilities and the
        manufacture of our BioGold multi-fuel processing plants to contract engineering
        firms and contract manufacturing firms. We will retain in house engineering
        and
        logistics to oversee the outsourced manufacturing and future research and
        development of new or changing technologies.
  **Licensing
        and Intellectual Property Protection**
  We
        rely
        on and will use a combination of patent, copyright, and trade secret laws
        and
        know-how to establish and protect our proprietary technologies and products.
        Our
        success depends in part on our ability and the ability of our technology
        partners to obtain patent protection for our products and processes, to preserve
        our copyrights and trade secrets, to operate without infringing the proprietary
        rights of third parties and to acquire licenses related to enabling technology
        or products used with our BioGold technologies.
 
 We
        license or purchase the majority of our technology from third parties and
        require those third parties to maintain the strictest protection of their
        intellectual property.
 
  **RISK
        FACTORS**
  **Risks
        Related To Our Business**
  WE
        HAVE A
        LIMITED OPERATING HISTORY AND OUR FINANCIAL RESULTS ARE UNCERTAIN.
  We
        are an
        early stage development company with no revenue to date. We are subject to
        the
        entire risks attendant to any early stage company. We are a renewable fuels
        company focused on the development and commercialization of all types of
        renewable energy both liquid and gas. We can give no assurance that our plans
        and our strategies to position ourselves for long-term growth by leveraging
        our
        proprietary licensed technologies in the development and construction of
        waste
        processing plants and sales of resulting renewable fuels can or will be
        successful, or that we will be able to attain significant sales or achieve
        or
        maintain, profitability. There can be no assurance that we can be or will
        be
        profitable in the immediate future.
  11
  We
        have a
        limited history and face many of the risks inherent to a new business. As
        a
        result of our limited operating history, it is difficult to accurately forecast
        our potential revenue. Our revenue and income potential is unproven and our
        business model is still emerging. Therefore, there can be no assurance that
        we
        will provide a return on investment in the future. An investor in our Company
        must consider the challenges, risks and uncertainties frequently encountered
        in
        the establishment of new technologies and products in emerging markets and
        evolving industries. These challenges include our ability to:
  ·  execute
        our business model;
  ·  create
        brand recognition;
  ·  manage
        growth in our operations;
  ·  create
        a
        customer base in a cost-effective manner;
  ·  retain
        customers;
  ·  access
        additional capital when required; and
  ·  attract
        and retain key personnel.
  There
        can
        be no assurance that our business model will be successful or that it will
        successfully address these and other challenges, risks and
        uncertainties.
  WE
        MAY
        NEED ADDITIONAL FUNDING IN THE FUTURE, AND IF WE ARE UNABLE TO RAISE CAPITAL
        WHEN NEEDED, WE MAY BE FORCED TO DELAY, REDUCE OR ELIMINATE OUR PRODUCT
        DEVELOPMENT PROGRAMS OR COMMERCIAL EFFORTS.
  Designing,
        constructing and operating waste processing facilities and seeking approvals
        for
        such facilities from regulatory authorities, establishing manufacturing
        capabilities and marketing our services is costly. We may need to raise
        substantial additional capital in the future in order to execute our business
        plan and fund the construction and operation of waste processing
        facilities.
  We
        may
        need to finance future cash needs through public or private equity offerings,
        debt financings or strategic collaboration and licensing arrangements. To
        the
        extent that we raise additional funds by issuing equity securities, our
        stockholders may experience additional dilution, and debt financing, if
        available, may involve restrictive covenants. If we raise additional funds
        through collaboration and licensing arrangements, it may be necessary to
        relinquish some rights to our products, technologies or our development projects
        or to grant licenses on terms that are not favorable to us. We cannot
        be certain that additional funding will be available on acceptable terms,
        or at
        all. If adequate funds are not available from the foregoing sources, we may
        consider additional strategic financing options, including sales of assets,
        or
        we may be required to delay, reduce the scope of, or eliminate one or more
        of
        our research or development programs or curtail some of our commercialization
        efforts of our operations. We may seek to access the public or private equity
        markets whenever conditions are favorable, even if we do not have an immediate
        need for additional capital.
  OUR
        INDEPENDENT AUDITOR’S REPORT CONTAINS A GOING CONCERN QUALIFICATION WHICH MEANS
        THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
        CONCERN.
  12
  Our
        independent registered public accounting firm has concluded that the Company’s
        recurring losses from operations and working capital deficiency raises
        substantial doubt about our ability to continue as a going concern.
        Additionally, we have incurred significant operating and net losses and have
        been unable to meet our cash flow needs with internally generated funds.
        Our
        cash requirements (primarily working capital requirements and cash for
        engineering, design, and construction of waste processing facilities) have
        been
        satisfied through borrowings and the issuance of securities in a number of
        private placements. At December 31, 2007, we had cash and cash equivalents
        on
        hand of $48,564, trading securities valued at $5,364, and a negative working
        capital position of $144,538. On a going forward basis, our primary business
        strategy is to continue to market our waste processing plants which include
        the
        design, engineering, and construction of these plants; however, each facility
        will require substantial financing to pursue any specific project. We have
        successfully raised capital in the form of the issuance of promissory notes
        and
        the sale of securities, the proceeds of which were used for working capital.
        We
        may need to continue to raise additional equity or debt financing to adequately
        fund our strategies and to satisfy our ongoing working capital requirements.
        If
        we are unable to obtain such financing in a timely manner, we could be forced
        to
        curtail or cease operations. Even if we are able to pursue these strategies,
        there can be no assurances that we will ever attain profitability. The financial
        statements included herein do not include any adjustments that might result
        from
        the outcome of this uncertainty.
  THE
        LACK
        OF FEEDSTOCKS INCLUDING MUNICIPAL SOLID WASTE (“MSW”) COULD HINDER OUR ABILITY
        TO OPERATE SUCCESFULLY
  Our
        focus
        is implementing conversion technologies and methodologies to convert Municipal
        Solid Wastes (and other potential wastes including waste oils, waste plastics,
        waste wood, automobile shredder residue (ASR) and agricultural wastes), into
        fuel grade diesel or electric energy. Failure to develop a substantial incoming
        feedstock of waste for this diesel production facility would have a material
        adverse effect on our business.
  WE
        DEPEND
        ON RELATIONSHIPS WITH OUR LICENSORS, AND EQUIPMENT MANUFACTURERS
  Substantially
        all of the sales of our fuels, electricity, and tip fees will be derived
        and
        dependent upon licensing agreements, with our joint venture partners and
        our
        autoclave and other technology licensors. Under these agreements, our primary
        product is the commercial production of synthetic diesel fuel, ethanol, and
        energy from MSW. A substantial portion of our net income will result from
        the
        fuel and energy sales. Some of these licenses are dependent upon obtaining
        funding for our processing plants. Our success therefore will be dependent
        on
        the quality and efforts of these fund raisings, joint venture partner efforts
        and their technologies along with networking of fuel and energy sales companies
        or public entities.
  OUR
        “AUTOCLAVE” AND DIESEL CONVERSION SYSTEMS CAN BE COSTLY AND REQUIRE ADDITIONAL
        RESEARCH, AND DEVELOPMENT ACTIVITIES, WHICH MAY NOT YIELD SUCCESSFUL
        OPERATIONS
  Our
        future business success will depend on our ability to successfully develop
        and
        construct the envisioned waste to energy facilities, and obtain necessary
        regulatory approvals to effectuate the same. Development of this facility
        and
        its commensurate processes requires substantial technical, financial and
        human
        resources even if the facility is not successfully completed. There are many
        risks and uncertainties inherent in this process. We may not be able to execute
        development in a timely manner and may not be able to fully fund technological
        implementation programs necessary to complete development. Delays or
        unanticipated increases in costs of development at any stage of development,
        or
        failure to solve a technical challenge, could adversely affect our operating
        results. In addition, there can be no assurance that any particular system
        will
        perform in the same manner when used in another location and therefore these
        systems may not prove to be as useful or valuable as originally thought.
        Substantial funding and other resources may be required to continue the
        development of our multi-fuel processing facilities.
  13
  WE
        DEPEND
        ON EXPERIENCED SENIOR MANAGEMENT AND HIGHLY SKILLED EMPLOYEES, AND HAVE A
        NEED
        FOR ADDITIONAL PERSONNEL
  Our
        future performance depends in significant part upon the continued service
        of our
        key officers and employees, in particular, Steve Racoosin President and Chief
        Executive Officer and Chris Barsness, Chief Financial Officer. Our success
        also
        depends on our ability to identify, hire, train, retain and motivate highly
        skilled technical, financial and development managerial personnel. We intend
        to
        hire several such personnel in the future. Competition for such personnel
        is
        intense and there can be no assurance that we will successfully attract,
        assimilate or retain a sufficient number of qualified personnel. The failure
        to
        retain and attract the necessary technical, financial and development managerial
        personnel could have a material adverse impact on our business, financial
        condition and operations.
  WE
        FACE
        COMPETITION FROM A NUMBER OF RENEWABLE FUELS COMPANIES
  Many
        renewable fuels companies have advantages over us due to their larger customer
        bases, greater name recognition, long operating and product development history,
        greater international presence and substantially greater financial, technical,
        regulatory and marketing experience and resources. One of our board of director
        members, Mr. Wendland, himself, is a CEO of a highly successful corn to ethanol
        (70,000,000 gallon per year) facility in Mason City Iowa. Competitors may
        succeed in developing technologies and products that are more effective than
        ours, which could render technologies obsolete and noncompetitive. We may
        be
        unable to continue to compete successfully with new and existing competitors
        without lowering prices or offering other favorable terms, or developing
        and/or
        utilizing other technologies to enhance our processes. It may be difficult
        for
        us to compete with larger companies investing greater resources in these
        marketing activities.
  WE
        DEPEND
        ON INTELLECTUAL PROPERTY, WHICH IS INHERENT WITH RISKS OF
        INFRINGEMENT
  Our
        success is dependent on our intellectual property. We regard our system of
        combining the autoclave system, ethanol conversion, microwave pyrolysis and
        gasification diesel and electricity conversion licenses as unique, and
        proprietary, and will continue to rely on a combination of contract, patent,
        copyright and trademark law, trade secrets, confidentiality agreements and
        contractual provisions to protect our proprietary rights. The patent position
        of
        companies engaged in the conversion of waste streams to diesel fuel is new,
        uncertain and involves complex legal and factual questions. Issued patents
        can
        later be held invalid by the patent office issuing the patent or by a court.
        There can be no assurance that the patents related to our licenses will not
        be
        challenged, invalidated or circumvented or that the rights granted under
        these
        patents will provide us with a competitive advantage. In addition, many other
        organizations are engaged in research and development of products similar
        to our
        autoclave and diesel conversion technologies. Such organizations may currently
        have, or may obtain in the future, legally blocking proprietary rights,
        including patent rights, in one or more products or methods under development
        or
        consideration by us. These rights may prevent us from commercializing new
        technology, or may require us to obtain a license from the organizations
        to use
        their technology. There has been substantial litigation regarding patent
        and
        other intellectual property rights in the renewable fuels industries. Litigation
        could result in substantial costs and a diversion of our efforts, but may
        be
        necessary to enforce any patents issued to us, protect our trade secrets
        or
        know-how, defend against claimed infringement of the rights of others, or
        determine the scope and validity of the proprietary rights of others. There
        can
        be no assurance that third parties will not pursue litigation that could
        be
        costly to us. An adverse determination in any litigation could subject us
        to
        significant liabilities to third parties, require us to seek licenses from
        or
        pay royalties to third parties or prevent us from developing or selling our
        products, any of which could have a material adverse effect on our
        business.
  14
  **Risks
        Related To Our Common Stock**
  OUR
        COMMON STOCK IS THINLY TRADED AND STOCKHOLDERS MAY NOT BE ABLE TO LIQUIDATE
        THEIR INVESTMENT AT ALL, OR MAY ONLY BE ABLE TO LIQUIDATE THEIR INVESTMENT
        AT A
        PRICE LESS THAN OUR VALUE.
  Our
        common stock is very thinly traded, and the price if traded may not reflect
        our
        value. Consequently, investors may not be able to liquidate their investment
        at
        all, or if they are able to liquidate their investment, it may only be at
        a
        price that does not reflect the value of the business. Even if a more active
        market should develop, the price of our common stock may be highly volatile.
        Because the price for our common stock is low, many brokerage firms may not
        be
        willing to effect transactions. Even if an investor finds a broker willing
        to
        effect a transaction in our common stock, the combination of brokerage
        commissions, transfer fees, taxes, if any, and any other selling costs may
        exceed the selling price. Further, many lending institutions will not permit
        the
        use of our common stock as collateral for loans.
  BECAUSE
        WE ARE SUBJECT TO THE PENNY STOCK RULES, SALE OF OUR COMMON STOCK BY INVESTORS
        MAY BE DIFFICULT.
  We
        are
        subject to the SEC’s “penny stock” rules. Penny stocks generally are equity
        securities with a price of less than $5.00. The penny stock rules require
        broker-dealers to deliver a standardized risk disclosure document prepared
        by
        the SEC, which provides information about penny stocks and the nature and
        level
        of risks in the penny stock market. The broker-dealer must also provide the
        purchaser with current bid and offer quotations for the penny stock, the
        compensation of the broker-dealer and its salesperson and monthly account
        statements showing the market value of each penny stock held in the purchaser’s
        account. The bid and offer quotations and the broker-dealer and salesperson
        compensation information must be given to the purchaser orally or in writing
        prior to completing the transaction, and must be given to the purchaser in
        writing before or with the purchaser’s confirmation.
  In
        addition, the penny stock rules require that prior to a transaction, the
        broker
        and/or dealer must make a special written determination that the penny stock
        is
        a suitable investment for the purchaser and receive the purchaser’s written
        agreement to the transaction. The penny stock rules are burdensome and may
        reduce purchases of any offerings and reduce the trading activity for our
        common
        stock. As long as our common stock is subject to the penny stock rules, the
        holders of our common stock may find it more difficult to sell their
        securities.
  OUR
        COMMON STOCK PRICES COULD DECREASE IF A SUBSTANTIAL NUMBER OF SHARES ARE
        SOLD
        UNDER RULE 144.
  A
        substantial majority of our outstanding shares of common stock are “restricted
        securities” within the meaning of Rule 144 under the Securities Act of
        1933, as amended (“Securities Act”). As restricted shares, these shares may be
        resold only pursuant to an effective registration statement or under the
        requirements of Rule 144 or other applicable exemption from registration
        under the Securities Act and as required under applicable state securities
        laws.
        Since we may be considered a “shell corporation”, Rule 144 provides in
        essence that a non-affiliate person who has held restricted securities for
        a
        period of at least one year from the Company’s filing of a Form 10 information
        statement may sell all of their shares without restrictions. If we are not
        considered a “shell corporation,” Rule 144 would allow sales by non-affiliates
        after a holding period of six months. If a substantial number of shares of
        our
        common stock are sold under Rule 144 or other exemption, it could cause the
        price of our common stock to go down.
  OUR
        PRINCIPAL STOCKHOLDERS HAVE THE ABILITY TO EXERT SIGNIFICANT CONTROL IN MATTERS
        REQUIRING STOCKHOLDER VOTE AND COULD DELAY, DETER OR PREVENT A CHANGE IN
        CONTROL
        OF OUR COMPANY.
  Mr.
        Steve
        Racoosin, our Chairman and Chief Executive Officer, owns approximately 19%
        of
        our outstanding common stock and will be able to assert significant influence
        over the election of directors and other matters presented for a vote of
        stockholders. In addition, because we are incorporated in Nevada, Nevada
        corporate law provides that certain actions may be taken by consent action
        of
        stockholders holding a majority of the outstanding shares. In the event that
        the
        requisite approval of stockholders is obtained, dissenting or non-participating
        stockholders generally would be bound by such vote. Through such concentration
        of voting power, Mr. Racoosin could delay, deter or prevent a change in control
        or other business combination that might otherwise be beneficial to our other
        stockholders. In deciding how to vote on such matters, Mr. Racoosin may be
        influenced by interests that conflict with those of other stockholders. As
        a
        result, investors who purchase our common stock should be willing to entrust
        all
        aspects of operational control to our current management team.
  15
  For
        more
        information on this matter, please refer to the section entitled “Security
        Ownership of Certain Beneficial Owners and Management and Related Stockholder
        Matters.”
  THE
        CONVERSION OF OUTSTANDING CONVERTIBLE SECURITIES COULD CAUSE INVESTORS’
OWNERSHIP TO BE DILUTED AND MAY DECREASE THE VALUE OF THEIR
        INVESTMENT.
  Outstanding
        convertible securities and current and future obligations to issue our
        securities to various parties may dilute the value of stockholders’ investment.
        As of December 31, 2007, we had options and warrants outstanding to purchase
        approximately 3,900,630 shares of our common stock at prices ranging from
        $0.01
        to $0.65 per share. For the length of time these warrants and options are
        outstanding, the holders of such warrants and options will have an opportunity
        to profit from a rise in the market price of our common stock without assuming
        the risks of ownership. This may have an adverse effect on the terms upon
        which
        we can obtain additional capital. It should be expected that the holders
        of such
        convertible securities would exercise or convert them at a time when we would
        be
        able to obtain equity capital on terms more favorable than the exercise or
        conversion prices provided by the warrants or options. There are no preemptive
        rights in connection with our common stock.
  WE
        DO NOT
        INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.
  We
        do not
        intend to pay any dividends in the foreseeable future. We do not plan on
        making
        any cash distributions in the manner of a dividend or otherwise. Our Board
        presently intends to follow a policy of retaining earnings, if any.
  WE
        HAVE
        THE RIGHT TO ISSUE ADDITIONAL COMMON STOCK AND PREFERRED STOCK WITHOUT THE
        CONSENT OF STOCKHOLDERS. THIS WOULD HAVE THE EFFECT OF DILUTING INVESTORS’
OWNERSHIP AND COULD DECREASE THE VALUE OF THEIR INVESTMENT.
  We
        have
        additional authorized, but unissued shares of our common stock that may be
        issued later by us for any purpose without the consent or vote of our
        stockholders that would dilute stockholders’ percentage ownership of our
        company. Our certificate of incorporation authorizes the issuance of up to
        700,000,000 shares of common stock.
  In
        addition, our certificate of incorporation authorizes the issuance of shares
        of
        preferred stock, the rights, preferences, designations and limitations of
        which
        may be set by the Board. Our certificate of incorporation has authorized
        issuance of up to 5,000,000 shares of preferred stock in the discretion of
        our
        Board. The shares of authorized but undesignated preferred stock may be issued
        upon filing of an amended certificate of incorporation and the payment of
        required fees; no further stockholder action is required. If issued, the
        rights,
        preferences, designations and limitations of such preferred stock would be
        set
        by our Board and could operate to the disadvantage of the outstanding common
        stock. Such terms could include, among others, preferences as to dividends
        and
        distributions on liquidation.
  16
  IT
        IS
        POSSIBLE THAT THERE ARE CLAIMS OF WHICH WE ARE UNAWARE THAT MAY COME TO LIGHT
        IN
        THE FUTURE AND COST US CONSIDERABLE TIME, EFFORT AND EXPENSE TO
        RESOLVE.
  We
        were
        formed by virtue of a merger of a privately-held operational company with
        a
        non-operational publicly-traded company. While the publicly-traded company
        had
        not been operational for several years prior to the acquisition of BioGold
        Fuels
        Corporation, the privately-held operational company (“Old BioGold”), it is
        possible that a claim, whether colorable or not, may be asserted against
        us in
        the future with respect to matters arising prior to the merger. There can
        be no
        assurance that some person will not devise a claim and attempt to assert
        it
        against us in the hopes of obtaining some monetary benefit. Resolving such
        a
        claim, including by making a monetary payment, may cost us considerable time,
        effort and expense. Any of these may impair management’s implementation of our
        business plan with the consequence of a loss of opportunity.
  EVOLVING
        REGULATION OF CORPORATE GOVERNANCE AND EXECUTIVE COMPENSATION MAY RESULT
        IN
        ADDITIONAL EXPENSES AND CONTINUING UNCERTAINTY.
  Changing
        laws, regulations and standards relating to corporate governance, executive
        compensation, new SEC regulations and the rules of various stock exchanges,
        are
        creating uncertainty for public companies. As a result of these new rules,
        we
        will incur additional costs associated with our public company reporting
        requirements. In addition, these new rules could make it more difficult or
        more
        costly for us to obtain certain types of insurance, including director and
        officer liability insurance, which could make it difficult for us to attract
        and
        retain qualified persons to serve on our Board.
  We
        are
        presently evaluating and monitoring developments with respect to new and
        proposed rules and cannot predict or estimate the amount of the additional
        costs
        we may incur or the timing of such costs. These new or changed laws, regulations
        and standards are subject to varying interpretations, in many cases due to
        their
        lack of specificity and, as a result, their application in practice may evolve
        over time as new guidance is provided by regulatory and governing bodies.
        This
        could result in continuing uncertainty regarding compliance matters and higher
        costs necessitated by ongoing revisions to disclosure and governance
        practices.
  We
        are
        committed to maintaining high standards of corporate governance and public
        disclosure. As a result, we intend to invest resources to comply with evolving
        laws, regulations and standards, and this investment may result in increased
        general and administrative expenses and a diversion of management time and
        attention from revenue-generating activities to compliance activities. If
        our
        efforts to comply with new or changed laws, regulations and standards differ
        from the activities intended by regulatory or governing bodies due to
        ambiguities related to practice, regulatory authorities may initiate legal
        proceedings against us and we may be adversely affected.
  **Item
        2.**   **Description
        of Property.**
  Our
        executive offices are located at 1800 Century Park East, Suite 600, Los
        Angeles, California 90067. The approximately 500 square feet office was leased
        for one year from January 1, 2008 through December 31, 2008 at a monthly
        rental
        rate of approximately $1,800. We believe that our Los Angeles, California
        facility is currently sufficient for our existing activities; however, we
        may
        need to seek additional office space in one or more locations in the near
        future
        to accommodate the company’s rapid growth and expansion plans. The facilities
        are well maintained and in good condition.
 
 17
  **Item
        3.**   **Legal
        Proceedings.**
  We
        are
        not a party to any material legal proceedings and we are not aware of any
        threatened legal proceedings that could cause a material adverse impact on
        our
        business, assets or results of operations.
  **Item
        4.**   **Submission
        of Matters to a Vote of Security Holders.**
  No
        matter
        was submitted during the fourth quarter of the fiscal year ended
        December 31, 2007 to a vote of security holders through the solicitation of
        proxies. On November 9, 2007, a majority of shareholders representing
        approximately 58% of outstanding shares of common stock and the board of
        directors provided written consent to amend the Company’s Articles of
        Incorporation to change the Company’s name from Cab-tive Advertising, Inc. to
        BioGold Fuels Corporation, as well as adopting a 2008 Equity Incentive Plan
        which reserved for issuance up to 10,000,000 shares of common stock. On November
        26, 2007, the Company filed and mailed to all shareholders its Securities
        and
        Exchange Commission Schedule 14C- Definitive Information Statement which
        notified the shareholders of the action taken. No further action is required
        and
        there are no dissenter’s rights pursuant to Nevada law.
  18
  **PART
        II**
  **Item
        5.**   **Market
        for Common Equity and Related Stockholder Matters.**
  Our
        common stock has been traded on the OTC Bulletin Board over-the-counter market
        since January 8, 2008 under the symbol “BIFC.OB.” Prior to the merger in which
        Old BioGold became our wholly-owned subsidiary on October 25, 2007, our common
        stock was traded on the OTC Bulletin Board over-the-counter market under
        the
        symbol “CBVA.OB” since August 16, 2007.
  There
        was
        little trading in our common stock prior to October 25, 2007, and there has
        only
        been limited trading since then. Prior to the merger, trading in our common
        stock was not necessarily based on our operations or prospects, and trading
        since the merger also may not be fully reflective of those aspects of our
        business. The following table sets forth, for the periods indicated, the
        high
        and low closing sales prices for our common stock on the OTC Bulletin Board,
        for
        the quarters presented. The prices have been adjusted to reflect our 10-for-1
        stock split, which became effective at the close of business on October 15,
        2007. The prices for the periods prior to that date may not reflect our 10-for-1
        stock split. Prices represent inter-dealer quotations without adjustments
        for
        markups, markdowns and commissions, and may not represent actual
        transactions.
  **High**
              
              **Low****Year
                  ended December 31, 2006**First
                  quarter
              
              $
              n/a
              
              $
              n/aSecond
                  quarter
              
              $
              n/a
              
              $
              n/aThird
                  quarter
              
              $
              n/a
              
              $
              n/aFourth
                  quarter
              
              $
              n/a
              
              $
              n/a**Year
                  ended December 31, 2007**First
                  quarter
              
              $
              n/a
              
              $
              n/aSecond
                  quarter
              
              $
              n/a
              
              $
              n/aThird
                  quarter
              
              $
              0.20
              
              $
              0.01Fourth
                  quarter
              
              $
              0.90
              
              $
              0.12
  On
        March
        31, 2008, the closing sale price for our common stock was $1.20.
  **Holders**
  As
        of
        March 31, 2008, we had 129 shareholders of record of our common
        stock.
  **Dividends**
  We
        have
        not paid any dividends on our common stock to date and do not anticipate
        that we
        will be paying dividends in the foreseeable future. Any payment of cash
        dividends on our common stock in the future will be dependent upon the amount
        of
        funds legally available, our earnings, if any, our financial condition, our
        anticipated capital requirements and other factors that our Board may think
        are
        relevant. However, we currently intend for the foreseeable future to follow
        a
        policy of retaining all of our earnings, if any, to finance the development
        and
        expansion of our business and, therefore, do not expect to pay any dividends
        on
        our common stock in the foreseeable future.
  19
  **Securities
        Authorized for Issuance Under Equity Compensation Plans**
  The
        following table contains certain information relating to outstanding warrants
        and options to purchase our common stock granted pursuant to compensation
        arrangements as of December 31, 2007:
  **Plan
                  Category**
              
              **Number
                  of Securities to be Issued Upon Exercise of Outstanding
                  Options,**
                **Warrants
                  and Rights**
              
              **Weighted-Average**
                **Exercise
                  Price of**
                **Outstanding
                  Options,**
                **Warrants
                  and Rights**
              
              **Number
                  of Securities**
                **Remaining
                  Available for**
                **Future
                  Issuance Under**
                **Equity
                  Compensation**
                **Plans
                  (Excluding Securities Reflected**
                **in
                  Column (a))****(a)**
              
              **(b)**
              
              **(c)**Equity
                  compensation plans
                Approved
                  by security holders (1):
              
              
              1,222,289
              
              $
              0.23
              
              
              10,000,000Equity
                  compensation plans not
                Approved
                  by security holders (2):
              
              
              —
              
              
              —
              
              
              —**Total**
              
              
              1,222,289
              
              $
              0.23
              
              
              10,000,000
 
 (1)  Consists
        of common stock non-qualified options to purchase our common stock that have
        been granted pursuant to our 2004 Stock Option Plan and 2008 Equity Incentive
        Plan. On February 8, 2007, we filed with the SEC a Registration Statement
        on
        Form S-8 to register 10,000,000 shares of our common stock issuable under
        the
        2008 Equity Incentive Plan.
  (2)  We
        have
        not granted any options to purchase our common stock pursuant to equity
        compensation plans that have not been approved by our stockholders.
  **Recent
        Sales of Unregistered Securities**
  During
        the past three years, the Registrant sold unregistered securities as described
        below.  Except as disclosed below, there were no underwriters involved in
        the transactions and there were no underwriting discounts or commissions
        paid in
        connection therewith.
  Upon
        formation on September 8, 2004, the Company sold and issued 19,187,500 shares
        of
        its common stock to the founders of the Company at a price of $0.00001 per
        share. 17,000,000 of these shares were issued to related parties.
 
 The
        Company entered into a private placement of unregistered securities whereby
        it
        sold and issued 2,060,000 shares of common stock in the year ended December
        31,
        2004. The common stock was sold at $0.25 per share. The gross aggregate proceeds
        from the sale of this stock were $515,000.
 
 In
        the
        year ended December 31, 2005, the Company merged with International Waste
        Processors (“IWP”) and the Company exchanged 970,000 shares of common stock for
        all outstanding shares of common stock in IWP. The shares were valued at
        $0.25
        per share which was the fair value of the Company’s most recent private
        placement.
 
 During
        the year ended December 31, 2005, the Company entered into subscription
        agreements through a private placement of unregistered securities to sell
        and
        issue 1,658,000 shares of common stock at $0.25 per share for gross aggregate
        proceeds from the sale of this stock of $414,500.
  20




During
      the year ended December 31, 2005, the Company entered into subscription
      agreements through a private placement of unregistered securities to sell and
      issue 698,000 shares of common stock at $1.00 per share for gross aggregate
      proceeds from the sale of this stock of $698,000. The Company sold these shares
      at an increased valuation based upon the merger with IWP and its acquisition
      of
      additional waste processing technologies.





During
      the year ended December 31, 2005, two warrants representing 468,200 shares
      of
      common stock were exercised at their exercise price of $0.01 per share and
      the
      Company issued 468,200 shares of common stock.





During
      the year ended December 31, 2005, Steve Racoosin, the Company’s current Chief
      Executive Officer contributed 2,000,000 shares of common stock back to the
      Company to assist with a private placement and to minimize dilution to
      shareholders in connection with a prior offering. These shares were added to
      the
      authorized but unissued shares of the Company’s common stock.





During
      the year ended December 31, 2005, the Company entered into subscription
      agreements through a private placement of unregistered securities to sell and
      issue 150,000 shares of Series A Convertible Redeemable Participating Preferred
      Stock at $1.00 per share.





During
      the year ended December 31, 2006, the Company entered into subscription
      agreements through a private placement of unregistered securities to sell and
      issue 2,730,423 shares of Series A Convertible Redeemable Participating
      Preferred Stock. $2,530,423 of the gross aggregate proceeds from this issuance
      was received in the year ended December 31, 2006. The remaining $200,000 was
      booked as a subscription receivable and received in 2007.





During
      the year ended December 31, 2006, the Company issued 500,000 shares of common
      stock to two consultants as compensation for services and recognized $500,000
      in
      compensation expenses. In addition, the Company issued 120,000 shares of
      preferred stock to a consultant for services and recognized $120,000 in
      compensation expense.





During
      the year ended December 31, 2006, the Company agreed to reverse part of the
      cancellation of common stock by Steve Racoosin. The Company reissued 1,500,000
      shares back to Mr. Racoosin.





On
      February 12, 2007, Hudson & Co., LLC contributed 1,000,000 shares of common
      stock back to the Company. These shares were added to our authorized by unissued
      shares of common stock.





During
      the year ended December 31, 2007, the Company entered into a subscription
      agreement through a private placement of unregistered securities to sell and
      issue 160,000 shares of Common Stock at $0.50 per share for net proceeds of
      $79,950.





During
      the year ended December 31, 2007, the Company issued 29,442,546 shares of common
      stock, of which 3,000,423 were shares of preferred stock that were converted
      to
      common stock pursuant to the BioGold Merger and issued 21,908,987 shares of
      common stock pursuant to the Cab-tive Merger.




**Issuer
      Purchases of Equity Securities**




During
      the year ended December 31, 2006, the Company repurchased and retired 100,000
      shares of common stock at $0.50 and 500,000 shares of common stock at $1.00
      per
      share.




21




During
      the year ended December 31, 2007, in connection with the Cab-tive Merger, the
      Company repurchased 30,000 shares of common stock from three shareholders who
      dissented to the Cab-tive Merger under Nevada law. The Company repurchased
      these
      shares for $158.




**Item
      6.**  **Management’s
      Discussion and Analysis or Plan of Operation.**




You
      should read the following discussion of our financial condition and results
      of
      operations in conjunction with the financial statements and the notes to those
      statements included elsewhere in this Form 10-KSB. This discussion may
      contain forward-looking statements that involve risks and uncertainties. Our
      actual results may differ materially from those anticipated in these
      forward-looking statements as a result of certain factors, such as those set
      forth under the section entitled “Description of Business—Risk Factors” and
      elsewhere in this Form 10-KSB.




**Critical
      Accounting Policies and Estimates**




There
      have been no material changes to our critical accounting policies and estimates
      since the end of our last fiscal year. For detailed information on our critical
      accounting policies and estimates, see our financial statements and notes
      thereto included elsewhere in this Form 10-KSB.




The
      following discussion and analysis of our financial condition and results of
      operations is based upon our consolidated financial statements, which have
      been
      prepared in accordance with accounting principles generally accepted in the
      United States and with applicable SEC rules and regulations. The preparation
      of
      these financial statements requires us to make estimates and judgments that
      affect the reported amounts of assets, liabilities, revenues and expenses,
      and
      related disclosure of contingent assets and liabilities. On an ongoing basis,
      we
      evaluate our estimates including, among others, those affecting revenues, the allowance for doubtful accounts, and the useful lives of tangible
      and intangible assets. The discussion below is intended to be a brief discussion
      of some of the judgments and uncertainties that can impact the application
      of
      these policies and the specific dollar amounts reported in our financial
      statements. We base our estimates on historical experience and on various other
      assumptions that we believe to be reasonable under the circumstances, the
      results of which form our basis for making judgments about the carrying values
      of assets and liabilities that are not readily apparent from other sources.
      Actual results may differ from these estimates under different assumptions
      or
      conditions, or if management made different judgments or utilized different
      estimates. Many of our estimates or judgments are based on anticipated future
      events or performance, and as such are forward-looking in nature, and are
      subject to many risks and uncertainties, including those discussed above and
      elsewhere in this Form 10-KSB. We do not undertake any obligation to update
      or
      revise this discussion to reflect any future events or
      circumstances.




We
      have
      identified below some of our accounting policies that we consider critical
      to
      our business operations and the understanding of our results of operations.
      This
      is neither a complete list of all of our accounting policies, nor does it
      include all the details surrounding the accounting policies we have identified.
      There are other accounting policies that are significant to us. For a more
      detailed discussion on the application of these and our other accounting
      policies, please refer to the footnotes to our consolidated financial statements
      included elsewhere in this Form 10-KSB.




**Revenue
      Recognition**




We
      have
      not earned any revenue; however, we will recognize revenue from the provision
      of
      municipal solid waste (“MSW”) in the form of a tip fee paid by a trash hauler or
      landfill for each ton of MSW or other waste brought to us for processing. This
      revenue will be recognized as earned when the MSW or other waste is delivered
      to
      a BioGold facility for processing. We also will recognize revenue for the sale
      of outputs in the form of recycled metals, electricity, and fuels. This revenue
      will be recognized as earned when actual outputs are sold and delivered to
      the
      end customer.




22




The
      Company is a development stage enterprise as that term is defined by the US
      Generally Accepted Accounting Principles. As such, we have not generated any
      revenue to date and have not started our planned principal operations. Although
      the Company will continue to devote substantially all of its efforts to
      establishing itself, there can be no guarantee as to when or if revenue will
      be
      recognized.




**Operating
      Expenses**




We
      have
      segregated our recurring operating expenses among two categories:
      (1) research and development, and (2) selling, general and
      administrative expenses. Sales expenses include advertising and promotional
      expenses, and travel expenses. Selling, general and administrative expenses
      include salaries and benefits for our executives, business development, human
      resources, finance, information technology staffing, advertising, and general
      operating expenses. General operating expenses include overall corporate
      expenses, such as rent, supplies, and corporate financial promotion activities.
      Based on our plans for future growth, we expect our selling, general and
      administrative costs to increase significantly in the future.




**Research
      and Development**




Research
      and development expenses include research into new waste processing
      technologies, development of proprietary patents, and partnerships with third
      parties in developing new proprietary waste processing technologies. The
      technologies that we have licensed or otherwise have rights to have been under
      development for many years. When we generate substantial amounts of revenue,
      we
      will expand both the capabilities and capacity of our BioGold Process to
      maintain and expand our technology leadership; however, we do not anticipate
      any
      significant research and development expenses in the next 12
      months.





**Employees**




The
      Company currently has 3 full time employees. The Company will likely need to
      hire additional staff between 1 and 20 employees in the next 12 months to
      execute its plans, depending upon what waste processing plants it may begin
      constructing.




**Off-Balance
      Sheet Arrangement**




We
      are
      not a party to any off-balance sheet arrangements, and we do not engage in
      trading activities involving non-exchange traded contracts.




**Material
      Commitments for Capital Expenditures**




We
      do not
      have any material commitments for capital expenditures at this time. If we
      are
      successful in building a waste to energy processing plant, we will have to
      enter
      into material commitments for the purchase of certain capital items for building
      the plants, which may be substantial and could range from $2,000,000 to
      $50,000,000 or more.




**Accounting
      for Stock Options and Warrants Granted to Employees and
      Non-Employees**




In
      December 2004, the Financial Accounting Standards Board (“FASB”) issued a
      revision to Statement of Financial Accounting Standards (“SFAS”) No.
      123R, *Accounting for Stock-Based Compensation* .
      This
      statement supersedes Accounting Principles Board Opinion No. 25, *Accounting for Stock Issued to Employees* ,
      and its
      related implementation guidance. This statement establishes standards for the
      accounting of transactions in which an entity exchanges its equity instruments
      for goods or services. It also addresses transactions in which an entity incurs
      liabilities in exchange for goods or services that are based on the fair value
      of the entity’s equity instruments or that may be settled by the issuance of
      those equity instruments. This statement focuses primarily on accounting for
      transactions in which an entity obtains employee services in share-based payment
      transactions. This statement does not change the accounting guidance for
      share-based payment transactions with parties other than employees provided
      in
      SFAS No. 123R. This statement does not address the accounting for employee
      share
      ownership plans, which are subject to the American Institute of Certified Public
      Accountants Statement of Position 93-6, *Employers’ Accounting for Employee Stock Ownership Plans* .
      We
      expect no changes to our financial reporting as a result of the application
      of
      the foregoing because we are already reporting and complying with the fair
      value
      method of SFAS No. 123R.




23




**Liquidity
      and Capital Resources**




The
      following section discusses the effects of changes in our balance sheet and
      cash
      flow on our liquidity and capital resources:




Since
      Inception, we have incurred significant operating and net losses and have been
      unable to meet our cash flow needs with internally generated funds. Our cash
      requirements (primarily working capital requirements and cash for product
      development and licensing activities) have been satisfied through borrowings
      and
      the issuance of securities in a number of private placements. At December 31,
      2007, we had cash and cash equivalents on hand of approximately $48,564, trading
      securities valued at $5,364, and a negative working capital position of
      $144,538. Although we have taken actions to reduce operating losses by reducing
      operating expenses and headcount, we may continue to generate losses in the
      near
      term. Our present financial position raises doubt about our ability to continue
      as a going concern. The consolidated financial statements included elsewhere
      in
      this Form 10-KSB do not include any adjustments that might result from the
      outcome of this uncertainty.




Although
      not reflected on our balance sheet for fiscal year ended December 31, 2007,
      the
      following transaction occurred subsequent to December 31, 2007 which affects
      the
      capital resources of the Company:




On
      March
      3, 2008, BioGold Fuels Corporation, a Nevada corporation (“BioGold” or the
“Company”) issued to Heritage Holding Group, LLC, a California limited liability
      company (“Lender”) a Senior Secured Promissory Note (the “Note”) in the
      principal amount of $550,000.  The Note is due and payable on December
      31, 2008.  The Note bears interest at the rate of 15% per annum and
      the Lender receives a 10% origination fee on the Note, which is deducted from
      the payment of principal at the time the funds are disbursed. The Note was
      issued pursuant to a Senior Secured Note Purchase Agreement.




To
      secure
      the Note, the Lender has been granted a first priority interest in all of the
      assets of the Company pursuant to the terms and conditions of a Security
      Agreement dated March 3, 2008. The Note allows prepayment at any time to remove
      the security interest.




Although
      the Note provides $500,000 in net working capital, the proceeds from the Note
      may not be sufficient to satisfy the Company’s capital needs for the next 12
      months and the Company may need to raise additional funds.




The
      complete terms and conditions of the foregoing transaction are set forth in
      the
      Note, Security Agreement, and Senior Secured Note Purchase Agreement, which
      are
      attached hereto as exhibits.




**Item
      7.**  **Financial
      Statements.**




Our
      consolidated financial statements and consolidated footnotes thereto required
      to
      be included in Item 7 are set forth on page F-1 of this report.




24




**Item
      8.**  **Changes
      In and Disagreements With Accountants on Accounting and Financial
      Disclosure.**




None.




**Item
      8A.**  **Controls
      and Procedures.**




**Evaluation
      of Disclosure Controls and Procedures**




We
      evaluated the effectiveness of the design and operation of our disclosure
      controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the
      Exchange Act, as of December 31, 2007. Our principal executive and financial
      officers supervised and participated in the evaluation. Based on the evaluation,
      our principal executive and financial officers each concluded that our
      disclosure controls and procedures were effective in providing reasonable
      assurance that information required to be disclosed by us in the reports we
      file
      or submit under the Exchange Act is recorded, processed, summarized and reported
      within the time periods specified in the SEC’s forms and rules as of December
      31, 2007. However, the company and its management also identified areas
      requiring improvement as identified below.





**Management’s
      Annual Report on Internal Control Over Financial
 Reporting**





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f)
      of
      the Exchange Act. Internal control over financial reporting is designed to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with GAAP. Our internal control over financial reporting includes those policies
      and procedures that: Internal control over financial reporting cannot provide
      absolute assurance of achieving financial reporting objectives because of its
      inherent limitations. Internal control over financial reporting is a process
      that involves human diligence and compliance and is subject to lapses in
      judgment and breakdowns resulting from human failures. Internal control over
      financial reporting can also be circumvented by collusion or improper management
      override. Because of such limitations, there is a risk that material
      misstatements may not be prevented or detected on a timely basis by internal
      control over financial reporting. Also, projections of any evaluation of
      effectiveness to future periods are subject to the risk that controls may be
      inadequate because of changes in conditions, or that the degree of compliance
      with the policies or procedures may deteriorate.





Our
      management, including the chief executive officer and principal financial
      officer, concluded that we did not maintain appropriate internal control over
      financial reporting at December 31, 2007. In arriving at that conclusion, we
      considered the criteria established in Internal Control—Integrated Framework
      issued by the Committee of Sponsoring Organizations of the Treadway Commission
      (“COSO”) and we did not performed a complete assessment as outlined in
      Commission Guidance Regarding Management’s Report on Internal Control Over
      Financial Reporting Under Section 13(a) or 15(d) of the Exchange Act .





In
      summary, as a result of our preliminary assessment of internal control over
      financial reporting under COSO criteria we identified the following material
      weaknesses as well as significant deficiencies that are expected to be
      remediated during the fiscal year 2008. Despite the existence of the findings,
      we believe that our consolidated financial statements contained in this Form
      10-KSB filed with the SEC fairly present our financial position, results of
      operations and cash flows for the fiscal year ending December 31, 2007 and
      from
      the period from Inception (September 8, 2004) through December 31, 2007 in
      all
      material respects. In conjunction with this conclusion, our independent
      registered public accounting firm is not required to attest on our internal
      control for the fiscal year ended December 31, 2007.





As
      of
      December 31, 2007, the following material weaknesses where found in our internal
      control over financial reporting were identified:




1.
      The
      company did not conduct appropriate risk assessment or testing in 2007 to
      satisfy COSO requirements.




25





2.
      We did
      not have sufficient segregation of duties over a variety of financial processes.





3.
      We did
      not formally document many of the reviews conducted by the financial department
      in the processing and preparation of the company financial statements. These
      processes include journal entries, account reconciliations, consolidations,
      equity reconciliations.





As
      of
      December 31, 2007, the following significant deficiency was found in our
      internal control over financial reporting:





1.
      We do
      not have a Whistleblower contact setup.




We
      are
      not an “accelerated filer” for the 2007 fiscal year because we remain qualified
      as a “small business issuer.” Hence, under current law, the internal controls
      certification and attestation requirements of Section 404 of the Sarbanes-Oxley
      Act of 2002, as amended, will not apply to us until the fiscal year ended
      December 31, 2008. Notwithstanding the fact that these internal control
      requirements do not apply to us at this time, our management has begun reviewing
      our internal control procedures to facilitate compliance with those requirements
      when they become applicable. **





**Changes
      in Internal Control Over Financial Reporting**





In
      connection with our evaluation required by Exchange Act Rule 13a-15(b), there
      has been no change in our internal control over financial reporting during
      our
      most recent fiscal quarter that has materially affected, or is reasonably likely
      to materially affect, our internal control over financial
      reporting.





**Item
      8A(T).**  **Controls
      and Procedures.**




**MANAGEMENT
      RESPONSIBILITIES UNDER SECTION 404**





Section
      404 of the Sarbanes-Oxley Act requires management of a publicly traded company
      to issue an internal control report that explicitly accepts responsibility
      for
      establishing and maintaining “adequate” internal control over financial
      reporting. Management must also issue an assertion as to whether internal
      control over financial reporting is effective as of the end of the fiscal year.
      Further, the assessment is to be made at a specific point in time. Therefore,
      management’s assessment does not cover the entire year.





Management
      must comply with the following requirements in order for its registered public
      accounting firm (external auditor) to complete an audit of internal control
      over
      financial reporting:





·
            Accept
                responsibility for the effectiveness of the entity's internal control
                over
                financial reporting;





·
            Evaluate
                the effectiveness of the entity's internal control over financial
                reporting using suitable control criteria;





·
            Support
                its evaluation with sufficient evidence, including documentation;
                and





·
            Present
                a written assessment of the effectiveness of the entity's internal
                control
                over financial reporting as of the end of the entity's most recent
                fiscal
                year.




26




Management
      of BioGold is responsible for the preparation, consistency, integrity, and
      fair
      presentation of the consolidated financial statements. The consolidated
      financial statements have been prepared in accordance with accounting principles
      generally accepted in the United States of America applied on a consistent
      basis
      and, in management’s opinion, are fairly presented. The financial statements
      include amounts that are based on management’s informed judgments and best
      estimates.





As
      discussed above, our management, including the chief executive officer and
      principal financial officer, concluded that we did not maintain appropriate
      internal control over financial reporting at December 31, 2007. In arriving
      at
      that conclusion, we considered the criteria established in Internal
      Control—Integrated Framework issued by the Committee of Sponsoring Organizations
      of the Treadway Commission (“COSO”) and we did not performed a complete
      assessment as outlined in Commission Guidance Regarding Management’s Report on
      Internal Control Over Financial Reporting Under Section 13(a) or 15(d) of the
      Exchange Act .





The
      Board
      of Directors exercises its oversight role with respect to the Company’s systems
      of internal control primarily through its Audit Committee, which is comprised
      solely of outside directors. The Committee oversees the Company’s systems of
      internal control and financial reporting to assess whether their quality,
      integrity, and objectivity are sufficient to protect shareholders’ investments.





The
      Company’s consolidated financial statements have been audited by PMB Helin
      Donovan Accounting Firm, independent auditors. As part of its audit, PMB Helin
      Donovan Accounting Firm considers the Company’s internal control to plan the
      audit and determine the nature, timing, and extent of auditing procedures
      considered necessary to render its opinion as to the fair presentation, in
      all
      material respects, of the consolidated financial statements, which is based
      on
      independent audits made accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Management’s assertion that the
      Company did not maintain effective internal control over financial reporting
      for
      financial presentations in conformity with accounting principles generally
      accepted in the United States of America has not been audited by PMB Helin
      Donovan. Management has made available to PMB Helin Donovan Accounting Firm
      all
      the Company’s financial records and related data, and information concerning the
      Company’s internal control over financial reporting, and believes that all
      representations made to PMB Helin Donovan Accounting Firm during its audits
      were
      valid and appropriate.





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 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 .




**Changes
      in Internal Control Over Financial Reporting**





In
      connection with our evaluation pursuant to paragraph (d) of Rule 240.13a-15
      or
      Rule 240.15d-1, there has been no change in our internal control over financial
      reporting during our most recent fiscal quarter that has materially affected,
      or
      is reasonably likely to materially affect, our internal control over financial
      reporting.





27





**Item
      8B.**  **Other
      Information.**




None.




28




**PART
      III**




**Item
                9.**
              **Directors,
                  Executive Officers, Promoters, Control Persons and Corporate Governance;
                  Compliance With Section 16(a) of the Exchange
                  Act.**






**Directors
      and Executive Officers**




As
      of
      March 31, 2008, the table below and following summary set forth the name, age
      and business experience of each of our directors and executive
      officers.




**Name**
            
            **Age**
            
            **Position**Steve
                Racoosin
            
            55
            
            Chief
                Executive Officer and Chairman of the BoardChris
                Barsness
            
            35
            
            Chief
                Financial Officer and SecretaryWalter
                Wendland
            
            52
            
            DirectorMichael
                Ott
            
            31
            
            Director







Steve
      Racoosin was a founder and director of Old BioGold since Inception. Mr. Racoosin
      was named Chief Executive Officer and Chairman of the Board on February 12,
      2007.  In
      2002,
      Mr. Racoosin founded World Waste of America, Inc., which later became World
      Waste Technologies, Inc., a publicly traded waste-processing
      company. **** A
      high
      tech visionary, Mr. Racoosin brings over 30 years experience in energy
      development projects, landfill operations, and alternative waste solutions.
      Mr.
      Racoosin was the Founder and CEO/President of Full Circle Industries, Inc.
      Mr.
      Racoosin’s past research efforts include pressurized steam classification
      technologies for municipal solid waste in addition to biomass to liquid fuels
      and pyrolysis/gasification technologies. Mr. Racoosin’s background includes
      landfill land management activities with R. E. Wolfe enterprises and San
      Bernardino County. Mr. Racoosin has been a member of the International Union
      of
      Operation Engineers and the Iron Workers Union. Mr. Racoosin’s substantial
      experience in business includes project conception, finance, design, and
      construction giving him a broad range of knowledge in critical business
      processes involved in the conversion of waste to energy production and waste
      contract procurement experience. Mr. Racoosin has demonstrated and continues
      to
      demonstrate his commitment to the 'zero waste' concept.




Chris
      Barsness was elected as the Company’s Chief Financial Officer and Secretary on
      October 1, 2007. Mr. Barsness has served as a management, legal and financial
      consultant to the Company since May 2006, as well as serving as the Company’s
      Chief Financial Officer from July 5, 2006 to April 20, 2007. Mr. Barsness brings
      a wide variety of legal, finance, accounting, and management experience to
      the
      company. From January 2007 to December 2007, he served as in house counsel
      for
      Auriga Laboratories, Inc. a publicly traded pharmaceutical company. He is a
      licensed California attorney. From 2005-2006, he worked as an associate attorney
      in the employment and international departments of Adelson, Testan, &
Brundo, a private law firm, in their San Bernardino, California office. From
      2003-2005, he worked as an associate attorney for Grancell, Lebovitz, Stander,
      Barnes, & Reubens in their Riverside, California offices. From 2002-2003, he
      was the Chief Financial Officer and General Counsel for Mo-bility Inc., a
      private medical device manufacturer located in La Jolla, California. He also
      served as a consultant and controller for Mo-bility Inc. from 2000-2002.
      Currently, he is the sole partner at the Law Office of Chris Barsness, a private
      law firm located in Los Angeles, California that he formed in 2002. From 2005
      until currently, he has served as the Chairman and CEO of Executive Estates
      Realty Group Inc., a private real estate company located in Los Angeles,
      California that he founded in 2005. He holds a Juris Doctor from the University
      of San Diego School of Law, a Masters in Business Administration, emphasis
      in
      Finance, from University of San Diego School of Business, and a Bachelor of
      Science from Arizona State University. He is also a licensed California real
      estate broker.




29




Walter
      Wendland was elected to the board of directors in April 2007. Mr. Wendland
      is
      the current president and CEO of Golden Grain Energy LLC. Mr. Wendland, came
      to
      the ethanol industry with a diverse background in agriculture and manufacturing,
      centered on innovation and effective management. A lifelong farmer, operating
      a
      northeast Iowa farming operation for 31 years, Wendland coupled his agricultural
      pursuits with entrepreneurial enterprises and management positions within
      manufacturing that have developed a broad knowledge of the agricultural
      industry, skills as a supervisor and manager, and an ability to look for unique
      ways of improving efficiency and profitability. For 20 years, Wendland owned
      and
      operated a business selling grain byproducts as feed and nutrients for the
      livestock industry, providing an excellent foundation for understanding the
      challenges and importance of developing a strong market for the distillers
      grains produced as a co-product of the ethanol process. His manufacturing
      experience includes 15 years as a supervisor working with metal fabrication,
      creating experimental parts for John Deere and developing processing equipment
      for Cargill, ADM and Iams pet food. This experience in custom fabrication
      provided vital insight into the processing industry, in addition to requiring
      innovation and creative thinking to develop unique parts and equipment in the
      most efficient and cost-effective manner possible. For 10 years prior to joining
      Golden Grain Energy, Wendland also was manager and a partner in an 800 cow
      dairy
      in northeast Iowa, with responsibility for all aspects of operations, including
      management, animal health and nutrition. The skills and knowledge developed
      through these diverse experiences blended to meet the needs of a growing ethanol
      company, beginning in 2002 as a member of the steering committee that initiated
      the creation of Golden Grain Energy. Wendland was chosen in May 2002 to be
      chairman of the board and president of the company, spearheading the equity
      drive and development phase, and in October 2002 was appointed to serve as
      owner’s representative and construction manager as the plant was being built. In
      June 2004, Wendland stepped down from the board of directors to accept an
      appointment as company president and chief executive officer, and he has since
      led the company to surpass its production and profit goals and begin
      construction of an expansion that will more than double the potential capacity
      of the plant. In addition to his role within Golden Grain Energy, Wendland
      is
      active in promoting ethanol on local, state and national levels, as vice
      chairman of the Iowa Renewable Fuels Association and a member of the board
      of
      directors of the national Renewable Fuels Association. He also serves on the
      boards of the Renewable Products Marketing Group and the North Iowa Business
      and
      Industry.




On
      March
      10, 2008, Michael Ott was elected to the board by a majority of existing board
      of directors. He serves as one of our independent directors.  Mr. Ott is
      the Executive Director of BIOWA, a trade association and consulting group for
      biobased products.  Headquartered in Iowa City, BIOWA connects researchers,
      farmers, investors and entrepreneurs to Grow the Bioeconomy(TM).  Mr. Ott
      is also a board member of Practical Environmental Solutions, a biomass
      pelletizing company.  He is a Governor of the American Biofuels Council and
      an advisory board member of the Clean Tech Law and Business Journal.  Mr.
      Ott previously served as the director of Iowa BioDevelopment in Eddyville,
      IA.  Mr. Ott has also authored a number of scientific papers related to the
      Emerging Bioeconomy and autocatalytic processes. He brings a well-featured
      background in publications, being the focus of over 50 stories in periodicals
      such as the Chicago Tribune, Des Moines Register, and Cedar Rapids Gazette.
      Mr.
      Ott was also named one of the Top 40 Under 40 Businesspeople in Iowa in 2007.
      Mr. Ott received his M.S. degree in Bioinorganic Chemistry from
      the University of Iowa and his Bachelor of Arts from Simpson
      College.




**Director
      Service and Compensation**




All
      of
      our directors hold office until the next annual meeting of our stockholders
      or
      until they resign or are removed from office in accordance with our
      bylaws.




30




Our
      non-employee directors do not receive any cash compensation, with the exception
      of reimbursement for any expenses incurred by them in attending Board meetings.
      We have entered into indemnification agreements with each of our directors,
      which provides, among other things that we will indemnify each director, under
      certain circumstances, for defense expenses, damages, judgments, fines and
      settlements incurred by the director in connection with actions or proceedings
      to which he may be a party as a result of his position as a member of our Board,
      and otherwise to the full extent permitted under our bylaws and state
      law.




All
      executive offices are chosen by the Board and serve at the Board’s
      discretion.




**Board
      Committees**




From
      time
      to time the Board appoints and empowers committees to carry out specific
      functions on behalf of the Board. The following describes the current committees
      of the Board and their members:




*Audit
      Committee*




Our
      Audit
      Committee consists of Messrs. Ott (Chairman) and Wendland. Our Board has
      instructed the Audit Committee to meet periodically with our management and
      independent accountants to, among other things, review the results of the annual
      audit and quarterly reviews and discuss the financial statements, select the
      independent accountants to be retained, and receive and consider the
      accountants’ comments as to controls, adequacy of staff and management
      performance and procedures in connection with audit and financial controls.
      The
      Audit Committee is also authorized to review related-party transactions for
      potential conflicts of interest. Each of the members of the Audit Committee
      of
      the Board are “independent” within the meaning of Rule 10A-3 of the Exchange
      Act, and each of the members are able to read and understand fundamental
      financial statements. The Board has not yet made a determination that Mr. Ott
      or
      Mr. Wendland meets the SEC’s definition of an “audit committee financial
      expert.”




**Section
      16(a) Beneficial Ownership Reporting Compliance**




Based
      solely upon a review of our records, we are not aware of any of our officers,
      directors or beneficial owners of more than 10% of our securities that failed
      to
      timely file one or more reports disclosing beneficial ownership of our
      securities as required under Section 16(a) of the Exchange Act during the fiscal
      year ended December 31, 2007.




**Item
      10.**  **Executive
      Compensation.**




The
      following section contains information about the compensation paid to our
      executive officers and directors during the “last completed fiscal year” (as
      that phrase is used in Item 402 of Regulation S-B promulgated under
      the Securities Act). For purposes of this section, the “last completed fiscal
      year” consists of the twelve month period ending December 31, 2007.




31




**Summary
      Compensation Table**




The
      following summary compensation table sets forth all compensation awarded to,
      earned by, or paid to the persons who served as our Chief Executive Officer
      during the last fiscal year, along with all other executive officers whose
      total
      compensation exceeded $100,000.




Name
                and
            
            
            
            
            
            Salary
            
            
            Bonus
            
            
            Stock
              Awards
            
            
            Option
                Awards
            
            
            All
                Other Compensation
            
            
            TotalPrincipal
                Position
            
            
            Year
            
            
            ($)
            
            
            ($)
            
            
            ($)
            
            
            ($)
            
            
            ($)
            
            
            ($)Steve
                Racoosin,
              Chief
                Executive Officer(2)
            
            
            2007
            
            $
            243,783
            
            $
            -
            
            $
            -
            
            
            -
            
            $
            -
            
            $
            243,783







(1)Mr.
      Racoosin was elected as the Company’s Chief Executive Officer on February 12,
      2007 and is being paid based upon an annual salary of $275,000 per
      annum.




**Employment
      Agreements and Change of Control Provisions**




None.




**Indemnification**




Our
      certificate of incorporation provides that no officer or director shall be
      personally liable to us or our stockholders for monetary damages except as
      provided pursuant to Nevada law. Our bylaws and certificate of incorporation
      also provides that we shall indemnify and hold harmless each person who serves
      at any time as a director, officer, employee or agent of us from and against
      any
      and all claims, judgments and liabilities to which such person shall become
      subject by reason of the fact that he is or was a director, officer, employee
      or
      agent of us, and shall reimburse such person for all legal and other expenses
      reasonably incurred by him in connection with any such claim or liability.
      We
      also have the power to defend such person from all suits or claims in accordance
      with Nevada exclude any other right to which any such person may lawfully be
      entitled, and we may indemnify or reimburse such person in any proper case,
      even
      though not specifically provided for by our bylaws or certificate of
      incorporation.




Insofar
      as indemnification for liabilities arising under the Securities Act may be
      permitted to our directors, officers and controlling persons pursuant to the
      foregoing provisions, or otherwise, we have been advised that in the opinion
      of
      the SEC such indemnification is against public policy as expressed in the
      Securities Act and is, therefore, unenforceable.




32


**Outstanding
      Equity Awards At Fiscal Year End**




The
      following table generally sets forth the number of outstanding equity awards
      that have not been earned or vested or that have not been exercised for each
      named executive officer as of December 31, 2007:




**Option
                Awards**
            
            
            **Stock
                Awards**Equity
                IncentivePlan
                Awards:Number
                of
            
            
            Number
                of
            
            
            
            
            
            
            
            
            Number
            
            
            MarketNumber
                of
            
            
            Securities
            
            
            Securities
            
            
            
            
            
            
            
            
            of
                Shares
            
            
            Value
                ofSecurities
            
            
            Underlying
            
            
            Underlying
            
            
            
            
            
            
            
            
            of
                Stock
            
            
            Shares
                ofUnderlying
            
            
            Unexercised
            
            
            Unexercised
            
            
            Option
            
            
            
            
            
            That
                Have
            
            
            Stock
                ThatOptions
            
            
            Options
            
            
            Unearned
            
            
            Exercise
            
            
            Option
            
            
            Not
            
            
            Have
                NotExercisable
            
            
            Unexercisable
            
            
            Options
            
            
            Price
            
            
            Expiration
            
            
            Vested
            
            
            VestedName
            
            
            (#)
            
            
            (#)
            
            
            (#)
            
            
            ($)
            
            
            Date
            
            
            (#)
            
            
            ($)Steve
                Racoosin,
              Chief
                Executive Officer(1)
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —Chris
                Barsness,
              Chief
                Financial Officer and
              Secretary(2)
            
            
            1,145,896
            
            
            —
            
            
            —
            
            $
            0.23
            
            
            11/6/2016
            
            
            —
            
            
            —





(1)
            
            Mr.
                Racoosin was appointed our Chief Executive Officer on February 12,
                2007.(2)
            
            Mr.
                Barsness was appointed our Chief Financial Officer and Secretary
                effective
                as of October 1, 2007. Mr. Barsness previously served as the Company’s
                Chief Financial Officer from July 5, 2006 to February 12, 2007. Mr.
                Barsness was granted a non-statutory stock option to purchase 1,145,896
                shares of our common stock, which option vested as follows: 1/3 of
                the
                shares vested immediately upon grant and the remaining shares vested
                on
                April 1, 2007. The options are exercisable at $0.23 per
                share.




**Director
      Compensation**




The
      following table sets forth information concerning the compensation of our
      directors during the year ended December 31, 2007:


Fees
                  Earned or
              
              Stock
              
              Option
              
              All
                  OtherPaid
                  in Cash
              
              Awards
                  (1)
              
              Awards
                  (1)
              
              Compensation
              
              TotalName
              
              ($)
              
              ($)
              
              ($)
              
              ($)
              
              ($)Steve
                  Racoosin (2)
              
              $
              243,783
              
              $
              
              
              $
              
              
              
              —
              
              $
              243,783(3)
              
              
              —
              
              $
              
              
              $
              
              
              
              —
              
              $
              —







(1)
            
            Based
                upon the aggregate grant date fair value computed in accordance with
                FAS
                No. 123R (revised 2004),*Share-Based Payment*.




33




(2)
              
              Mr.
                  Racoosin was not appointed as Chief Executive Officer and Chairman
                  until
                  February 12, 2007 and earned fees based upon his position as Chief
                  Executive Officer and not as compensation for service on the board
                  of
                  directors.(3)
              
              All
                  other directors have not received any form of compensation for
                  the year
                  ended December 31, 2007.


**Item
      11.**  **Security
      Ownership of Certain Beneficial Owners and Management and Related Stockholder
      Matters.**




The
      following table sets forth certain information regarding the beneficial
      ownership of our common stock as of March 31, 2008 by: (i) each stockholder
      who is known by us to own beneficially more than five percent of our outstanding
      common stock; (ii) each member of our Board; (iii) the named executive
      officers; and (iv) all of our current executive officers and directors as a
      group.




The
      number of shares and the percentage of shares beneficially owned by each such
      person or entity, as set forth below, include shares of common stock that such
      person or group has the right to acquire on or within sixty days after March
      31,
      2008 pursuant to the exercise of warrants or options for the conversion of
      convertible securities.




Shares
                Beneficially Owned (1)Name
            
            
            Common
                Stock
            
            
            PercentageSteve
                Racoosin (2)
            
            
            14,147,541
            
            
            19
            %Walter
                Wendland
            
            
            1,418,324
            
            
            2
            %Michael
                Ott
            
            
            0
            
            
            *
            %Chris
                Barsness (3)
            
            
            4,354,405
            
            
            6
            %


All
                Executive Officers and Directors as a Group (4 persons)
            
            
            19,920,270
            
            
            27
            %







*
            
            Less
                than 1%(1)
            
            Applicable
                percentage of ownership is based upon 75,035,233 shares of our common
                stock outstanding as of March 31, 2008. Beneficial ownership is determined
                in accordance with the rules of the SEC and includes voting and investment
                power with respect to shares shown as beneficially owned. Shares
                of common
                stock subject to warrants currently exercisable or exercisable within
                60 days of March 31, 2008 are deemed outstanding for computing the
                shares and percentage ownership of the person or entity holding such
                warrants or convertible securities, but are not deemed outstanding
                for
                computing the percentage ownership of any other person or
                entity.(2)
            
            Consists
                of: 14,147,541 shares of common stock owned by One World Zero Waste,
                LLC,
                of which Mr. Racoosin is the beneficial owner as sole manager and
                member.(3)
            
            Consists
                of: 3,208,509 shares of common stock owned by Mr. Barsness and 1,145,896
                shares issuable upon exercise of an option to purchase common stock
                that
                is currently exercisable.




34




**Item
      12.**  **Certain
      Relationships and Related Transactions, and Director
      Independence.**




Chris
      Walton is a major shareholder, director, officer, or former director or officer
      of the following companies: Full Circle Industries, Inc., Gemini Environmental,
      and Hudson & Co., LLC. Phil Pesin is a major shareholder, director, officer,
      or former director or officer of the following companies: Auriga Laboratories,
      Inc., Aquoral Finance Corp, LLC, Full Circle Industries, Inc. and Sorrento
      Financial Group. BioGold Fuels Corporation is a renewable energy company
      incorporated in the state of Nevada and is publicly traded. Aquoral
      Finance Corp, LLC is a private finance firm in which Phil Pesin is a manager
      or
      member. Auriga Laboratories is a pharmaceutical company incorporated in the
      state of Delaware and is publicly traded. Gemini Environmental is an
      environmental solutions company that is privately owned, Sorrento Financial
      Group a consulting service provider which is beneficially owned by Phil Pesin,
      and Hudson & Co. is a consulting service provider owned by Chris
      Walton.





Transactions :





1.
            On
                December 20, 2006 the Company entered into a 24 month secured convertible
                promissory note with Gemini Environment for $110,000. On August 31,
                2007,
                pursuant to the terms of the note, the Company converted the balance
                due
                on the note into 335,500 shares of preferred stock in Gemini. On
                December
                10, 2007, the Company entered into an agreement with Gemini to return
                the
                335,500 shares of Gemini stock to Gemini for cancellation in exchange
                for
                Gemini waiving four years of annual maintenance payments under the
                Gemini
                License.





2.
            On
                December 24, 2006 the Company invested $93,750 in Aquoral Finance
                Corp for
                a 3⁄4 membership interest and a warrant to purchase 93,750 shares of common
                stock of Auriga Laboratories. On February 12, 2007, Phil Pesin and
                another
                shareholder of the Company exchanged 325,000 shares of Auriga common
                stock
                in consideration for the Company’s transferring a municipal solid waste
                technology patent application and prototype to Gemini, which Gemini
                then
                licensed back to the Company. In addition, the Company transferred
                its 3⁄4
                membership interest in Aquoral and the warrant to purchase 93,750
                shares
                of common stock of Auriga to Gemini.





3.
            On
                June 20, 2007, BioGold purchased 80,000 share of Auriga common stock
                for
                $100,000.





4.
            During
                the year ended December 31, 2007, the Company entered into a promissory
                note receivable for $125,000 with Auriga and entered into a promissory
                note receivable for $123,959 with Gemini. During the year ended December
                31, 2007, Gemini repaid the note and the Company received 150,000
                shares
                of Auriga common stock as payment for the other note
                balances.




The
      Company treated the Auriga stock as trading securities in accordance with SFAS
      115, “Accounting for Certain Investments in Debt and Equity Securities.” In the
      year ending December 31, 2007, the Company recorded an $106,803 realized loss
      and $5,069 realized gain from the sale of Auriga stock. The Company received
      approximately $370,000 from the sale of Auriga stock and recorded an $68,600
      unrealized loss on investment for the decline in fair market value of the
      remaining 134,076 shares of Auriga stock held by the Company at December 31,
      2007.





The
      technology transfers have no readily ascertainable value and were not valued
      as
      part of these transactions. The patent application transferred to Gemini had
      no
      book value and a fair market value for the license agreement with Gemini could
      not be determined.




The
      above
      described transactions were measured at the fair market value of the Auriga
      stock.




35




Other
      transactions





On
      September 1, 2006, The Company entered into a consulting agreement with Hudson
      & Co. for financial services to be provided at $15,000 per month. On
      February 12, 2007 Hudson & Co. terminated its agreement and the Company has
      no further liability for this agreement.





On
      March
      15, 2005, the Company entered into an advisory agreement with Sorrento Financial
      Group for $15,000 per month. In addition, the Company was obligated to pay
      $500,000 for achievement of certain financial milestones. In lieu of the
      $500,000 payment, the Company repurchased $500,000 of BioGold’s common stock
      held by Phil Pesin. The fair value of the stock was determined by the Company’s
      most recent private placement of $1 per share. On February 12, 2007, all service
      agreements with Sorrento were cancelled and the Company has no further
      liability.




We
      believe that all of the transactions set forth above were made on terms no
      less
      favorable to us than could have been obtained from unaffiliated third parties.
      We intend that all future transactions with affiliated persons be approved
      by a
      majority of the Board, including a majority of the independent and disinterested
      outside directors on the Board, and be on terms no less favorable to us than
      could be obtained from unaffiliated third parties.




36


**Item
      13.**  **Exhibits.**




**Exhibit**
              **Number**
            
            **Description
                of Exhibit**2.1
            
            Agreement
                and Plan of Merger by and between BioGold Fuels Corporation, BioGold
                Acquisition, Inc. and Full Circle Industries, Inc., dated April 20,
                2007.
                #2.2
            
            Certificate
                of Merger of BioGold Acquisition, Inc. into Full Circle Industries,
                Inc.,
                dated April 20, 2007.#2.3
            
            Agreement
                and Plan of Merger by and between BioGold Fuels Corporation, Cab-tive
                Advertising, Inc. and Cab-tive Acquisition, Inc., dated October 25,
                2007
                (1)2.4
            
            Articles
                of Merger of Cab-tive Acquisition, Inc. and BioGold Fuels Corporation,
                dated October 25, 2007.(2)3.1
            
            Articles
                of Incorporation of the Registrant. (3)3.2
            
            Bylaws
                of the Registrant. (4)3.3
            
            Certificate
                of Change to Articles of Incorporation Pursuant to NRS 78.209
                (5).3.3
            
            Certificate
                of Amendment to Articles of Incorporation dated November 26, 2007.
                (6)4.1
            
            Full
                Circle 2004 Stock Option Plan. #4.2
            
            BioGold
                Fuels 2008 Equity Incentive Plan. (7)4.7
            
            Form
                of Common Stock Option granted to Chris Barsness. #10.1
            
            License
                Agreement between Full Circle Industries, Inc. and Gemini Environmental
                Corporation. (8)10.2
            
            Form
                of Subscription Agreement. #10.3
            
            Form
                of Indemnification Agreement (9)10.4
            
            License
                Agreement between Full Circle Industries, Inc. and MSW Patents,
                Inc.#10.5
            
            License
                Agreement between Full Circle Industries, Inc. and BioProducts
                International.#10.6
            
            Senior
                Secured Promissory Note dated March 3, 2008 by and between BioGold
                Fuels
                Corporation and Heritage Holding Group, LLC (10).10.7
            
            Senior
                Secured Note Purchase Agreement dated March 3, 2008 by and between
                BioGold
                Fuels Corporation and Heritage Holding Group, LLC (11).10.8
            
            Security
                Agreement dated March 3, 2008 by and between BioGold Fuels Corporation
                and
                Heritage Holding Group, LLC (12).14.1
            
            Code
                of Ethics (13).21.1
            
            Subsidiaries.#31.1
            
            Certification
                of the Registrant’s Principal Executive Officer pursuant to Rules
                13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,
                as
                amended.#31.2
            
            Certification
                of the Registrant’s Principal Financial Officer pursuant to Rules
                13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,
                as
                amended.#32.1
            
            Certification
                of the Registrant’s Principal Executive Officer pursuant to 18 U.S.C.
                § 1350.#32.2
            
            Certification
                of the Registrant’s Principal Financial Officer pursuant to 18 U.S.C.
                § 1350.#







#  Filed
      herewith.




(1)
                Incorporated
                    herein by reference to Exhibit 2.2 of the Registrant’s Current Report on
                    Form 8-K, filed with the Securities and Exchange Commission on
                    May 18,
                    2006, reporting an event dated May 17,
                    2006.


37


(2)
              Incorporated
                  by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-k
                  filed with the Securities and Exchange Commission on October 26,
                  2007.(3)
              Incorporated
                  by reference to Exhibit 2.2 of the Registrant’s Current Report on Form 8-k
                  filed with the Securities and Exchange Commission on November 1,
                  2007.(4)
              Incorporated
                  by reference to Exhibit 3.1 of the Registrant’s Registration Statement on
                  Form SB-2 filed with the Securities and Exchange Commission on
                  November
                  21, 2006.(5)
              Incorporated
                  by reference to Exhibit 3.2 of the Registrant’s Registration Statement on
                  Form SB-2 filed with the Securities and Exchange Commission on
                  November
                  21, 2006.(6)
              Incorporated
                  by reference to Exhibit 3.1 on the Registrant’s Current Report on Form 8-k
                  filed with the Securities and Exchange Commission on October 19,
                  2007.(7)
              Incorporated
                  by reference to Exhibit 4.1 of the Registrant’s Registration Statement on
                  Form S-8 filed with the Securities and Exchange Commission on February
                  8,
                  2008.(8)
              Incorporated
                  by reference to Exhibit 10.1 of the Registrant’s Current Report on Form
                  8-k, filed with the Securities and Exchange Commission on November
                  1,
                  2007.(9)
              Incorporated
                  by reference to Exhibit 10.1 of the Registrant’s Current Report on Form
                  8-k, filed with the Securities and Exchange Commission on October
                  26,
                  2007.(10)
              Incorporated
                  by reference to Exhibit 10.1 of the Registrant’s Current Report on Form
                  8-k, filed with the Securities and Exchange Commission on March
                  5,
                  2008.(11)
              Incorporated
                  by reference to Exhibit 10.2 of the Registrant’s Current Report on Form
                  8-k, filed with the Securities and Exchange Commission on March
                  5,
                  2008.(12)
              Incorporated
                  by reference to Exhibit 10.3 of the Registrant’s Current Report on Form
                  8-k, filed with the Securities and Exchange Commission on March
                  5,
                  2008.(13)
              Incorporated
                  by reference to Exhibit 14 of the Registrants Annual Report on
                  Form 10-KSB
                  filed with the Securities and Exchange Commission on April 12,
                  2007.




38




**Item
      14.**  **Principal
      Accountant Fees and Services.**




The
      Audit
      Committee selected PMB Helin Donovan, an independent registered public
      accounting firm, as our independent auditors for the year ended December 31,
      2007. The following table sets forth fees for professional services rendered
      by
      PMB Helin Donovan for the audit of our financial statements as of and for the
      year ended December 31, 2007 and the period from Inception through December
      31,
      2007.





September
                8, 2004Year
                Ended
            
            (INCEPTION)December
                31,
            
            To
                December 31,2007
            
            2007Audit
                Fees (1)
            
            $
            31,000
            
            $
            41,000All
                Other Fees (2)
            
            
            —
            
            
            —Total
            
            $
            31,000
            
            $
            41,000







(1)
            
            Represents
                fees for professional services provided in connection with the audit
                of
                our financial statements for the fiscal periods presented and the
                review
                of our year end financial statements through December 31,
                2007.(2)
            
            Represents
                fees for professional services and advice provided. No other fees,
                audit
                related fees, or tax fees were paid relating to the audit period
                through
                the year ended December 31, 2007 or inception to December 31,
                2007.




**Audit
      Committee Pre-Approval Policies**




Rules
      adopted by the SEC in order to implement requirements of the Sarbanes-Oxley
      Act
      of 2002, as amended, require public company audit committees to pre-approve
      audit and non-audit services. Effective as of October 25, 2007, our Audit
      Committee has adopted a policy for the pre-approval of all audit, audit-related
      and tax services, and permissible non-audit services provided by our independent
      auditors. The policy provides for an annual review of an audit plan and budget
      for the upcoming annual financial statement audit, and entering into an
      engagement letter with the independent auditors covering the scope of the audit
      and the fees to be paid. Our Audit Committee may also from time-to-time review
      and approve in advance other specific audit, audit-related, tax or permissible
      non-audit services. In addition, our Audit Committee may from time-to-time
      give
      pre-approval for audit services, audit-related services, tax services or other
      non-audit services by setting forth such pre-approved services on a schedule
      containing a description of, budget for and time period for such pre-approved
      services. The policies require our Audit Committee to be informed of each
      service and the policies do not include any delegation of our Audit Committee’s
      responsibilities to management. Our Audit Committee may delegate pre-approval
      authority to one or more of its members. The member to whom such authority
      is
      delegated will report any pre-approval decisions to our Audit Committee at
      its
      next scheduled meeting.




During
      the year ended December 31, 2007, our Audit Committee approved 100% of the
      total
      fees that were paid to PMB Helin Donovan. Our Audit Committee has determined
      that the rendering of all other non-audit services by PMB Helin Donovan is
      compatible with maintaining PMB Helin Donovan’s independence. During the year
      ended December 31, 2007, none of the total hours expended on our financial
      audit
      by PMB Helin Donovan were provided by persons other than PMB Helin Donovan’s
      full-time permanent employees.




39


**SIGNATURES**




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




Dated:
      April 9, 2008.


**BIOGOLD
                FUELS CORPORATION.**By:
            /s/
                Steve RacoosinName:
            Steve
                RacoosinTitle:
            Chief
                Executive Officer and
              Chairman
                of the Board of Directors




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:




Signature
            
            Title
            
            Date/s/
                Steve Racoosin
            
            Chief
                Executive Officer (principal executive officer) and Chairman of the
                Board
                of Directors
            
            April
                9, 2008Steve
                Racoosin/s/
                Chris Barsness
            
            Chief
                Financial Officer (principal accounting and financial officer) &
                Secretary
            
            April
                9, 2008Chris
                Barsness/s/
                Walter Wendland
            
            Director
            
            April
                9, 2008Walter
                Wendland/s/
                Michael Ott
            
            Director
            
            April
                9, 2008Michael
                Ott




40


**E** **XHIBIT
      INDEX**




**Exhibit**
              **Number**
            
            **Description
                of Exhibit**2.1
            
            Agreement
                and Plan of Merger by and between BioGold Fuels Corporation, BioGold
                Acquisition, Inc. and Full Circle Industries, Inc., dated April 20,
                2007.
                #2.2
            
            Certificate
                of Merger of BioGold Acquisition, Inc. into Full Circle Industries,
                Inc.,
                dated April 20, 2007.#2.3
            
            Agreement
                and Plan of Merger by and between BioGold Fuels Corporation, Cab-tive
                Advertising, Inc. and Cab-tive Acquisition, Inc., dated October 25,
                2007
                (1)2.4
            
            Articles
                of Merger of Cab-tive Acquisition, Inc. and BioGold Fuels Corporation,
                dated October 25, 2007.(2)3.1
            
            Articles
                of Incorporation of the Registrant. (3)3.2
            
            Bylaws
                of the Registrant. (4)3.3
            
            Certificate
                of Change to Articles of Incorporation Pursuant to NRS 78.209
                (5).3.3
            
            Certificate
                of Amendment to Articles of Incorporation dated November 26, 2007.
                (6)4.1
            
            Full
                Circle 2004 Stock Option Plan. #4.2
            
            BioGold
                Fuels 2008 Equity Incentive Plan. (7)4.7
            
            Form
                of Common Stock Option granted to Chris Barsness. #10.1
            
            License
                Agreement between Full Circle Industries, Inc. and Gemini Environmental
                Corporation. (8)10.2
            
            Form
                of Subscription Agreement. #10.3
            
            Form
                of Indemnification Agreement (9)10.4
            
            License
                Agreement between Full Circle Industries, Inc. and MSW Patents,
                Inc.#10.5
            
            License
                Agreement between Full Circle Industries, Inc. and BioProducts
                International.#10.6
            
            Senior
                Secured Promissory Note dated March 3, 2008 by and between BioGold
                Fuels
                Corporation and Heritage Holding Group, LLC (10).10.7
            
            Senior
                Secured Note Purchase Agreement dated March 3, 2008 by and between
                BioGold
                Fuels Corporation and Heritage Holding Group, LLC (11).10.8
            
            Security
                Agreement dated March 3, 2008 by and between BioGold Fuels Corporation
                and
                Heritage Holding Group, LLC (12).14.1
            
            Code
                of Ethics (13).21.1
            
            Subsidiaries.#31.1
            
            Certification
                of the Registrant’s Principal Executive Officer pursuant to Rules
                13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,
                as
                amended.#31.2
            
            Certification
                of the Registrant’s Principal Financial Officer pursuant to Rules
                13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,
                as
                amended.#32.1
            
            Certification
                of the Registrant’s Principal Executive Officer pursuant to 18 U.S.C.
                § 1350.#32.2
            
            Certification
                of the Registrant’s Principal Financial Officer pursuant to 18 U.S.C.
                § 1350.#







#
            Filed
                herewith.




(1)
            Incorporated
                herein by reference to Exhibit 2.2 of the Registrant’s Current Report on
                Form 8-K, filed with the Securities and Exchange Commission on May
                18,
                2006, reporting an event dated May 17,
                2006.




41




(2)
            Incorporated
                by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-k
                filed with the Securities and Exchange Commission on October 26,
                2007.




(3)
            Incorporated
                by reference to Exhibit 2.2 of the Registrant’s Current Report on Form 8-k
                filed with the Securities and Exchange Commission on November 1,
                2007.




(4)
            Incorporated
                by reference to Exhibit 3.1 of the Registrant’s Registration Statement on
                Form SB-2 filed with the Securities and Exchange Commission on November
                21, 2006.




(5)
            Incorporated
                by reference to Exhibit 3.2 of the Registrant’s Registration Statement on
                Form SB-2 filed with the Securities and Exchange Commission on November
                21, 2006.




(6)
            Incorporated
                by reference to Exhibit 3.1 on the Registrant’s Current Report on Form 8-k
                filed with the Securities and Exchange Commission on October 19,
                2007.




(7)
            Incorporated
                by reference to Exhibit 4.1 of the Registrant’s Registration Statement on
                Form S-8 filed with the Securities and Exchange Commission on February
                8,
                2008.




(8)
            Incorporated
                by reference to Exhibit 10.1 of the Registrant’s Current Report on Form
                8-k, filed with the Securities and Exchange Commission on November
                1,
                2007.




(9)
            Incorporated
                by reference to Exhibit 10.1 of the Registrant’s Current Report on Form
                8-k, filed with the Securities and Exchange Commission on October
                26,
                2007.




(10)
            Incorporated
                by reference to Exhibit 10.1 of the Registrant’s Current Report on Form
                8-k, filed with the Securities and Exchange Commission on March 5,
                2008.




(11)
            Incorporated
                by reference to Exhibit 10.2 of the Registrant’s Current Report on Form
                8-k, filed with the Securities and Exchange Commission on March 5,
                2008.




(12)
            Incorporated
                by reference to Exhibit 10.3 of the Registrant’s Current Report on Form
                8-k, filed with the Securities and Exchange Commission on March 5,
                2008.




(13)
            Incorporated
                by reference to Exhibit 14 of the Registrants Annual Report on Form
                10-KSB
                filed with the Securities and Exchange Commission on April 12,
                2007.




42


**INDEX
      TO FINANCIAL STATEMENTS**


**Consolidated
      Financial Statements of BioGold Fuels Corporation**




**December
      31, 2007**




**Page**Report
                of Independent Registered Public Accounting Firm
            
            
            F-2Consolidated
                Balance Sheet as of December 31, 2007
            
            
            F-3Consolidated
                Statements of Operations for the Twelve Months Ended December 31,
                2007 and
                for the Period from September 8, 2004 (Inception) to December 31,
                2007
            
            
            F-4Consolidated
                Statement of Stockholders’ Equity for the Twelve Months Ended December 31,
                2007 and for the Period from September 8, 2004 (Inception) to December
                31,
                2007
            
            
            F-6Consolidated
                Statements of Cash Flows for the Twelve Months Ended December 31,
                2007 and
                for the Period from September 8, 2004 (Inception) to December 31,
                2007
            
            
            F-5Notes
                to Consolidated Financial Statements
            
            
            F-7




F-1


**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




We
      have
      audited the accompanying balance sheet of BioGold Fuels Corporation as of
      December 31, 2007, and the related statements of operations, stockholders’
deficit and cash flows from September 8, 2004 (inception) to December 31, 2007.
      These financial statements are the responsibility of the Company’s management.
      Our responsibility is to express an opinion on these financial statements based
      on our audit.




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




In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of BioGold Fuels Corporation as of
      December 31, 2007 and the results of its operations, stockholders’ deficit and
      its cash flows for the period from September 8, 2004 (inception) to December
      31,
      2007 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
      accompanying consolidated financial statements, the Company has no revenues
      and
      has sustained losses since inception. For the years ended December 31, 2007
      and
      2006 the Company experienced losses of approximately $1,371,346 and $2,734,418
      respectively. These factors raise substantial doubt about the Company's ability
      to continue as a going concern. Management's plans as to this matter are
      described in Note 4. The accompanying financial statements do not include any
      adjustments that might result from the outcome of this uncertainty.




/s/ PMB
      Helin
      Donovan


*Certified
      Public Accountants*


Spokane,
      Washington


April
      9,
      2008




F-2




**BioGold
                Fuels Corporation****(A
                Development Stage Company)****Consolidated
                Balance Sheet****December
                31, 2007**




December
                31,2007**Assets**Current
                AssetsCash
                and cash equivalents
            
            $
            48,564Trading
                securities
            
            
            5,364**Total
                Current Assets**
            
            
            53,928**Total
                Assets**
            
            $
            53,928**Liabilities**Current
                LiabilitiesAccounts
                payable
            
            $
            47,360Accrued
                salaries & related benefits
            
            
            151,105**Total
                Current Liabilities**
            
            
            198,465**Stockholders'
                Equity**Common
                stock$0.001
                par value; 700,000,000 shares authorized;74,923,233
                issued and outstanding
            
            
            74,925Additional
                paid-in capital
            
            
            9,159,444Accumulated
                deficit during development stage
            
            
            (9,378,906
            )**Total
                Stockholders' Equity**
            
            
            (144,537
            )**Total
                Liabilities & Stockholders' Equity**
            
            $
            53,928The
                accompanying notes are an integral part of these financial
                statements.




F-3




**BioGold
                Fuels Corporation****(A
                Development Stage Company)****Consolidated
                Statements of Operations**




Year-Ended
                    December31,
                  2007
                
                Year-Ended
                    December 31,
                  2006
                
                From
                    inception (September 8, 2004) to December 31, 2007**Revenue**
                
                $
                -
                
                $
                -
                
                $
                -**Expenses**Research
                    & development expense
                
                
                -
                
                
                14,615
                
                
                703,738Selling,
                    general, & administrative
                
                
                1,208,264
                
                
                2,814,737
                
                
                8,607,442**Operating
                    Loss**
                
                
                (1,208,264
                )
                
                (2,829,352
                )
                
                (9,311,180
                )**Other
                    Income (Expenses)**Other
                    income
                
                
                -
                
                
                95,734
                
                
                96,505Realized
                    gain on trading securities
                
                
                5,069
                
                
                -
                
                
                5,069Interest
                    income
                
                
                14,774
                
                
                -
                
                
                14,774Realized
                    loss on trading securities
                
                
                (106,803
                )
                
                -
                
                
                (106,803
                )Unrealized
                    loss on trading securities
                
                
                (68,600
                )
                
                -
                
                
                (68,600
                )Other
                    expense
                
                
                (4,818
                )
                
                -
                
                
                (5,167
                )Total
                    Other Income (Expenses)
                
                
                (160,378
                )
                
                95,734
                
                
                (64,222
                )**Loss
                    before tax**
                
                
                (1,368,642
                )
                
                (2,733,618
                )
                
                (9,375,402
                )Income
                    tax expense
                
                
                (2,704
                )
                
                (800
                )
                
                (3,504
                )**Net
                    Loss**
                
                $
                (1,371,346
                )
                $
                (2,734,418
                )
                
                (9,378,906
                )**Net
                    Loss Per Common Share****Basic**
                
                $
                (0.03
                )
                $
                (0.07
                )Weighted
                    Average Number of Outstanding Common SharesBasic
                    and diluted
                
                
                51,565,752
                
                
                37,145,344
 The
            accompanying notes are an integral part of these financial
            statements.
  F-4





**BioGold
                Fuels Corporation****(A
                Development Stage Company)****Consolidated
                Statement of Cash Flows**




From
                inceptionYear
                Ended
            
            Year
                Ended
            
            (September
                8, 2004)December
                31,
            
            December
                31,
            
            to
                December 31,2007
            
            2006
            
            2007**Net
                Loss**
            
            $
            (1,371,346
            )
            $
            (2,734,418
            )
            $
            (9,378,906
            )**Cash
                Flows Provided By (Used In) Operating Activities**Adjustments
                to reconcile net loss to net cash usedCommon
                stock issued for services
            
            
            -
            
            
            500,000
            
            
            500,000Preferred
                stock issued for services
            
            
            -
            
            
            120,000
            
            
            120,000Warrants
                & options expense for consultants & employees
            
            
            555,836
            
            
            714,171
            
            
            4,844,416License
                impairment expense
            
            
            -
            
            
            -
            
            
            242,500Depreciation
                and amortization expense
            
            
            1,003
            
            
            7,061
            
            
            8,471Impaired
                asset expense
            
            
            18,387
            
            
            -
            
            
            18,387Gain
                on sale of assets to related party
            
            
            (5,000
            )
            
            -
            
            
            (5,000
            )Net
                loss on trading securities, realized
            
            
            101,734
            
            
            -
            
            
            101,734Net
                loss on trading securities, unrealized
            
            
            68,600
            
            
            -
            
            
            68,600Increases
                (decreases) in accounts payable
            
            
            (66,464
            )
            
            112,342
            
            
            47,360Increase
                in other current liabilities
            
            
            84,169
            
            
            10,351
            
            
            151,105Decrease
                in other current assets
            
            
            -
            
            
            2,500
            
            
            -Decrease
                in prepaid expenses
            
            
            9,768
            
            
            10,232
            
            
            -**Total
                Cash Flow Used By Operating Activities**
            
            
            (603,313
            )
            
            (1,257,761
            )
            
            (3,281,334
            )**Cash
                Flows Provided By (Used In) Investing Activities**Purchase
                of fixed assets
            
            
            -
            
            
            (121,988
            )
            
            (124,436
            )Purchase
                of fixed assets from related party
            
            
            (25,000
            )
            
            -
            
            
            (25,000
            )Proceeds
                from sale of trading securities
            
            
            370,554
            
            
            -
            
            
            370,554Increase
                in note receivable from related party
            
            
            -
            
            
            (110,000
            )
            
            (110,000
            )Loans
                to related parties
            
            
            (248,959
            )
            
            -
            
            
            (248,959
            )Repayment
                by related party on note receivable
            
            
            104,191
            
            
            -
            
            
            104,191Restricted
                cash
            
            
            170,257
            
            
            (170,257
            )
            
            -Sale
                of fixed assets to related party
            
            
            30,000
            
            
            -
            
            
            30,000Purchase
                of trading securities in related party
            
            
            (100,000
            )
            
            (93,709
            )
            
            (193,709
            )**Total
                Cash Flow Provided By Investing Activities**
            
            
            301,043
            
            
            (495,954
            )
            
            (197,359
            )**Cash
                Flows Provided By (Used In) Financing Activities**Sale
                of common stock
            
            
            79,950
            
            
            -
            
            
            1,707,450Sale
                of preferred stock
            
            
            -
            
            
            2,530,423
            
            
            2,680,423Exercise
                of warrants
            
            
            -
            
            
            -
            
            
            4,682Receipt
                of subscription receivable
            
            
            200,000
            
            
            -
            
            
            200,000Repurchase
                of common stock
            
            
            (158
            )
            
            (550,000
            )
            
            (550,158
            )Payment
                of stock sale funding fee
            
            
            -
            
            
            (265,140
            )
            
            (515,140
            )**Total
                Cash Flows Provided By Financing Activities**
            
            
            279,792
            
            
            1,715,283
            
            
            3,527,257**Change
                in Cash and Cash Equivalents**
            
            
            (22,478
            )
            
            (38,432
            )
            
            48,564Cash
                and cash equivalents at beginning of year
            
            
            71,042
            
            
            109,474
            
            
            -**Cash
                And Cash Equivalents At End of Year**
            
            $
            48,564
            
            $
            71,042
            
            
            48,564**Other
                Supplemental Information**Taxes
                paid
            
            
            2,704
            
            
            800
            
            
            3,504**Non-Cash
                Investing and Financing Activities**Subscription
                receivable
            
            $
            -
            
            $
            200,000Non-cash
                decrease in note receivable from related party
            
            
            110,000
            
            
            -




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





F-5




**BioGold
                Fuels Corporation****(A
                Development Stage Company)****Consolidated
                Statement of Shareholders' Equity**




Common
                  Stock
              
              
              Preferred
                  Stock
              
              
              Additional
              
              
              
              
              
              TotalShares
              
              
              Par
                value
              
              
              Shares
              
              
              Par
                value
              
              
              Paid-In
                  Capital
              
              
              Accumulated
                Deficit
              
              
              Stockholders'
                EquityInception-
                  September 8, 2004
              
              
              -
              
              $
              -
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Net
                  loss for period
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (816,537
              )
              
              (816,537
              )Warrants
                  issued
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              535,370
              
              
              -
              
              
              535,370Common
                  stock issued for cash at
                  $0.25/share
              
              
              2,060,000
              
              
              21
              
              
              -
              
              
              -
              
              
              514,979
              
              
              -
              
              
              515,000Issuance
                    of shares to foundersat $0.00001
                    per share
              
              
              19,187,500
              
              
              192
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              192Balance-
                  December 31, 2004
              
              
              21,247,500
              
              
              213
              
              
              -
              
              
              -
              
              
              1,050,349
              
              
              (816,537
              )
              
              234,025Net
                  loss for period
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (4,456,605
              )
              
              (4,456,605
              )Option
                  & warrant issuances
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              3,039,042
              
              
              -
              
              
              3,039,042Warrants
                  exercised
              
              
              468,200
              
              
              5
              
              
              -
              
              
              -
              
              
              4,677
              
              
              -
              
              
              4,682Common
                  stock issued for cashat
                  $0.25/share
              
              
              1,658,000
              
              
              17
              
              
              -
              
              
              -
              
              
              414,484
              
              
              -
              
              
              414,501Shares
                  cancelled
              
              
              (2,000,000
              )
              
              (20
              )
              
              -
              
              
              -
              
              
              20
              
              
              -
              
              
              -Issuance
                  of shares to acquire IWP
                  Inc.
              
              
              970,000
              
              
              10
              
              
              -
              
              
              -
              
              
              242,490
              
              
              -
              
              
              242,500Finder's
                  fee for common stock sales
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (400,000
              )
              
              -
              
              
              (400,000
              )Common
                  stock issued for cash at
                  $1.00 per share
              
              
              698,000
              
              
              7
              
              
              -
              
              
              -
              
              
              697,993
              
              
              -
              
              
              698,000Preferred
                    stock issued for cashat
                    $1.00 per share
              
              
              -
              
              
              -
              
              
              150,000
              
              
              2
              
              
              149,998
              
              
              -
              
              
              150,000Balance-
                  December 31, 2005
              
              
              23,041,700
              
              
              232
              
              
              150,000
              
              
              2
              
              
              5,199,053
              
              
              (5,273,142
              )
              
              (73,855
              )Net
                  loss for period
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (2,734,418
              )
              
              (2,734,418
              )Options
                  & warrants issued
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              714,171
              
              
              -
              
              
              714,171Common
                  stock repurchase &retirement
              
              
              (600,000
              )
              
              (6
              )
              
              -
              
              
              -
              
              
              (549,994
              )
              
              -
              
              
              (550,000
              )Shares
                  reissued upon reverse ofstock
                  cancellation
              
              
              1,500,000
              
              
              15
              
              
              -
              
              
              -
              
              
              (15
              )
              
              -
              
              
              -Finder's
                  fee for Preferred stock sales
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (115,140
              )
              
              -
              
              
              (115,140
              )Subscription
                  receivable
              
              
              -
              
              
              -
              
              
              200,000
              
              
              2
              
              
              199,998
              
              
              
              
              
              200,000Common
                  Stock issued for services
              
              
              500,000
              
              
              5
              
              
              -
              
              
              -
              
              
              499,995
              
              
              -
              
              
              500,000Preferred
                  Stock issued for services
              
              
              -
              
              
              -
              
              
              120,000
              
              
              1
              
              
              119,999
              
              
              -
              
              
              120,000Preferred
                  stock issued for cashat
                  $1.00 per share
              
              
              -
              
              
              -
              
              
              2,530,423
              
              
              25
              
              
              2,530,398
              
              
              -
              
              
              2,530,423Balance-
                  December 31, 2006
              
              
              24,441,700
              
              $
              246
              
              
              3,000,423
              
              $
              30
              
              $
              8,598,465
              
              $
              (8,007,560
              )
              $
              591,181Net
                  loss for period
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,371,346
              )
              
              (1,371,346
              )Options
                  issued
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              555,836
              
              
              -
              
              
              555,836Cancellation
                  of common stock
              
              
              (1,000,000
              )
              
              (10
              )
              
              -
              
              
              -
              
              
              10
              
              
              -
              
              
              -Effect
                  of the BioGold Merger,Exchange,
                  and Conversion
              
              
              29,442,546
              
              
              294
              
              
              (3,000,423
              )
              
              (30
              )
              
              (264
              )
              
              -
              
              
              -Effect
                  of the Cab-tive Merger,and
                  Exchange
              
              
              21,908,987
              
              
              74,265
              
              
              -
              
              
              -
              
              
              (74,265
              )
              
              -
              
              
              -Common
                  stock repurchasefrom
                  dissenters
              
              
              (30,000
              )
              
              (30
              )
              
              -
              
              
              -
              
              
              (128
              )
              
              -
              
              
              (158
              )Common
                  stock issued for cashat
                  $0.50 per share
              
              
              160,000
              
              
              160
              
              
              -
              
              
              -
              
              
              79,790
              
              
              -
              
              
              79,950Balance-
                  December 31, 2007
              
              
              74,923,233
              
              $
              74,925
              
              
              -
              
              $
              -
              
              $
              9,159,444
              
              $
              (9,378,906
              )
              $
              (144,537
              )
  F-6


**Note
      1. COMPANY OVERVIEW AND BASIS OF PRESENTATION**





BioGold
      Fuels Corporation (“BioGold” or the “Company”) is a renewable energy company
      that focuses on converting various forms of municipal solid waste (“MSW”) into
      usable forms of fuel and energy, effectively utilizing all components of MSW
      to
      reduce the amount of MSW ending up in landfills to as close to zero as possible.
      BioGold’s strategy combines both a “front-end” process and a “back-end” process.
      This combination of technologies under one roof is revolutionary in the trash
      processing industry. On the front-end, BioGold uses autoclave technology to
      sort
      and process MSW as it is brought in from trash hauling companies or landfills.
      BioGold receives a “tip fee” to receive the MSW, resulting in one revenue
      stream. The back-end utilizes several technologies to convert the MSW into
      a
      synthetic diesel fuel, ethanol, or energy that BioGold then sells to end users,
      thus creating a second revenue stream. Any remaining plastics, metals, or other
      material that cannot be converted into fuel or energy are sold as individual
      components, such as aluminum, which has been processed into a more readily
      usable form. This creates a third revenue stream.





The
      Company plans to market its bio-refinery to municipalities, local governments,
      and private industry. The BioGold bio-refinery will be built by the Company
      utilizing our technologies to process many forms of waste, from construction
      debris and municipal solid waste to medical waste and green waste. Each
      bio-refinery is tailored to fit the needs of the client for the processing
      of
      the various forms of waste and the required byproducts from the processing
      of
      the waste that make the most sense from a revenue perspective, whether that
      be
      synthetic diesel, ethanol, acetic acid, or electricity.





The
      accompanying consolidated financial statements include the accounts of BioGold
      Fuels Corporation (formerly known as Cab-tive Advertising, Inc. (“Cab-tive”)),
      and its wholly owned subsidiaries, BioGold Operations, Inc., Full Circle
      Industries, Inc. (“Full Circle”), and FCWS LLC (“FCWS”) (collectively, the
“Company”). All significant inter-company accounts and transactions have been
      eliminated upon consolidation. In the opinion of management, all adjustments,
      which consist of only normal recurring adjustments to present fairly the
      financial position at December 31, 2007 and the results of operations,
      stockholders’ deficit and cash flows for the twelve months ended December 31,
      2007 and for the twelve months ended December 31, 2006, have been
      made. The
      Company is a development stage e nterprise
      as defined in SFAS No 7.





**Note
      2.**  **BIOGOLD
      FUELS CORPORATION REVERSE MERGER.**





On
      April
      20, 2007, Full Circle Industries, Inc., a Nevada corporation (“Full Circle”)
      completed a merger (the “BioGold Merger”) with BioGold Fuels Corporation, a
      Nevada corporation (“BioGold”). The BioGold Merger was effected pursuant to the
      terms of an Agreement and Plan of Merger (“BioGold Merger Agreement”), entered
      into on April 20, 2007, by and among Full Circle, BioGold, and BioGold
      Acquisition Inc., a newly-formed Nevada corporation and wholly-owned subsidiary
      of BioGold (the “Subsidiary”). Pursuant to the terms of the BioGold Merger
      Agreement, the Subsidiary was merged with and into BioGold, with Full Circle
      as
      the surviving entity and wholly owned subsidiary of BioGold. Full Circle
      continued its business under the name of BioGold Fuels Corporation as a
      subsidiary of BioGold. All references to Full Circle or the Company also refer
      to BioGold, unless the context indicates otherwise.





The
      Company entered into the BioGold Merger to obtain the assistance of the BioGold
      shareholders in raising capital and providing business development
      guidance.





Pursuant
      to the terms of the BioGold Merger, BioGold acquired all of the outstanding
      shares of Common and Preferred Stock of Full Circle (“Full Circle Stock”) in
      exchange for shares of Common Stock, par value $0.0001 per share of BioGold
      (“BioGold Stock”). At the closing of the Merger (the “Closing”), each
      outstanding share of Full Circle Stock held by the stockholders of Full Circle
      (the “Full Circle Stockholders”) was converted into the right to receive 1 share
      of BioGold Stock, and each of the outstanding option and warrant to purchase
      shares of Full Circle Stock was assumed by BioGold and converted into an option
      or warrant to purchase 1 share of BioGold Common Stock (“Common Stock”) for each
      one share convertible into BioGold Common Stock pursuant to such option or
      warrant.




F-7





Accordingly,
      immediately following the closing, the Full Circle Stockholders owned 26,442,123
      shares of BioGold Stock and held 2,553,000 warrants or options to purchase
      BioGold Stock.





Due
      to
      the change in control of BioGold as a result of the BioGold Merger, the BioGold
      Merger was accounted for as an acquisition of BioGold by Full Circle and a
      recapitalization of Full Circle. Accordingly, the consolidated financial
      statements of the Company subsequent to the BioGold Merger consist of the
      balance sheets of both companies at historical cost, the historical operations
      of Full Circle, and the operations of both companies from the BioGold Merger
      date of April 20, 2007. At the time of the BioGold Merger, BioGold was a shell
      company and had no material assets, liabilities or operations.





**Note
      3.**  **CAB-TIVE
      ADVERTISING, INC** **.
      REVERSE MERGER.** ****





On
      October 25, 2007 BioGold Fuels Corporation, a privately-held Nevada corporation
      (“BioGold”) completed a merger (the “Cab-tive Merger”) with Cab-tive
      Advertising, Inc., a “shell” company organized under the laws of the State of
      Nevada (“Cab-tive”). The Merger was effected pursuant to the terms of an
      Agreement and Plan of Merger (“Merger Agreement”), entered into on October 24,
      2007, by and among BioGold, Cab-tive, and Cab-tive Acquisition Inc., a
      newly-formed Nevada corporation and wholly-owned subsidiary of Cab-tive (the
      “Subsidiary”). Pursuant to the terms of the Merger Agreement, the Subsidiary was
      merged with and into BioGold, with BioGold as the surviving entity. BioGold
      continued its business under the name of BioGold Fuels Corporation as a
      subsidiary of Cab-tive. All references to Cab-tive or the Company also refer
      to
      BioGold, unless the context indicates otherwise.





The
      Company entered into the Cab-tive Merger to allow for the public trading of
      its
      securities on the over the counter bulletin board, which was intended to provide
      increased liquidity for existing shareholders and increase the ability of the
      Company to raise additional capital.





Pursuant
      to the terms of the Cab-tive Merger, Cab-tive acquired all of the outstanding
      shares of Common Stock of BioGold (“BioGold Common Stock”) in exchange for
      shares of Common Stock, par value $0.001 per share of Cab-tive (“Cab-tive
      Stock”). At the closing of the Merger (the “Closing”), each outstanding share of
      BioGold Common Stock held by the stockholders of BioGold (the “BioGold
      Stockholders”) was converted into the right to receive approximately 1.527
      shares of Cab-tive Stock, and each outstanding option and warrant to purchase
      shares of BioGold Common Stock was assumed by Cab-tive and converted into an
      option or warrant to purchase approximately 1.527 shares of BioGold Common
      Stock
      (“Common Stock”) for each one share convertible into BioGold Common Stock
      pursuant to such option or warrant (with the exercise price being adjusted
      accordingly).





Accordingly,
      immediately following the closing, the BioGold Stockholders owned 54,563,233
      shares of Cab-tive Stock and held 3,900,631 warrants or options to purchase
      Cab-tive Stock. The 20,200,000 shares of Cab-tive Stock outstanding prior to
      the
      Merger remained outstanding following the Merger. As of the closing, the BioGold
      Stockholders owned approximately 73% of the total 74,763,233 outstanding shares
      of Cab-tive Stock (or 78%, assuming exercise in full of the outstanding BioGold
      options and warrants that were assumed by Cab-tive in connection with the
      Merger), and the remaining stockholders of Cab-tive owned approximately 27%
      of
      the total outstanding shares of Cab-tive Stock (or 22%, assuming exercise in
      full of the outstanding BioGold options and warrants that were assumed by
      Cab-tive in connection with the Merger).





On
      November 9, 2007, Cab-tive’s board of directors and majority shareholders voted
      to approve the change in name from Cab-tive Advertising, Inc. to BioGold Fuels
      Corporation. On December 19, 2007, Cab-tive Advertising, Inc. changed its name
      to BioGold Fuels Corporation and the prior subsidiary Nevada corporation named
      BioGold Fuels Corporation changed its name to BioGold Operations, Inc. which
      remains as a wholly owned subsidiary of BioGold Fuels Corporation.




F-8





Due
      to
      the change in control of Cab-tive as a result of the Merger, the Merger was
      accounted for as an acquisition of Cab-tive by BioGold and a recapitalization
      of
      BioGold. At the time of the Cab-tive Merger, Cab-tive was a shell company and
      had no material assets, liabilities, or operations; therefore, the Company’s
      consolidated financial statements subsequent to the Cab-tive Merger consist
      of
      the balance sheet, statement of operation, cash flow statements, and statements
      of stockholder’s equity of BioGold with adjustment for the additional common
      stock issued pursuant to the Cab-tive Merger and the historical operations
      of
      BioGold prior to the Cab-tive Merger date of October 25, 2007.





The
      foregoing transactions are more fully described in that certain Form 8-K filed
      by the Company with the Securities and Exchange Commission on October 29,
      2007.





**Note
      4. GOING CONCERN**





The
      accompanying consolidated financial statements have been prepared on a going
      concern basis, which contemplates the realization of assets and the satisfaction
      of liabilities in the normal course of business. The Company has no revenues
      and
      has sustained losses since inception. The Company expects to incur substantial
      additional costs and capital expenditures through the initial year of continuing
      research and development of additional waste processing technologies. The
      ability to continue research and development of additional waste processing
      technologies may require obtaining additional funding. If this funding is not
      obtained, the Company may be unable to continue.




The
      Company intends to raise additional debt and/or equity financing to sustain
      its
      operations and to complete its capital expenditures, although there can be
      no
      assurance that it will be able to raise such funds on terms acceptable to the
      Company, or at all. The financial statements do not include any adjustments
      relating to the recoverability and classification of recorded asset amounts
      or
      the amounts and classification of liabilities that might be necessary should
      the
      Company be unable to continue as a going concern. The Company's continuation
      as
      a going concern is dependent upon its ability to generate sufficient cash flow
      to meet its obligations on a timely basis, to obtain additional financing,
      and
      ultimately to attain successful operations.




At
      December 31, 2007, the Company’s current operations utilize approximately
      $30,000 per month. Unless significant revenue is generated, the Company will
      need to raise at least $700,000 in order to satisfy its cash needs for the
      next
      fiscal year.




**Note
      5. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**




This
      summary of significant accounting policies of the Company is presented to assist
      in understanding the Company’s consolidated financial statements. The
      consolidated financial statements and consolidated 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 these consolidated financial
      statements.




Estimates





The
      process of preparing financial statements in conformity with accounting
      principles generally accepted in the United States of America requires the
      use
      of estimates and assumptions regarding certain types of assets, liabilities,
      revenues and expenses. Such estimates primarily relate to unsettled transactions
      and events as of the date of the financial statements. Accordingly, upon
      settlement, actual results may differ from estimated amounts.




F-9





Advertising





Advertising
      expenses consist primarily of costs incurred in the design, development, and
      printing of Company literature and marketing materials. The Company expenses
      all
      advertising expenditures as incurred. The Company's advertising expenses were
      $0
      and $12,940 for the years ended December 31, 2007 and December 31, 2006,
      respectively.





Basis
      of Presentation




The
      accompanying consolidated financial statements are prepared in accordance with
      the generally accepted accounting principles in the United States of America.
      The Company is a new enterprise in the development stage as defined by Statement
      No. 7 “Accounting and Reporting by Development Stage Enterprises," of the
      Financial Accounting Standards Board, since it has derived no revenues from
      its
      activities to date.





Cash
      & Cash Equivalents




The
      Company treats any highly liquid investments with a maturity of three months
      or
      less as cash equivalents in the statement of cash flows. The Company had no
      cash
      equivalents at December 31, 2007 and December 31, 2006.




Concentration
      of Credit Risk




The
      Company maintains its cash balances in a financial institution. Cash balances
      at
      the institution are insured by the Federal Deposit Insurance Corporation up
      to
      $100,000. From time to time, the Company’s cash balances may exceed the insured
      amount.




Derivative
      Instruments




The
      Financial Accounting Standards Board issued Statement of Financial Accounting
      Standards No. 133, “Accounting for Derivative Instruments and Hedging
      Activities” (hereinafter “SFAS No. 133”), as amended by SFAS No. 137,
“Accounting for Derivative Instruments and Hedging Activities - Deferral of
      the
      Effective Date of FASB No. 133”, and SFAS No. 138, “Accounting for Certain
      Derivative Instruments and Certain Hedging Activities”, and SFAS No. 149,
“Amendment of Statement 133 on Derivative Instruments and Hedging Activities”.
      These statements establish accounting and reporting standards for derivative
      instruments, including certain derivative instruments embedded in other
      contracts, and for hedging activities. They require that an entity recognize
      all
      derivatives as either assets or liabilities in the balance sheet and measure
      those instruments at fair value.





If
      certain conditions are met, a derivative may be specifically designated as
      a
      hedge, the objective of which is to match the timing of gain or loss recognition
      on the hedging derivative with the recognition of the
      changes in the fair value of the hedged asset or liability that are attributable
      to the hedged risk o r
      the
      earnings effect of the hedged forecasted transaction. For a derivative not
      designated as a hedging instrument, the gain or loss is recognized in income
      in
      the period of change.





Historically,
      the Company has not entered into derivatives contracts to hedge existing risks
      or for speculative purposes.




F-10





Through
      the fiscal year ended December 31, 2007, the Company has not engaged in any
      transactions that would be considered derivative instruments or hedging
      activities.





Earnings
      Per Share




The
      Company has adopted Statement of Financial Accounting Standards No. 128,
      "Earnings per Share”, which provides for the calculation of basic and diluted
      earnings per share.




In
      accordance with Financial Accounting standards No. 141(R) “Business
      Combinations” the Company calculated the weighted average number of common
      shares outstanding during the period in which the reverse acquisition occurred
      by using the weighted-average number of common shares of the legal acquiree
      (accounting acquirer) outstanding during the period multiplied by the exchange
      ratio established in the merger agreement as the number of common shares
      outstanding from the beginning of the period to the acquisition date and the
      actual number of common shares of the legal acquirer (the accounting acquiree)
      outstanding during the period as the number of common shares outstanding from
      the acquisition date to the end of the period.




The
      basic
      earnings per share for each comparative period before the acquisition date
      presented in the consolidated financial statements following the reverse
      acquisition were calculated by dividing the income of the legal acquiree
      attributable to common shareholders in each of those periods by the legal
      acquiree’s historical weighted-average number of common shares outstanding
      multiplied by the exchange ratio established in the acquisition
      agreement.




Basic
      earnings per share includes no dilution and is computed by dividing income
      available to common shareholders by the weighted average number of common shares
      outstanding for the period. Diluted earnings per share reflects the potential
      dilution of securities that could share in the earnings of an entity, such
      as
      stock options, warrants or convertible securities. Common stock equivalents
      at
      December 31, 2007 and December 31, 2006 are comprised of employee options of
      1,222,289 and
      800,000, respectively; non employee options/warrants of 2,678,341 and 1,753,000,
      respectively; and convertible Series A preferred shares of 0 and 3,000,423,
      respectively. Inclusion of these stock equivalents in
      the
      calculation of earnings per share would
      be anti-dilutive.




Fair
      Value of Financial Instruments




The
      Company's financial instruments as defined by Statement of Financial Accounting
      standards No. 107, "Disclosures about Fair Value of Financial Instruments,"
      include cash, trade accounts receivable, accounts payable, and accrued expenses.
      All instruments are accounted for on an historical cost basis, which, due to
      the
      short maturity of these financial instruments, approximates fair
      value.





Fixed
      Assets




Property,
      plant, and equipment are stated at cost. Depreciation is computed on the
      straight-line method over the estimated useful life of the asset commencing
      when
      assets are placed in service. The useful lives of property, plant, and equipment
      for purposes of computing depreciation range
      from three to
      seven years.  The
      Company had no fixed assets at December 31, 2007.





In
      the
      year ended December 31, 2007, the Company disposed of its prototypes pursuant
      to
      the transaction disclosed in Note 10.





F-11





Income
      Taxes





The
      Company accounts for income taxes in accordance with Statement of Financial
      Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes." and
      records a valuation allowance against net deferred tax assets if, based upon
      the
      available evidence, it is more likely than not that some or all of the deferred
      tax assets will not be realized. The ultimate realization of deferred tax assets
      is dependent upon the generation of future taxable income and when temporary
      differences become deductible. The Company considers, among other available
      information, uncertainties surrounding the recoverability of deferred tax
      assets, scheduled reversals of deferred tax liabilities, projected future
      taxable income, and other matters in making this assessment.





In
      June
      2006, the Financial Accounting Standards Board issued FASB Interpretation No.
      48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB
      Statement No. 109” (hereinafter “FIN 48”), which prescribes a recognition
      threshold and measurement attribute for the financial statement recognition
      and
      measurement of a tax position taken or expected to be taken in a tax return.
      FIN
      48 also provides guidance on de-recognition, classification, interest and
      penalties, accounting in interim periods, disclosure and transition. FIN 48
      is
      effective for fiscal years beginning after December 15, 2006. The adoption
      of
      FIN 48 has no material impact on the Company’s financial reporting.





Recent
      Accounting Pronouncements




In
      March
      2006, the Financial Accounting Standards Board issued FASB Statement No. 156,
      “Accounting for Servicing of Financial Assets - An Amendment of FASB Statement
      No. 140.” This standard amends the guidance in FASB Statement No. 140,
“Accounting for Transfers and Servicing of Financial Assets and Extinguishments
      of Liabilities.” Among other requirements, Statement 156 requires an entity to
      recognize a servicing asset or servicing liability each time it undertakes
      an
      obligation to service a financial asset by entering into a servicing contract.
      Statement 156 is effective as of the beginning of an entity's first fiscal
      year
      that begins after September 15, 2006. The statement did not have a material
      effect on the financial statements.





In
      September, 2006, the Financial Accounting Standards Board issued Statement
      of
      Financial Accounting Standards No. 158, “Employers’ Accounting for Defined
      Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements
      No. 87, 88, 106, and 132(R)” (hereinafter :SFAS No. 158”). This statement
      requires an employer to recognize the overfunded or underfunded statues of
      a
      defined benefit postretirement plan (other than a multiemployer plan) as an
      asset or liability in its statement of financial position and to recognize
      changes in that funded status in the year in which the changes occur through
      comprehensive income of a business entity or changes in unrestricted net assets
      of a not for profit organization. This statement also requires an employer
      to
      measure the funded status of a plan as of the date of its year end statement
      of
      financial position, with limited exceptions. The adoption of this statement
      had
      no immediate material effect on the Company’s financial condition or results of
      operations on December 31, 2007 or December 31, 2006.





In
      September, 2006, the Financial Accounting Standards Board issued Statement
      of
      Financial Accounting Standards No. 157, “Fair Value Measurements” (hereinafter
“SFAS No. 157”). This statement defines fair value, establishes a framework for
      measuring fair value in generally accepted accounting principles (GAAP), and
      expands disclosure about fair value measurements. This statement applies under
      other accounting pronouncements that require or permit fair value measurements.
      This statement does not require any new fair value measurements, but for some
      entities, the application of this statement may change current practice. The
      adoption of this statement had no immediate material effect on the Company’s
      financial condition or results of operations.





In
      September 2006, the Securities and Exchange Commission issued Staff Accounting
      Bulletin (SAB) No. 108 to address diversity in practice in quantifying financial
      statement misstatements. SAB 108 requires that registrants quantify the impact
      on the current year’s financial statements of correcting all misstatements,
      including the carryover and reversing effects of prior years’ misstatements, as
      well as the effects of errors arising in the current year. SAB 108 is effective
      as of the first fiscal year ending after November 15, 2006, allowing a one-time
      transitional cumulative effect adjustment to retained earnings as of January
      1,
      2006, for errors that were not previously deemed material, but are material
      under the guidance in SAB No. 108. There was no impact on our consolidated
      financial statements with respect to the adoption of SAB No. 108.




F-12





In
      February, 2007, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 159, “The Fair Value Option for Financial
      Assets and Financial Liabilities - Including an amendment of FASB Statement
      No.
      115” (hereinafter SFAS No. 159”). This statement permits entities to choose to
      measure many financial instruments and certain other items at fair value. The
      objective is to improve financial reporting by providing entities with the
      opportunity to mitigate volatility in reported earnings caused by measuring
      related assets and liabilities differently without having to apply complex
      hedge
      accounting provisions. This Statement is expected to expand the use of fair
      value measurement, which is consistent with the Board’s long-term measurement
      objectives for accounting for financial instruments. This statement is effective
      as of the beginning of an entity’s first fiscal year that begins after November
      15, 2007, although earlier adoption is permitted. Management has not determined
      the effect that adopting this statement would have on the Company’s financial
      condition or results of operation.





In
      December 2007, FASB issued SFAS No. 160 "Noncontrolling Interests in
      Consolidated Financial Statements" ("SFAS No. 160"), an amendment of Accounting
      Research Bulletin No. 51 ("ARB No. 51"). SFAS No. 160 establishes accounting
      and
      reporting standards for the noncontrolling interest in a subsidiary and for
      the
      deconsolidation of a subsidiary. It clarifies that a noncontrolling interest
      in
      a subsidiary is an ownership interest in the consolidated entity that should
      be
      reported as equity in the consolidated financial statements. SFAS No. 160 also
      changes the way the consolidated income statement is presented and establishes
      a
      single method of accounting for changes in a parent's ownership interest in
      a
      subsidiary that do not result in deconsolidation. SFAS No. 160 requires expanded
      disclosures in the consolidated financial statements that clearly identify
      and
      distinguish between the interest of the parent's owners and the interests of
      the
      noncontrolling interests of the subsidiary. SFAS No. 160 becomes effective
      for
      annual reports filed on or after December 15, 2008. The Company does not believe
      that adoption of SFAS No. 160 will have any immediate material effect on the
      Company's financial condition or results of operations.




In
      December 2007, FASB issued SFAS No. 141 (revised 2007) "Business Combinations"
      ("SFAS No. 141(R)"), which replaces SFAS No. 141, "Business Combinations" ("SFAS
      No. 141"). In a business combination, SFAS No. 141(R) requires the acquirer
      to
      recognize the assets acquired, the liabilities assumed and any noncontrolling
      interest in the acquiree at the acquisition date, measured at their fair values
      as of that date, with limited exceptions. Acquisition costs are required to
      be
      reported separately from the assets acquired, liabilities assumed and any
      noncontrolling interest in the acquiree. SFAS No. 141(R) retains the fundamental
      requirements of SFAS 141 that the purchase method be used for all business
      combinations and for an acquirer to be identified for each business combination.
      SFAS No. 141(R) also amends SFAS No. 142, "Goodwill and Other Intangible Assets"
      ("SFAS No. 142"), to, among other things, provide guidance on the impairment
      testing of acquired research and development intangible assets and assets that
      the acquirer intends not to use. SFAS No. 141(R) becomes effective for annual
      reports filed on or after December 15, 2008. The Company does not believe that
      adoption of SFAS No. 141(R) will have any immediate material effect on the
      Company's financial condition or results of operations.




In
      February 2008, the FASB issued FSP 157-2 “Partial Deferral of the Effective Date
      of Statement 157” (FSP 157-2). FSP 157-2 delays the effective date of SFAS No.
      157, for all nonfinancial assets and nonfinancial liabilities, except those
      that
      are recognized or disclosed at fair value in the financial statements on a
      recurring basis (at least annually) to fiscal years beginning after November
      15,
      2008. The Company is currently assessing the impact of SFAS No. 157-2 on the
      Company’s consolidated statement of financial condition and results of
      operations




F-13






On
      March 19, 2008, the FASB issued SFAS No. 161, “Disclosures about
      Derivative Instruments and Hedging Activities, an amendment of FASB Statement
      No. 133 (“SFAS No. 161”). SFAS No. 161 requires enhanced
      disclosures about an entity’s derivative and hedging activities. These enhanced
      disclosures will discuss (a) how and why an entity uses derivative
      instruments, (b) how derivative instruments and related hedged items are
      accounted for under Statement 133 and its related interpretations, and
      (c) how derivative instruments and related hedged items affect an entity’s
      financial position, financial performance, and cash flows. SFAS No. 161 is
      effective for financial statements issued for fiscal years and interim periods
      beginning after November 15, 2008. We have not determined the impact, if
      any SFAS No. 161 will have on our consolidated financial
      statements.




Research
      and Development




Research
      and development costs are charged to operations when incurred with the exception
      of patent related filing costs, which are capitalized when the Company can
      reasonably estimate future cash flows. For
      the
      years ended December 31, 2007 and 2006, the Company had not capitalized any
      research and development costs. During the year ended December 31, 2007, the
      Company did not expense any research and development. During
      the year ended December 31, 2006, the Company had $14,615 in research expenses. The
      Company’s research and development expenses from inception through December 31,
      2007 are $703,738.





Stock-Based
      Compensation




During
      the fourth quarter of 2004, the Company adopted SFAS No. 123, "Accounting for
      Stock Based Compensation." Accordingly, the Company has expensed the
      compensation cost for the options and warrants issued based on the fair value
      at
      the warrant grant dates calculated utilizing the Black-Scholes option valuation
      model. During the year ended December 31, 2005, the Company adopted SFAS No.
      123(R).





During
      the year ended December 31, 2006 and through the April 20, 2007 date of the
      BioGold Merger, the Company had one share-based compensation plan, which is
      described below. The compensation cost that has been charged against income
      for
      the plan is $555,836 and $714,171 for the years ended December 31, 2007 and
      December 31, 2006, respectively. Because of continued
      losses ,
      no
      income tax benefit has been recognized in the income statement for share-based
      compensation arrangements. As of December 31, 2007, no share-based compensation
      cost had been capitalized as part of inventory or fixed assets.





Full
      Circle’s 2004 Incentive Stock Option Plan (the Plan), approved by the
      shareholders , permitted the grant of share options and shares to its employees for up to
      10
      million shares of common stock. Option awards were generally granted with an
      exercise price equal to or within 85% to 100% of the market price of the
      Company's stock at the date of grant. Option awards generally vest based on
      2 to
      4 years of continuous service and have 10-year contractual terms. Certain option
      awards provide for accelerated vesting if there is a change in control (as
      defined in the Plan). As a result of the BioGold Merger, the Plan was
      terminated. However, in the year ended December 31, 2007, the Company reserved
      1,222,289 shares of common stock for potential issuance based upon the exercise
      of the grants under the Plan that are vested and remain
      exercisable.





The
      fair
      value of each option award was estimated on the date of grant using the
      Black-Scholes option valuation model that uses the assumptions discussed herein.
      Expected volatilities were based on several factors including: the historical
      volatility of the Company's stock, comparisons to similar development stage
      companies in the waste management industry, and review of SEC comments for
      similar companies. While the Company will use historical data to estimate option
      exercise and employee termination within the valuation model, because of its
      limited history, the Company has assumed all options will be exercised and
      there
      will be no employee terminations. As terminations occur, the Company stops
      recognizing the expense associated with those respective options. The expected
      term of options granted is estimated to be the vesting period of the respective
      options which the Company believes provides a reasonable estimation of the
      period of time that options granted are expected to be outstanding. The
      risk-free rate for periods within the contractual life of the option is based
      on
      the historical LIBOR rate at the time of grant.




F-14





To
      estimate compensation expense, the Company used the Black-Scholes pricing Model
      and assumptions deemed reasonable by management. All options were valued as
      of
      the date of the grant period. The following assumptions were used to compute
      the
      fair value of option grants for the years ended December 31,


2006
              
              2005Expected
                  volatility
              
              
              70
              %
              
              70
              %Expected
                  dividend yield
              
              
              0
              %
              
              0
              %Risk-free
                  interest rate
              
              
              4.840
              %
              
              5.3-5.67
              %Expected
                  life
              
              
              10
                  years
              
              
              10
                  years


No
      grants
      were made in the year ended December 31, 2007; however, an additional 500,000
      shares of a 750,000 option share grant from the year ended December 31, 2006
      vested.





The
      following is a summary of the activity in the 2004 Plan since
      inception.





Shares
                Under OptionNumberOfShares
            
            Weighted
                AverageExercise
                Price per Share
            
            Weighted
                AverageFair
                Value of OptionsGranted2004
                PlanOptions
                outstanding at December 31, 2004
            
            
            -
            
            $
            -
            
            $
            -Granted
            
            
            2,500,000
            
            $
            0.20
            
            
            0.86Exercised
            
            
            -
            
            
            -Terminated
            
            
            2,500,000
            
            
            0.00Options
                outstanding at December 31, 2005
            
            
            -
            
            $
            -Granted
            
            
            3,300,000
            
            
            1.34
            
            
            1.34Exercised
            
            
            -
            
            
            -Terminated
            
            
            (2,500,000
            )
            
            0.87
            
            
            0.87Options
                outstanding at December 31, 2006
            
            
            800,000
            
            $
            0.35Granted
            
            
            -
            
            $
            -
            
            $
            -Exercised
            
            
            -
            
            $
            -
            
            $
            -Terminated
            
            
            -
            
            $
            -
            
            $
            -Adjustment
                for Cab-tive Merger
            
            
            422,289
            
            $
            0.23
            
            $
            0.23Options
                outstanding at December 31, 2007
            
            
            1,222,289
            
            $
            0.23
            
            $
            0.23





The
      weighted average contractual life remaining of options outstanding at December
      31, 2007 is approximately 9 years.


F-15





**Note
      6. SIGNIFICANT CONTRACTS**





On
      May
      15, 2006, the Company entered into a licensing agreement to acquire license
      rights to a patent for alternate ways of processing municipal solid waste (“MSW
      Patent License”). The Company obtains the exclusive right to use the patented
      technology within any county in the United States upon the election of the
      Company pursuant to the agreement to license that particular county. The Company
      paid the initial $37,500 fees to secure the license rights in 2006 for Orange
      County, California which the Company expensed. The Company has not built a
      processing vessel within the required 18 months for Orange County, California
      and therefore may again elect to license that particular county upon additional
      payment of $37,500. The Company still has the right of first refusal for any
      future bona fide purchasers who wish to license that county.





On
      February 20, 2007, the Company entered into a license agreement with Gemini
      Environment Corporation (“Gemini”), a related party, pursuant to which Gemini
      licensed BioGold its MSW Autoclave Technology (the “Gemini License”). The Gemini
      License provides the Company with a non-exclusive license throughout the world
      to use the MSW Technology to produce fuels, except in the states of Louisiana
      and Kentucky. The terms of the Gemini License, among other things: (i) runs
      for
      a term of 25 years; (ii) obligates the Company to pay to Gemini 3.0% of its
      revenues; and (iii) obligates the Company to allow having the right, but not
      the
      obligation, to manufacture all vessels. In addition, the Gemini License requires
      the Company to meet certain commercial milestones to maintain the license.
      Under
      the terms of the license, the Company must (1) spend at least One Million
      Dollars ($1,000,000) toward the commencement of development of a project within
      eighteen (18) months of February 20, 2007; (2) spend an additional Two Million
      Dollars ($2,000,000.00) prior to the third (3 rd )
      anniversary of the Effective Date, and (3) take, on or before the 3 rd anniversary of February 20, 2007, other significant actions to effectuate the
      commencement of Commercial Operation of the Project, such as obtaining
      significant written contracts for the sale of fuels, obtaining Project site
      control, and obtaining contracts for the supply of Biomass.





**Note
      7. SHAREHOLDERS' EQUITY**





Common
      and Preferred Stock





Upon
      formation on September 8, 2004, the Company sold and issued 19,187,500 shares
      of
      its common stock to the founders of the Company at a price of $0.00001 per
      share. 17,000,000 of these shares were issued to related parties.





The
      Company entered into a private placement of unregistered securities whereby
      it
      sold and issued 2,060,000 shares of common stock in the year ended December
      31,
      2004. The common stock was sold at $0.25 per share. The gross aggregate proceeds
      from the issuance of this stock were $515,000.





In
      the
      year ended December 31, 2005, Full Circle merged with International Waste
      Processors (“IWP”) and the Company exchanged 970,000 shares of common stock for
      all outstanding shares of common stock in IWP. IWP is a related party to the
      Company with common shareholders with Full Circle. The shares were valued at
      $0.25 per share which was the fair value of the Company’s most recent private
      placement.





During
      the year ended December 31, 2005, the Company entered into subscription
      agreements through a private placement of unregistered securities to sell and
      issue 1,658,000 shares of common stock at $0.25 per share for gross aggregate
      proceeds from the issuance of this stock of $414,500.




F-16





During
      the year ended December 31, 2005, the Company entered into subscription
      agreements through a private placement of unregistered securities to sell and
      issue 698,000 shares of common stock at $1.00 per share for gross aggregate
      proceeds from the issuance of this stock of $698,000. The Company sold these
      shares at an increased valuation based upon the merger with IWP and its
      acquisition of additional waste processing technologies.





During
      the year ended December 31, 2005, two warrants representing 468,200 shares
      of
      common stock were exercised at their exercise price of $0.01 per share and
      the
      Company issued 468,200 shares of common stock for proceeds of
      $4,682.





During
      the year ended December 31, 2005, Steve Racoosin, the Company’s current Chief
      Executive Officer forfeited 2,000,000 shares of common stock back to the Company
      to assist with a private placement and to minimize dilution to shareholders
      in
      connection with a prior offering.




During
      the year ended December 31, 2005, the Company entered into subscription
      agreements through a private placement of unregistered securities to sell and
      issue 150,000 shares of Series A Convertible Redeemable Participating Preferred
      Stock as detailed in Note 6 of these footnotes at $1.00 per share.





During
      the year ended December 31, 2006, the Company entered into subscription
      agreements through a private placement of unregistered securities to sell and
      issue 2,730,423 shares of Series A Convertible Redeemable Participating
      Preferred Stock as detailed in Note 6 of these footnotes. The proceeds of
      $2,530,423 from this issuance was received in the year ended December 31, 2006.
      The remaining $200,000 was recorded as a subscription receivable and received
      in
      2007.





During
      the year ended December 31, 2006, the Company repurchased and retired 100,000
      shares of common stock at $0.50 and 500,000 shares of common stock at $1.00
      per
      share.





During
      the year ended December 31, 2006, the Company issued 500,000 shares of common
      stock to two consultants as compensation for services and recognized $500,000
      in
      compensation expenses. In addition, the Company issued 120,000 shares of
      preferred stock to a consultant for services and recognized $120,000 in
      compensation expense.





During
      the year ended December 31, 2006, the Company reissued 1,500,000 shares back
      to
      Mr. Racoosin.





On
      February 12, 2007, Hudson & Co., LLC forfeited 1,000,000 shares of common
      stock back to the Company.





During
      the year ended December 31, 2007, the Company entered into a subscription
      agreement through a private placement of unregistered securities to sell and
      issue 160,000 shares of Common Stock at $0.50 per share for net proceeds of
      $79,950.





During
      the year ended December 31, 2007, in connection with the Cab-tive Merger, the
      Company repurchased 30,000 shares of common stock from three shareholders who
      dissented to the Cab-tive Merger under Nevada law. The Company repurchased
      these
      shares for $158.





During
      the year ended December 31, 2007, the Company issued a total of 29,442,546
      shares of common stock, of which 3,000,423 were shares of preferred stock that
      were converted to common stock pursuant to the BioGold Merger discussed in
      Note
      2 and issued 21,908,987 shares of common stock pursuant to the Cab-tive Merger
      discussed in Note 3.




F-17




Common
      stock options and warrants





During
      the year ended December 31, 2004, the Company issued warrants to purchase
      1,415,000 shares of its common stock to consultants in consideration for
      management, research, development, financial and legal services. Related party
      consultants received 700,000 common stock warrants for services. These warrants
      were issued at an exercise price of $0.01 per share. During that same year,
      the
      Company issued warrants to purchase 100,000 shares of its common stock to
      directors in the Company in consideration for their service on the board of
      directors. These warrants were issued at an exercise price of $0.25 per share.
      The fair value of all warrants was $535,370. The value of the warrants was
      estimated using the Black-Scholes option pricing model with the following
      assumptions: average risk-free interest rate based upon the LIBOR rate at the
      time of the grant, dividend yield of 0%, average volatility factor of the
      expected market price of the Company’s common stock of 70%, and a term of 10
      years.





During
      the year ended December 31, 2005, the Company issued warrants to purchase
      1,183,000 shares of its common stock to consultants in consideration for
      management, research, development, and financial services. The exercise price
      per share for 525,000 shares represented by the warrants was $0.25, and $1.00
      for 658,000 shares represented by the warrants. The fair value of these warrants
      was $522,382. The value of the warrants was estimated using the Black-Scholes
      option pricing model with the following assumptions: average risk-free interest
      rate based upon the LIBOR rate at the time of the grant which range from 3.27%
      to 3.84%, dividend yield of 0%, average volatility factor of the expected market
      price of the Company’s common stock of 70%, and a term of 10 years.





During
      the year ended December 31, 2005, the Company issued warrants to purchase
      1,000,000 shares of its common stock at an exercise price of $0.25 per share
      to
      its chief executive officer in consideration for his prior services. During
      this
      same year, the Company also issued warrants to purchase 108,200 shares of its
      common stock to consultants in consideration for research, development, and
      financial services. The exercise price for these warrants was $0.01 per share.
      The value of the warrants was estimated using the Black-Scholes option pricing
      model with the following assumptions: average risk-free interest rate based
      upon
      the LIBOR rate at the time of the grant which was 3.86%, dividend yield of
      0%,
      average volatility factor of the expected market price of the Company’s common
      stock of 70%, and a term of 10 years. The estimated value of these warrants
      was
      recorded at $948,808.





During
      the year ended December 31, 2005, the Company issued warrants to purchase 30,000
      shares of its common stock to consultants in consideration for research,
      development, and financial services. The exercise price for these warrants
      was
      $0.85 per share. The value of the warrants was estimated using the Black-Scholes
      option pricing model with the following assumptions: average risk-free interest
      rate based upon the LIBOR rate at the time of the grant which was 4.74%,
      dividend yield of 0%, average volatility factor of the expected market price
      of
      the Company’s common stock of 70%, and a term of 10 years. The estimated value
      of these warrants was $6,491.





During
      the year ended December 31, 2006, the Company issued an employee stock option
      to
      purchase 950,000 shares of the Company’s common stock at an exercise price of
      $0.35 per share to 2 executives. The value of the options was estimated using
      the Black-Scholes option pricing model with the following assumptions: average
      risk-free interest rate based upon the LIBOR rate at the time of the grant
      which
      range from 5.15% to 5.59%, dividend yield of 0%, average volatility factor
      of
      the expected market price of the Company’s common stock of 70%, and a term of 10
      years. The estimated value of these options was $268,705.





During
      the year ended December 31, 2007, the Company vested the remaining 500,000
      shares of a prior 750,000 share grant to an executive of the Company. The value
      of the additional option was estimated using the Black-Scholes option pricing
      model with the following assumptions: average risk-free interest rate based
      upon
      the LIBOR rate at the time of the grant which was 5.591%, dividend yield of
      0%,
      average volatility factor of the expected market price of the Company’s common
      stock of 70%, and a term of 10 years. The estimated value of the additional
      vested option was $555,836.




F-18





As
      of
      December 31, 2007, 1,700,000 warrants have been issued to related
      parties.





**Note
      8. 2008** **EQUITY
      INCENTIVE PLAN**





In
      October, 2007, the board of directors and majority shareholders of BioGold
      voted
      to adopt a stock incentive plan for consultants and employees of the Company.
      The plan was named the “2008 Equity Incentive Plan” (the “Plan”). The Company
      reserved up to 10,000,000 shares of BioGold Common Stock for issuance under
      the
      Plan. These shares may be issued from time to time by action of the Company’s
      board of directors in exchange for services provided to the
      Company.





At
      December 31, 2007, no grants or awards have been made under the Plan and the
      Company continues to reserve 10,000,000 shares for issuance under the
      Plan.




**Note
      9. COMMITMENT AND CONTINGENCIES**




On
      September 25, 2006, the Company entered into a commercial office lease at 2029
      Century Park East in Los Angeles, CA. The lease was for a 5 year term and had
      minimum lease obligations of $9,769 per month with yearly increases of 3.5%.
      The
      Company was required to obtain a secured letter of credit for the lease in
      the
      amount of $165,500.




On
      August
      21, 2007, the office lease was voluntarily terminated by both parties. The
      Company was required to pay a negotiated $43,418 to the landlord as an early
      termination fee and one month of lease obligations. As a result of the lease
      termination, the $165,500 securing the letter of credit, plus capitalized
      interest of $9,346, was released to the Company.





**Note
      10.** **RELATED
      PARTY TRANSACTIONS**





Chris
      Walton is a major shareholder, director, officer, or former director or officer
      of the following companies: Full Circle Industries, Inc., Gemini Environmental,
      and Hudson & Co., LLC. Phil Pesin is a major shareholder, director, officer,
      or former director or officer of the following companies: Auriga Laboratories,
      Inc., Aquoral Finance Corp, LLC, Full Circle Industries, Inc. and Sorrento
      Financial Group. BioGold Fuels Corporation is a renewable energy company
      incorporated in the state of Nevada and is publicly traded. Aquoral
      Finance Corp, LLC is a private finance firm in which Phil Pesin is a manager
      or
      member. Auriga Laboratories is a pharmaceutical company incorporated in the
      state of Delaware and is publicly traded. Gemini Environmental is an
      environmental solutions company that is privately owned, Sorrento Financial
      Group a consulting service provider which is beneficially owned by Phil
      Pesin, and Hudson & Co. is a consulting service provider owned by Chris
      Walton.




Transactions :





1.
            On
                December 20, 2006 the Company entered into a 24 month secured convertible
                promissory note with Gemini Environment for $110,000. On August 31,
                2007,
                pursuant to the terms of the note, the Company converted the balance
                due
                on the note into 335,500 shares of preferred stock in Gemini. On
                December
                10, 2007, the Company entered into an agreement with Gemini to return
                the
                335,500 shares of Gemini stock to Gemini for cancellation in exchange
                for
                Gemini waiving four years of annual maintenance payments under the
                Gemini
                License.




F-19




2.
            On
                December 24, 2006 the Company invested $93,750 in Aquoral Finance
                Corp for
                a 3⁄4 membership interest and a warrant to purchase 93,750 shares of common
                stock of Auriga Laboratories. On February 12, 2007, Phil Pesin and
                another
                shareholder of the Company exchanged 325,000 shares of Auriga common
                stock
                in consideration for the Company’s transferring a municipal solid
                waste technology patent application and prototype to Gemini, which
                Gemini
                then licensed back to the Company. In addition, the Company transferred
                its 3⁄4 membership interest in Aquoral and the warrant to purchase 93,750
                shares of common stock of Auriga to Gemini.





3.
            On
                June 20, 2007, BioGold purchased 80,000 share of Auriga common stock
                for
                $100,000.





4.
            During
                the year ended December 31, 2007, the Company entered into a promissory
                note receivable for $125,000 with Auriga and entered into a promissory
                note receivable for $123,959 with Gemini. During the year ended December
                31, 2007, Gemini repaid the note and the Company received 150,000
                shares
                of Auriga common stock as payment for the other note
                balances.




The
      Company treated the Auriga stock as trading securities in accordance with SFAS
      115, “Accounting for Certain Investments in Debt and Equity Securities.” In the
      year ending December 31, 2007, the Company recorded an $106,803 realized loss
      and $5,069 realized gain from the sale of Auriga stock. The Company received
      approximately $370,000 from the sale of Auriga stock and recorded an $68,600
      unrealized loss on investment for the decline in fair market value of the
      remaining 134,076 shares of Auriga stock held by the Company at December 31,
      2007.





The
      technology transfers have no readily ascertainable value and were not valued
      as
      part of these transactions. The patent application transferred to Gemini had
      no
      book value and a fair market value for the license agreement with Gemini could
      not be determined.




The
      above
      described transactions were measured at the fair market value of the Auriga
      stock.





Other
      transactions





On
      September 1, 2006, The Company entered into a consulting agreement with Hudson
      & Co. for financial services to be provided at $15,000 per month. On
      February 12, 2007 Hudson & Co. terminated its agreement and the Company has
      no further liability for this agreement.





On
      March
      15, 2005, the Company entered into an advisory agreement with Sorrento Financial
      Group for $15,000 per month. In addition, the Company was obligated to pay
      $500,000 for achievement of certain financial milestones. In lieu of the
      $500,000 payment, the Company repurchased $500,000 of BioGold’s common stock
      held by Phil Pesin. The fair value of the stock was determined by the Company’s
      most recent private placement of $1 per share. On February 12, 2007, all service
      agreements with Sorrento were cancelled and the Company has no further
      liability.





**Note
      11. INCOME TAXES**





The
      Company has incurred significant operating losses since its inception and,
      therefore, has not generally incurred income tax expense. The following are
      the
      components of the income tax provision for the fiscal years ended December
      31,
      2007 and 2006:




2007
            
            2006Income
                tax provisionCurrent
            
            $
            2,704
            
            $
            800Deferred
            
            
            -
            
            
            -Total
            
            $
            2,704
            
            $
            800




F-20




The
      Company has determined that its deferred tax assets do not satisfy the more
      likely than not criteria set forth in Statement of Financial Accounting
      Standards No. 109, “Accounting for Income Taxes” (SFAS No. 109). Accordingly, a
      valuation allowance has been recorded against the applicable deferred tax assets
      and therefore no tax benefit has been recorded in the accompanying statement
      of
      operations. The Company’s deferred tax assets (liabilities) were as follows for
      the fiscal years ended December 31, 2007 and 2006:


2007
              
              2006Deferred
                  tax assetsNet
                  operating loss carryforward
              
              $
              1,336,656
              
              $
              1,100,763Stock-based
                  compensation
              
              
              1,928,726
              
              
              1,739,742Depreciation,
                  amortization and other
              
              
              182,515
              
              
              114,494State
                  tax - Deferred
              
              
              (244,951
              )
              
              (203,871
              )Research
                  & Development credit
              
              
              -
              
              
              -3,202,946
              
              
              2,751,126Valuation
                  allowance
              
              
              (3,202,946
              )
              
              (2,751,126
              )Net
                  deferred tax assets
              
              $
              -
              
              $
              -




The
      Company has deferred tax assets, comprised primarily of net operating loss
      carry-forwards. Due to operating losses, the uncertainty of future profits
      and
      limitations on the utilization of net operating loss carry-forwards under IRC
      Section 382, a valuation allowance has been recorded to fully offset the
      Company’s deferred tax assets. Of the Company’s $3,211,785 net operating loss
      carry-forwards, $1,120,006 is subject to the limitation under Section 382 and
      the remaining $2,091,779 is not subject to the limitation.




The
      net
      operating loss carry-forwards of $3,211,785 begin expiring in 2019. A more
      than
      50% change in ownership will greatly restrict the use of these losses in the
      future.




The
      valuation allowance increased $451,820 during the year ended December 31,
      2007.




The
      reconciliation of the statutory and effective income tax rates is as follows:




2007
            
            2006Federal
                income tax rate
            
            
            34.0
            %
            
            34.0
            %State
                income tax rate, net of federal benefit
            
            
            8.84
            %
            
            8.84
            %Change
                in valuation allowance
            
            
            -42.84
            %
            
            -42.84
            %Other
            
            
            -
            %
            
            -
            %Effective
                income tax rate
            
            
            0.0
            %
            
            0.0
            %




F-21




**Note
      12. STOCK PURCHASE WARRANTS**





The
      following is a summary of outstanding warrants as of December 31, 2006 and
      December 31, 2007:





Number
                of Warrants
            
            Exercise
                Price
              per
                Share
            
            Weighted
                Average Exercise Price
              per
                ShareWarrants
                outstanding at December 31, 2006 (1)
            
            
            2,678,341
            
            $
            0.01
                to $0.65
            
            $
            0.40Warrants
                outstanding at December 31, 2007
            
            
            2,678,341
            
            $
            0.01
                to $0.65
            
            $
            0.40




(1)  These
      amounts are adjusted for the conversion pursuant to the Cab-tive Merger in
      2007.




**Note
      13. EMPLOYMENT ARBITRATION SETTLEMENT**




On
      February 5, 2007, a former employee, Irwin Frank filed a claim with the American
      Arbitration Association (the “Claim”). The Claim alleged that Full Circle
      terminated his employment in violation of an alleged employment contract. In
      August, 2007, the Company settled the Claim for $30,000 which was paid to Mr.
      Frank and recorded as other expense.




**Note
      14. SHAREHOLDER DISSENT**





In
      connection with the Cab-tive Merger on October 25, 2007, the Company, pursuant
      to Nevada law, provided notice of the Cab-tive Merger to all shareholders and
      the opportunity to dissent from the corporate action and return all of their
      stock in the Company for payment of fair value. Four shareholders provided
      the
      Company with notice of dissent to the Cab-tive Merger and requested payment
      of
      fair value for their shares of stock in the Company. Pursuant to Nevada law,
      the
      Company offered to pay fair value of the shares of Company’s stock held by the
      dissenting shareholders. Three of the shareholders accepted this payment for
      which the Company paid $158 to repurchase and retire 30,000 shares of Company
      common stock. The
      remaining dissenting shareholder holding 1,030,000 shares of common stock has
      refused the Company’s calculation of fair value and provided demand for payment
      of his calculation of fair value. On March 7, 2008, pursuant to Nevada law,
      since the Company and the shareholder do not agree on the fair value to be
      paid
      to the dissenter for its shares, the Company filed an action in the District
      Court in Clark County Nevada to
      determine fair value. Unless the Company and the dissenting shareholder agree
      upon the fair value of the shares or otherwise settle the dispute, the court
      shall determine the fair value for the shares to be paid by the Company to
      the
      shareholder. The Company does not feel that the amount it may pay for fair
      value
      is material and has not recognized any contingent liability.





**Note
      15. PAYROLL LIABILITIES**





On
      February 12, 2007, the Company employed Steve Racoosin as the Company’s Chief
      Executive Officer. Mr. Racoosin
      was to receive a salary of $275,000 per year. The Company paid Mr. Racoosin
      a
      total of $109,545 and payroll tax of $17,286 pursuant to his employment. The
      remaining $134,258 owed for the year ended December 31, 2007 was recorded as
      an
      accrued payroll liability.




F-22





On
      October 1, 2007, the Company hired Chris Barsness as the Company’s Chief
      Financial Officer. Mr. Barsness was to receive a salary of $160,000 per year.
      The Company paid Mr. Barsness a total of $26,213. The remaining $16,847 owed
      for
      the year ended December 31, 2007 was recorded as an accrued payroll
      liability.




**Note
      16. SUBSEQUENT EVENTS**





In
      January 2008, the Company entered into a one year commercial lease agreement
      for
      approximately 500 square feet of office space at 1800 Century Park East, Suite
      600, Los Angeles, CA 90067. The Company is obligated to pay approximately $1,800
      per month for this office space.





On
      January 30, 2008, the Company entered into an agreement with AudioStocks, Inc.
      to provide the Company investor relations services for a four month period.
      The
      Company issued 112,000 shares of its common stock at a fair value of $106,400
      to
      AudioStocks as compensation for these services.





On
      February 8, 2008, the Company registered 10,000,000 shares of common stock
      reserved for issuance under the Company’s 2008 Equity Incentive Plan by filing
      US Securities & Exchange Commission Form S-8.




On
      March
      3, 2008, the Company issued to Heritage Holding Group, LLC, a Delaware limited
      liability company (“Lender”) a Senior Secured Promissory Note (the “Note”) in
      the principal amount of up to $550,000.  The Note is due and payable
      on December 31, 2008.  The Note bears interest at the rate of 15% per
      annum and the Lender receives a 10% origination fee on the Note, which is
      deducted from the payment of principal at the time the funds are disbursed.
      The
      Note was issued pursuant to a Senior Secured Note Purchase
      Agreement.




To
      secure
      the Note, the Lender has been granted a first priority interest in all of the
      assets of the Company pursuant to the terms and conditions of a Security
      Agreement dated March 3, 2008. The Note allows prepayment at any time to remove
      the security interest.




F-23