##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 
  þ
    
    Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2008.
 o
    
    Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission file number: 333-138869
 
 BIOGOLD FUELS CORPORATION
  Nevada
    
    20-5609647(State of Incorporation)
    
    (IRS Employer Identification No.)230 Park Avenue, Suite 1000New York, NY 10169
    
    10169(Address of Principal Executive Offices)
    
    (Zip Code)
 (646) 435-5529
 
  Name Of Each Exchange On WhichTitle Of Each Class
    
    RegisteredNone
    
    None
  Name Of Each Exchange On WhichTitle Of Each Class
    
    RegisteredNone
    
    None
 Yes þ No o
 Yes o No þ
 þ o
 o þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company þ
 Yes o No þ
  DOCUMENTS INCORPORATED BY REFERENCE




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##### 



BIOGOLD FUELS CORPORATION
INDEX TO ANNUAL REPORT ON FORM 10-K
For the fiscal year ended December 31, 2008
 PageCautionary Note Regarding Forward-Looking Statements
    
    
    1PART IItem 1. Business
    
    
    2Item 2. Properties
    
    
    7Item 3. Legal Proceedings
    
    
    8Item 4. Submission of Matters to a Vote of Security Holders
    
    
    8PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
    
    
    8Item 6. Selected Financial Data
    
    
    10Item 7. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    10Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    14Item 8. Financial Statements and Supplementary Data
    
    
    14Item 9. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure
    
    
    14Item 9A(T). Controls and Procedures
    
    
    14Item 9B. Other Information
    
    
    16PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    16Item 11. Executive Compensation
    
    
    18Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters
    
    
    21Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    22Item 14. Principal Accounting Fees and Services
    
    
    22PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    F-1SignaturesExhibit 10.5Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
   
    
    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.
    1




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Item 1. Business
 Overview
  Industry Background
  The BioGold Advantage
  
    
    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 see 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 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.
  2




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Existing and Future Projects
  *
    
    Contracts are available to ensure long-term availability of the feedstock;*
    
    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.
  Competition
   *
    
    Hydrocarbon conversion rate not previously achievable of more than 80%, without the same
magnitude of dangerous residual by-products;*
    
    Decontamination of dangerous residual by-products (halogens, etc.) in a liquefied process that
yields nominal amounts of salt;
  3




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*
    
    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
  Processing Technology
   
    
    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
sterilization as the internal agitation in the sterlizer 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 is removed by air
density separation techniques.
  4




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
    
    In addition to the size reduction/separation capability provided by sterilizing, the
sterilization technology licensed by BioGold 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 sterilizer into the condensate. After a
simple treatment of condensate and off-gas, there are no major emission or waste water issues.
    
    Further, the sterilization time and temperature condition completely sterilize the MSW and
destroys any and all pathogens inherent in the incoming material with no remaining odors.
 BioGold Fuels Front-End Process
   BioGold Fuels Back-End Process
  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)
  5




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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 Oilb)
    
    Industrial Solventsc)
    
    Certain Chemical Processing Wastesd)
    
    Waste Coale)
    
    Sewer Sludge
   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 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. Gasification
technology can produce medium grade synthetic diesel and ethanol. These alternative fuels may
qualify for financial incentives and tax credits, as well as government grants and loan guarantees,
which the Company is aggressively pursuing.
  6




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Environmental Laws
  Sales and Marketing
  Engineering and Manufacturing
     Licensing and Intellectual Property Protection
  
 Item 2. Description of Property.
   7




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Item 3. Legal Proceedings.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
  High
    
    
    LowYear ended December 31, 2007First quarter
    
    $
    n/a
    
    
    $
    n/aSecond quarter
    
    $
    n/a
    
    
    $
    n/aThird quarter
    
    $
    0.20
    
    
    $
    0.01Fourth quarter
    
    $
    0.90
    
    
    $
    0.12Year ended December 31, 2008First quarter
    
    $
    1.45
    
    
    $
    1.00Second quarter
    
    $
    0.51
    
    
    $
    0.37Third quarter
    
    $
    0.37
    
    
    $
    0.27Fourth quarter
    
    $
    0.14
    
    
    $
    0.01
  Dividends
   8




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Securities Authorized for Issuance Under Equity Compensation Plans
  Equity Compensation Plan Information
 Number of securitiesremaining available forfuture issuance underNumber of securities to
    
    
    Weighted-average
    
    
    equity compensationbe issued upon exercise
    
    
    exercise price of
    
    
    plans (excludingof outstanding options,
    
    
    outstanding options,
    
    
    securities reflected inwarrants and rights
    
    
    warrants and rights
    
    
    column (a))Plan category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    1,222,289
    
    
    $
    0.23
    
    
    
    10,000,000Equity compensation
plans not approved
by security
holders
    
    
    none
    
    
    
    
    
    
    
    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
  Issuer Purchases of Equity Securities
   9




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Item 6. Selected Financial Data.
 N/A
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
  Critical Accounting Policies and Estimates
  Revenue Recognition
   Operating Expenses
   10




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Research and Development
  Employees
  Off-Balance Sheet Arrangement
  Material Commitments for Capital Expenditures
  Accounting for Stock Options and Warrants Granted to Employees and Non-Employees
 Accounting for Stock-Based Compensation Accounting for Stock Issued to
Employees Employers Accounting for
Employee Stock Ownership Plans
 Liquidity and Capital Resources
    11




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ShareIssue
    
    Maturity
    
    
    
    
    
    
    Accrued
    
    
    MaximumDate
    
    Date
    
    
    Principal
    
    
    Interest
    
    
    ConversionNovember 4, 2008
    
    December 31, 2010
    
    $
    1,131,617
    
    
    $
    84,623
    
    
    
    115,982,367
   12




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Accounting for Convertible Securities with Beneficial Conversion Features or Contingently
Adjustable Conversion Ratios Application of Issue No. 98-5 to Certain Convertible
Instruments Accounting for Registration Payment
Arrangements Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Companys Own Stock The Meaning of Indexed to a
Companys Own Stock. Accounting for Derivative Instruments and Hedging
Activities Accounting for Certain Hybrid Financial
Instruments
  Expected volatility
    
    
    70
    %Contractual life
    
    
    7 yearsRisk-free interest rate
    
    
    3.3
    %Dividend yield
    
    
    Nil
  Accounting for the Conversion and the Warrants Issued as Part of the Convertible Note Financing
    13




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Warrants
  WeightedNumber of
    
    
    average exerciseWarrants
    
    
    priceOutstanding, January 1, 2008
    
    
    
    
    
    
    Warrants issued
    
    
    75,441,134
    
    
    $
    0.03Warrants exercised
    
    
    
    
    
    
    Warrants forfeited/expired/cancelled
    
    
    
    
    
    
    Outstanding, December 31, 2008
    
    
    75,441,134
    
    
    $
    0.03
  Risk free interest rate
    
    
    3.00
    %Expected life
    
    
    5 yearsExpected volatility
    
    
    70
    %Dividend per share
    
    $
    None
   
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 8. Financial Statements and Supplementary Data.
  
 Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.
  
 Item 9A. Controls and Procedures.
 Evaluation of Disclosure Controls and Procedures.
   14




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Managements Annual Report on Internal Control Over Financial Reporting.
  Changes in Internal Control Over Financial Reporting
  Item 8A(T). Controls and Procedures.
 MANAGEMENT RESPONSIBILITIES UNDER SECTION 404
  
    
    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.
   15




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Changes in Internal Control Over Financial Reporting
  
 Item 9B. Other Information.
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
 Directors and Executive Officers
  Name
    
    Age
    
    
    PositionSteve Racoosin
    
    
    55
    
    
    Chief Executive Officer and Chairman of the BoardJames Burchetta
    
    
    59
    
    
    President and DirectorRonald Scott Moss
    
    
    51
    
    
    Chief Financial Officer and SecretaryWalter Wendland
    
    
    52
    
    
    DirectorMichael Ott
    
    
    31
    
    
    Director
   16




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17




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Board Committees
  Audit Committee
  Section 16(a) Beneficial Ownership Reporting Compliance
  
 Item 11. Executive Compensation.
    FeesEarned or
    
    
    Stock
    
    
    OptionPaid in
    
    
    Awards
    
    
    Awards
    
    
    All OtherCash
    
    
    (1)
    
    
    (1)
    
    
    Compensation
    
    
    TotalName
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Steve Racoosin (1)
    
    $
    112,832
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    $
    112,832Christopher Barsness (2)
    
    
    134,153
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    134,153
  18




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(1)
    
    Mr. Racoosin is being paid based upon an annual salary of $275,000 per annum.(2)
    
    Mr. Barsness is being paid based upon an annual salary of $200,000 per annum, as increased as
of April 1, 2008 from $160,000. Mr. Barsness resigned from the Company as of November 8,
2008, at which time the Company and Mr. Barsness entered into a Mutual Release and Separation
Agreement. Pursuant to this agreement, the Company has paid Mr. Barsness $20,000.
 Employment Agreements and Change of Control Provisions
  Indemnification
   19




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Outstanding Equity Awards At Fiscal Year End
  Option Awards
    
    
    Stock AwardsEquityIncentivePlanAwards:
    
    
    
    
    
    
    
    
    
    
    Number
    
    
    MarketNumber of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    of Shares
    
    
    Value ofNumber of
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    of Stock
    
    
    Shares ofSecurities
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    That
    
    
    StockUnderlying
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    
    
    
    
    Have
    
    
    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
    
    
    
    
    
    
    
    James Burchetta,
President
(3)
    
    
    9,000,000
    
    
    
    9,000,000
    
    
    
    
    
    
    $
    0.01
    
    
    
    11/1/2018
    
    
    
    
    
    
    
    
 (1)
    
    Mr. Racoosin was appointed our Chief Executive Officer on February 12, 2007.(2)
    
    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.(3)
    
    Consists of currently exercisable warrants to purchase 9,000,000 shares of the Companys common stock. Director Compensation
  FeesEarned or
    
    
    Stock
    
    
    OptionPaid in
    
    
    Awards
    
    
    Awards
    
    
    All OtherCash
    
    
    (1)
    
    
    (1)
    
    
    Compensation
    
    
    TotalName
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Steve Racoosin (2)
    
    $
    112,832
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    $
    112,832(3)
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    
    
    
    
    $
    
  20




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(1)
    
    Based upon the aggregate grant date fair value computed in accordance
with FAS No. 123R (revised 2004), Share-Based Payment.(2)
    
    Mr. Racoosin 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, 2008. 
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
  Shares BeneficiallyOwned (1)CommonName
    
    Stock
    
    
    PercentageSteve Racoosin (2)
    
    
    14,147,541
    
    
    
    17.76
    %Walter Wendland
    
    
    1,418,324
    
    
    
    1.78
    %Michael Ott
    
    
    0
    
    
    
    *
    %Chris Barsness (3)
    
    
    4,354,405
    
    
    
    5.47
    %Ronald Moss
    
    
    500,000
    
    
    
    *James Burchetta (4)
    
    
    9,000,000
    
    
    
    11.30All Executive Officers and Directors as a Group (6 persons)
    
    
    29,420,270
    
    
    
    36.94
    %
 
 *
    
    Less than 1%(1)
    
    Applicable percentage of ownership is based upon 79,632,002
shares of our common stock outstanding as of December 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 December 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.(4)
    
    44 Consists of currently exercisable warrants to purchase
9,000,000 shares of the Companys common stock. Per SFAS
123R, total recognized compensation cost for an equity award
shall at least equal the fair value of the award at the grant
date unless at the date of the modification the performance
or service conditions of the original award are not expected
to be satisfied. Thus, the total compensation cost measured
at the date of a modification shall be (1) the portion of the
grant-date fair value of the original award for which the
requisite service is expected to be rendered (or has already
been rendered) at that date plus (2) the incremental cost
resulting from the modification.  21




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Item 13. Certain Relationships and Related Transactions, and Director Independence.
  
 Item 14. Principal Accounting Fees and Services.
 Audit Fees
  Audit-Related Fees
  Tax Fees
  All Other Fees
   Audit Committee Pre-Approval Policies
   22




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Part IV
 
 Item 15. Exhibits, Financial Statement Schedules.
 PART I
 Item 1. Financial Statements.
  23




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     PMBHD Helin Donovan, LLP
 San Francisco, CA
 March 30, 2009
  F-1




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BIOGOLD FUELS CORP
(A Development Stage Company)
Consolidated Balance Sheets
 December 31, 2008
    
    
    December 31, 2007ASSETSCurrent assetsCash
    
    $
    45,400
    
    
    $
    48,564Trading securities
    
    
    
    
    
    
    5,364Prepaid expenses
    
    
    5,134
    
    
    
    TOTAL CURRENT ASSETS
    
    
    50,534
    
    
    
    53,928Other assetsPrepaid professional Fees
    
    
    18,558
    
    
    
    TOTAL ASSETS
    
    $
    69,092
    
    
    $
    53,928LIABILITIES & STOCKHOLDERS DEFICITCurrent liabilitiesAccounts payable
    
    $
    70,889
    
    
    $
    47,360Accrued interest
    
    
    84,623
    
    
    
    Accrued payroll liabilities
    
    
    535,962
    
    
    
    151,105TOTAL CURRENT LIABILITIES
    
    
    691,474
    
    
    
    198,465Convertible notes, net of discounts of $535,181
    
    
    679,469
    
    
    
    TOTAL LIABILITIESStockholders DeficitCommon stock700,000,000 shares authorized, $0.001 par
value; 79,632,002 and 74,923,233 shares
issued
and outstanding, respectively
    
    
    79,631
    
    
    
    74,925Additional paid-in capital
    
    
    11,489,479
    
    
    
    9,159,444Accumulated deficit during development stage
    
    
    (12,870,961
    )
    
    
    (9,378,906
    )TOTAL STOCKHOLDERS DEFICIT
    
    
    (1,301,851
    )
    
    
    (144,537
    )TOTAL LIABILITIES & STOCKHOLDERS DEFICIT
    
    $
    69,092
    
    
    $
    53,928
   F-2




---



##### Table of Contents



BIOGOLD FUELS CORP
(A Development Stage Company)
Consolidated Statements of Operations
 For the year
    
    
    For the year
    
    
    From Inceptionended
    
    
    ended
    
    
    (September 8, 2004)December 31, 2008
    
    
    December 31, 2007
    
    
    through December 31, 2008REVENUE
    
    $
    
    
    
    $
    
    
    
    $
    OPERATING EXPENSESResearch & Development
    
    
    4,197
    
    
    
    
    
    
    
    707,935Selling, General and administative
    
    
    3,068,089
    
    
    
    1,206,764
    
    
    
    11,675,531Total Operating Expenses
    
    
    3,072,286
    
    
    
    1,206,764
    
    
    
    12,383,466LOSS FROM OPERATIONS
    
    
    (3,072,286
    )
    
    
    (1,206,764
    )
    
    
    (12,383,466
    )OTHER INCOME (EXPENSE)Interest Income
    
    
    1,179
    
    
    
    14,774
    
    
    
    15,953Interest Expense
    
    
    (413,363
    )
    
    
    (1,500
    )
    
    
    (413,363
    )Realized gain on trading securities
    
    
    
    
    
    
    5,069
    
    
    
    5,069Realized loss on trading securities
    
    
    
    
    
    
    (106,803
    )
    
    
    (106,803
    )Unrealized loss on trading
securities
    
    
    (5,363
    )
    
    
    (68,600
    )
    
    
    (73,963
    )Other income
    
    
    
    
    
    
    
    
    
    
    96,505Other expense
    
    
    (222
    )
    
    
    (4,818
    )
    
    
    (5,389
    )Total Other Income (Expense)
    
    
    (417,769
    )
    
    
    (161,878
    )
    
    
    (481,991
    )LOSS BEFORE INCOME TAXES
    
    
    (3,490,055
    )
    
    
    (1,368,642
    )
    
    
    (12,865,457
    )INCOME TAX EXPENSE
    
    
    (2,000
    )
    
    
    (2,704
    )
    
    
    (5,504
    )NET LOSS
    
    $
    (3,492,055
    )
    
    $
    (1,371,346
    )
    
    $
    (12,870,961
    )NET LOSS PER SHARE,
BASIC AND DILUTED
    
    $
    (0.05
    )
    
    $
    (0.03
    )WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
BASIC AND DILUTED
    
    
    76,910,694
    
    
    
    51,565,752.00
   F-3




---



##### Table of Contents



BioGold Fuels Corporation
(A Development Stage Company)
Consolidated Statements of Cash Flows
 For the year
    
    
    For the year
    
    
    From Inceptionended
    
    
    ended
    
    
    (September 8, 2004)December 31, 2008
    
    
    December 31, 2007
    
    
    through December 31, 2008Cash flows from operating activities:Net profit/loss
    
    $
    (3,492,055
    )
    
    $
    (1,371,346
    )
    
    $
    (12,870,961
    )Adjustment to reconcile net lossCommon stock issued for services
    
    
    351,400
    
    
    
    
    
    
    
    851,400Preferred stock issued for services
    
    
    
    
    
    
    
    
    
    
    120,000Warrants & options for services and financing
costs
    
    
    1,510,100
    
    
    
    555,836
    
    
    
    6,354,516Origination fees
    
    
    50,000
    
    
    
    
    
    
    
    50,000Amortization of discount on convertible note
    
    
    102,511
    
    
    
    
    
    
    
    102,511License impairment expense
    
    
    
    
    
    
    
    
    
    
    242,500Depreciation and amortization expense
    
    
    
    
    
    
    1,003
    
    
    
    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
    
    
    5,363
    
    
    
    68,600
    
    
    
    73,963(Increase) decrease in prepaid expenses
    
    
    (23,692
    )
    
    
    9,768
    
    
    
    (23,692
    )Increases (decreases) in accounts payable
    
    
    23,529
    
    
    
    (66,464
    )
    
    
    70,889Increase (decrease) in accrued interest
    
    
    84,623
    
    
    
    
    
    
    
    84,623Increases (decreases) in other accrued liabilities
    
    
    384,857
    
    
    
    84,169
    
    
    
    535,962Net cash provided by (used in) operating activities
    
    
    (1,003,364
    )
    
    
    (603,313
    )
    
    
    (4,284,697
    )Cash flows from investing activities:Purchase of fixed assets
    
    
    
    
    
    
    
    
    
    
    (124,437
    )Purchase of fixed assets from related party
    
    
    
    
    
    
    (25,000
    )
    
    
    (25,000
    )Proceeds from sale of trading securities
    
    
    
    
    
    
    370,554
    
    
    
    370,554Increase in notes receivable from related party
    
    
    
    
    
    
    
    
    
    
    (110,000
    )Loans to related party
    
    
    
    
    
    
    (248,959
    )
    
    
    (248,959
    )Repayment by related party on note receivable
    
    
    
    
    
    
    104,191
    
    
    
    104,191Restricted cash
    
    
    
    
    
    
    170,257
    
    
    
    Sale of fixed assets to related party
    
    
    
    
    
    
    30,000
    
    
    
    30,000Purchase of trading securities in related party
    
    
    
    
    
    
    (100,000
    )
    
    
    (193,709
    )Net cash used in investing activities
    
    
    
    
    
    
    301,043
    
    
    
    (197,360
    )Cash flows from financing activities:Sale of common stock
    
    
    
    
    
    
    79,950
    
    
    
    1,707,450Sale of preferred stock
    
    
    
    
    
    
    
    
    
    
    2,680,423Exercise of warrants and options
    
    
    200
    
    
    
    
    
    
    
    4,882Receipt of subscription receivable
    
    
    
    
    
    
    200,000
    
    
    
    200,000Repurchase of common stock
    
    
    
    
    
    
    (158
    )
    
    
    (550,158
    )Payment of stock sale funding fee
    
    
    
    
    
    
    
    
    
    
    (515,140
    )Proceeds from convertible debt
    
    
    1,000,000
    
    
    
    
    
    
    
    1,000,000Proceeds from loans and advances, related party
    
    
    
    
    
    
    
    
    
    
    Net cash provided by financing activities
    
    
    1,000,200
    
    
    
    279,792
    
    
    
    4,527,457Net increase (decrease) in cash
    
    
    (3,164
    )
    
    
    (22,478
    )
    
    
    45,400Cash, beginning of period
    
    
    48,564
    
    
    
    71,042
    
    
    
    Cash, end of period
    
    $
    45,400
    
    
    $
    48,564
    
    
    $
    45,400Supplemental Cash Flow Information:Taxes paid
    
    $
    
    
    
    $
    
    
    
    $
    Interest paid
    
    $
    
    
    
    $
    
    
    
    $
    Non cash investing and financing activitiesNon cash decrease in note receivable from related
party
    
    $
    
    
    
    $
    110,000Warrants issued with convertible debt
    
    
    473,042
    
    
    
    Warrants issued for financing costs
    
    
    176,000
    
    
    
    
   F-4




---



##### Table of Contents



BioGold Fuels Corporation
(A Development Stage Company)
Consolidated Statement of Shareholders Equity
 Additional
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Preferred Stock
    
    
    Paid-In
    
    
    Accumulated
    
    
    StockholdersShares
    
    
    Par value
    
    
    Shares
    
    
    Par value
    
    
    Capital
    
    
    Deficit
    
    
    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 founders
at $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 cash
at $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 cash
at $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 of
stock cancellation
    
    
    1,500,000
    
    
    
    15
    
    
    
    
    
    
    
    
    
    
    
    (15
    )
    
    
    
    
    
    
    Finders fee for Preferred stock sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (115,140
    )
    
    
    
    
    
    
    (115,140
    )Subcription 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 cash
at $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 repurchase
from dissenters
    
    
    (30,000
    )
    
    
    (30
    )
    
    
    
    
    
    
    
    
    
    
    (128
    )
    
    
    
    
    
    
    (158
    )Common stock issued for cash
at $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
    )Common stock issued for services
    
    
    1,678,316
    
    
    
    1,678
    
    
    
    
    
    
    
    
    
    
    
    349,722
    
    
    
    
    
    
    
    351,400Option issuances for services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    995,750
    
    
    
    
    
    
    
    995,750Warrant issuance for services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    338,350
    
    
    
    
    
    
    
    338,350Warrant issuance for financing
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    176,000
    
    
    
    
    
    
    
    176,000Exercise of option
    
    
    2,000,000
    
    
    
    2,000
    
    
    
    
    
    
    
    
    
    
    
    (1,800
    )
    
    
    
    
    
    
    200Common stock issued in connection with
dissent settlement
    
    
    1,030,000
    
    
    
    1,030
    
    
    
    
    
    
    
    
    
    
    
    (1,030
    )
    
    
    
    
    
    
    Common stock issued for merger
adjustment
    
    
    453
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Warrants issued with convertible notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    473,042
    
    
    
    
    
    
    
    473,041Net loss for period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,492,055
    )
    
    
    (3,492,055
    )Balance - December 31, 2008
    
    
    79,632,002
    
    
    $
    79,633
    
    
    
    
    
    
    $
    
    
    
    $
    11,489,478
    
    
    $
    (12,870,961
    )
    
    $
    (1,301,851
    )
   F-5




---



##### Table of Contents



Note 1. COMPANY OVERVIEW AND BASIS OF PRESENTATION
    Note 2. GOING CONCERN
    Note 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
   F-6




---



##### Table of Contents



Estimates
  Basis of Presentation
  Derivative Instruments
   Earnings Per Share
      F-7




---



##### Table of Contents



Fair Value of Financial Instruments
  Accounting for Convertible Debt Securities
 Accounting for Convertible Securities with Beneficial Conversion Features or
Contingently Adjustable Conversion Ratios Application of Issue No. 98-5 to
Certain Convertible Instruments Accounting
for Registration Payment Arrangements Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Companys Own Stock The Meaning of Indexed to a Companys Own Stock. Accounting for Derivative Instruments and Hedging Activities Accounting for Certain Hybrid Financial Instruments
 Extinguishment of Debt
 Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities
  Income Taxes
    F-8




---



##### Table of Contents



Research and Development
  Stock-Based Compensation
  Advertising
  Fair Value of Financial Instruments
  Cash & Cash Equivalents
  Concentration of Credit Risk
  Newly Issued Accounting Pronouncements
     F-9




---



##### Table of Contents



Note 4. SIGNIFICANT CONTRACTS
 Harvey County Waste Stream Agreement
     ICM Development and Professional Service Agreement
   F-10




---



##### Table of Contents



st
 Employment Agreements
   Joint Venture
  Note 5. SHAREHOLDERS EQUITY
 Common and Preferred Stock
     F-11




---



##### Table of Contents



Common stock options and warrants
      Note 6. 2008 EQUITY INCENTIVE PLAN
   F-12




---



##### Table of Contents



Note 7. COMMITMENT AND CONTINGENCIES
  Note 8. PROMISSORY NOTES
        F-13




---



##### Table of Contents



ShareIssue
    
    Maturity
    
    
    
    
    
    
    Accrued
    
    
    MaximumDate
    
    Date
    
    
    Principal
    
    
    Interest
    
    
    ConversionNovember 4, 2008
    
    December 31, 2010
    
    $
    1,131,617
    
    
    $
    84,623
    
    
    
    115,982,367
  Accounting for Convertible Securities with Beneficial Conversion Features or Contingently
Adjustable Conversion Ratios Application of Issue No. 98-5 to Certain
Convertible Instruments Accounting for
Registration Payment Arrangements Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Companys Own Stock The Meaning of Indexed to a Companys Own Stock. Accounting for Derivative Instruments and Hedging Activities Accounting for Certain Hybrid Financial Instruments
  Expected volatility
    
    
    70
    %Contractual life
    
    7 yearsRisk-free interest rate
    
    
    3.25
    %Dividend yield
    

    Nil
   F-14




---



##### Table of Contents



Accounting for the Conversion and the Warrants Issued as Part of the Convertible Note
Financing
   Warrants
  WeightedaverageNumber of
    
    
    exerciseWarrants
    
    
    priceOutstanding, January 1,
2008
    
    
    
    
    
    
    Warrants issued
    
    
    75,441,134
    
    
    $
    0.03Warrants exercised
    
    
    
    
    
    
    Warrants
forfeited/expired/cancelled
    
    
    
    
    
    
    Outstanding, December 31, 2008
    
    
    75,441,134
    
    
    $
    0.03
  Risk free interest rate
    
    
    3.00
    %Expected life
    
    5 yearsExpected volatility
    
    
    70
    %Dividend per share
    
    $
    Nil
    F-15




---



##### Table of Contents



Liquidated Damages
 SEC Effective
Date Penalty
 Note 9. PAYROLL LIABILITIES
        Note 10. INCOME TAXES
  2008
    
    
    2007Income tax provisionCurrent
    
    $
    2,000
    
    
    $
    2,704Deferred
    
    
    
    
    
    
    Total
    
    $
    2,000
    
    
    $
    2,704
   F-16




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##### Table of Contents



2008
    
    
    2007Deferred tax assetsNet operating loss carryforward
    
    $
    1,692,812
    
    
    $
    1,336,656Stock-based compensation
    
    
    632,910
    
    
    
    1,928,726Depreciation, amortization and
other book/ tax differences
    
    
    165,703
    
    
    
    182,515State tax  Deferred
    
    
    (136,000
    )
    
    
    (244,951
    )Research & Development credit
    
    
    
    
    
    
    2,355,425
    
    
    
    3,202,946Valuation allowance
    
    
    (2,355,425
    )
    
    
    (3,202,946
    )Net deferred tax assets
    
    $
    
    
    
    $
    
     2008
    
    
    2007Federal 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
    %
 Note 11. SUBSEQUENT EVENTS
      F-17




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibit10.5
    
    

Employment Agreement between James Burchetta and BioGold Fuels Corporation. (1)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.
 
 (1)
    
    Attached hereto




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##### Table of Contents



SIGNATURES
   Biogold fuels corporation.By:
    /s/ Steve RacoosinName:
    Steve RacoosinTitle:
    Chief Executive Officer and
Chairman of the Board of Directors  Signature
    
    Title
    
    Date/s/ Steve Racoosin

Steve Racoosin
    
    Chief Executive Officer (principal executive officer)
and Chairman of the Board of Directors
    
    March 30, 2009/s/ Ronald Moss

Ronald Moss
    
    Chief Financial Officer (principal accounting and
financial officer) & Secretary
    
    March 30, 2009/s/ Walter Wendland

Walter Wendland
    
    Director
    
    March 30, 2009/s/ Michael Ott

Michael Ott
    
    Director
    
    March 30, 2009




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description of Exhibit10.2
    
    
    Senior Secured Promissory Note dated March 3, 2008 by and between BioGold Fuels Corporation
and Heritage Holding Group, LLC. (2)10.3
    
    
    Senior Secured Note Purchase Agreement dated March 3, 2008 by and between BioGold Fuels
Corporation and Heritage Holding Group, LLC. (2)10.4
    
    
    Security Agreement dated March 3, 2008 by and between BioGold Fuels Corporation and
Heritage Holding Group, LLC. (2)10.5
    
    
    Employment Agreement between James Burchetta and BioGold Fuels Corporation. #10.6
    
    
    Employment Agreement between Ron Moss and BioGold Fuels Corporation. (1)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 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 8, 2008.(2)
    
    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 September 3, 2008.