UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


_______________




FORM
10-Q


_______________




x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
the quarterly period ended June 30, 2008




o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the transition period from
______to______.




MONEY4GOLD
HOLDINGS, INC.


(Exact
name of registrant as specified in Charter




Delaware
            
            000-50494
            
            98-0412432(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (Commission
      File No.)
            
            (IRS
      Employee Identification No.)





595
South Federal Highway, Suite 600


Boca
Raton, Florida, 33432


(Address
of Principal Executive Offices)


_______________





561-544-2447


(Issuer
Telephone number)


_______________




(Former
Name or Former Address if Changed Since Last Report)




Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports), and (2)has been
subject to such filing requirements for the past 90 days. Yes x  No o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
 See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):




Large
      Accelerated Filer o
            Accelerated
      Filer o
            Non-Accelerated
      Filer o
            Smaller
      Reporting Company x




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 the
number of shares outstanding of each of the issuer’s classes of common equity,
as of August 18, 2008: 96,017,513 shares of common stock.












MONEY4GOLD
HOLDINGS, INC.




FORM
10-Q




June
30, 2008




INDEX




PART
I-- FINANCIAL INFORMATION




Item
      1.
            Financial
      StatementsItem
      2.
            Management’s
      Discussion and Analysis of Financial ConditionItem
      3
            Quantitative
      and Qualitative Disclosures About Market RiskItem
      4T.
            Control
      and Procedures




PART
II—OTHER INFORMATION




Item
      1
            Legal
      ProceedingsItem
      1A.
            Risk
      FactorsItem
      2.
            Unregistered
      Sales of Equity Securities and Use of ProceedsItem
      3.
            Defaults
      Upon Senior SecuritiesItem
      4.
            Submission
      of Matters to a Vote of Security HoldersItem
      5.
            Other
      InformationItem
      6.
            Exhibits
      and Reports on Form 8-K




SIGNATURE













Item 1. Financial
Information




MONEY4GOLD
HOLDINGS, INC. AND SUBSIDIARY
 (F/K/AEFFECTIVE
PROFITABLE SOFTWARE, INC.)
 (A
DEVELOPMENT STAGE COMPANY)
 TABLE
OF CONTENTS
  PAGE
              1
              CONDENSED
      CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2008 (UNAUDITED) AND DECEMBER
      31, 2007PAGE
              2
              CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED
      JUNE 30, 2008 AND 2007 AND FOR THE PERIOD FROM FEBRUARY 23, 2004
      (INCEPTION) TO JUNE 30, 2008 (UNAUDITED)PAGE
              3
              CONDENSED
      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE
      PERIOD FROM FEBRUARY 23, 2004 (INCEPTION) TO JUNE 30, 2008
      (UNAUDITED)PAGE
              4
              CONDENSED
      CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30,
      2008 AND 2007 FOR THE PERIOD FROM FEBRUARY 23, 2004 (INCEPTION) TO JUNE
      30, 2008 (UNAUDITED)PAGES
              5 -
      12
              NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2008
      (UNAUDITED)
   
   Money4Gold
      Holdings, Inc.  and
      Subsidiary(F/K/A
      Effective Profitable Software, Inc. and Subsidiary)(A
      Development Stage Company)Condensed
      ConsolidatedBalance SheetsASSETSJune
      30, 2008
                
                
                December
      31, 2007(Unaudited)Current
      AssetsCash
                
                $
                1,616
                
                
                $
                450Prepaid Expense
                
                
                -
                
                
                
                250Total
      Current Assets
                
                
                1,616
                
                
                
                700Property
      and Equipment, Net
                
                
                2,344
                
                
                
                2,806Other
      AssetsDeposits
                
                
                750
                
                
                
                750Total
      Other Assets
                
                
                750
                
                
                
                750Total
      Assets
                
                $
                4,710
                
                
                $
                4,256LIABILITIES AND
      STOCKHOLDERS' DEFICIENCYCurrent
      LiabilitiesAccounts payable and accrued expenses
                
                $
                5,018
                
                
                $
                30,840Stockholder loans
                
                
                71,145
                
                
                
                61,890Total
      Current Liabilities
                
                
                76,163
                
                
                
                92,730Commitments
      and Contingencies
                
                
                -
                
                
                
                -Stockholders'
      DeficiencyCommon
      stock,  $0.0001 par value; 100,000,000 shares
      authorized,96,017,513 and
      133,824,564 shares issued and outstanding,
    respectively
                
                
                9,602
                
                
                
                13,382Additional
      paid-in capital
                
                
                359,416
                
                
                
                271,841Deficit
      accumulated during the development stage
                
                
                (440,471
                )
                
                
                (373,697
                )Total
      Stockholders' Deficiency
                
                
                (71,453
                )
                
                
                (88,474
                )Total
      Liabilities and Stockholders' Deficiency
                
                $
                4,710
                
                
                $
                4,256
   1
   Money4Gold
      Holdings, Inc. and Subsidiary(F/K/A
      Effective Profitable Software, Inc. and
      Subsidiary)(A
      Development Stage Company)Condensed
      Consolidated Statements of Operations(Unaudited)For
      the Three Months Ended June 30,
                
                
                For
      the Six Months Ended June 30,
                
                
                For
      the Period from February 23, 2004 (Inception)2008
                
                
                2007
                
                
                2008
                
                
                2007
                
                
                June
      30, 2008Operating
      ExpensesProfessional
      fees
                
                
                30,172
                
                
                
                3,404
                
                
                
                35,037
                
                
                
                9,980
                
                
                
                110,921Rent
      expense
                
                
                700
                
                
                
                -
                
                
                
                1,450
                
                
                
                -
                
                
                
                21,700Officer's
      compensation
                
                
                13,625
                
                
                
                27,250
                
                
                
                27,250
                
                
                
                27,250
                
                
                
                136,250General
      and administrative
                
                
                4,995
                
                
                
                9,902
                
                
                
                11,043
                
                
                
                14,643
                
                
                
                169,948Total
      Operating Expenses
                
                
                49,492
                
                
                
                40,556
                
                
                
                74,780
                
                
                
                51,873
                
                
                
                438,819Loss
      from Operations
                
                
                (49,492
                )
                
                
                (40,556
                )
                
                
                (74,780
                )
                
                
                (51,873
                )
                
                
                (438,819
                )Other
      ExpenseOther
      Income
                
                
                -
                
                
                
                -
                
                
                
                9,623
                
                
                
                -
                
                
                
                14,261Loss
      on disposal of assets
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (6,893
                )Interest
      Expense
                
                
                (848
                )
                
                
                (710
                )
                
                
                (1,617
                )
                
                
                (1,332
                )
                
                
                (9,020
                )Total
      Other Income
                
                
                (848
                )
                
                
                (710
                )
                
                
                8,006
                
                
                
                (1,332
                )
                
                
                (1,652
                )Provision
      for Income  Taxes
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Net
      Income/(Loss)
                
                $
                (50,340
                )
                
                $
                (41,266
                )
                
                $
                (66,774
                )
                
                $
                (53,205
                )
                
                $
                (440,471
                )Net
      (Loss) Income Per Share  - Basic and Diluted
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.00
                )Weighted
      average number of shares outstandingduring
      the period - Basic and Diluted
                
                
                120,945,239
                
                
                
                133,380,552
                
                
                
                127,384,902
                
                
                
                132,980,955
   2
   Money4Gold
      Holdings, Inc. and Subsidiary(F/K/A Effective Profitable Software, Inc. and
      Subsidiary)(A Development Stage
    Company)Condensed Consolidated Statement of Changes in
      Stockholders' Equity/(Deficiency)For the period from February 23, 2004 (inception)
      to June 30, 2008(Unaudited)DeficitCommon
      stock$.001 Par
      Value
                
                
                Additional
                
                
                accumulated
      during
                
                
                
                
                
                Totalpaid-in
                
                
                development
                
                
                Subscription
                
                
                Stockholder'sShares
                
                
                Amount
                
                
                capital
                
                
                stage
                
                
                Receivable
                
                
                DeficiencyCommon
      stock issued to founders for cash ($0.0001 per share)
                
                
                111,561,789
                
                
                $
                11,156
                
                
                $
                (10,256
                )
                
                $
                -
                
                
                $
                -
                
                
                $
                900Common
      stock issued for legal services ($0.10 per share)
                
                
                1,239,575
                
                
                
                124
                
                
                
                9,876
                
                
                
                -
                
                
                
                -
                
                
                
                10,000Common
      stock issued for services ($0.10 per share)
                
                
                6,197,877
                
                
                
                620
                
                
                
                49,380
                
                
                
                -
                
                
                
                -
                
                
                
                50,000Common
      stock issued for cash ($0.10 per share)
                
                
                5,652,464
                
                
                
                565
                
                
                
                45,035
                
                
                
                -
                
                
                
                -
                
                
                
                45,600In-kind
      contribution
                
                
                -
                
                
                
                -
                
                
                
                646
                
                
                
                -
                
                
                
                
                
                
                
                646Net
      loss for the period February 23, 2004  (inception)  to
      December 31, 2004
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (110,081
                )
                
                
                -
                
                
                
                (110,081
                )Balance
      December 31, 2004
                
                
                124,651,706
                
                
                
                12,465
                
                
                
                94,681
                
                
                
                (110,081
                )
                
                
                -
                
                
                
                (2,935
                )Common
      stock issued for services ($0.10 per share)
                
                
                1,239,575
                
                
                
                124
                
                
                
                9,876
                
                
                
                -
                
                
                
                -
                
                
                
                10,000Common
      stock issued for cash ($0.10 per share)
                
                
                1,239,575
                
                
                
                124
                
                
                
                9,876
                
                
                
                -
                
                
                
                -
                
                
                
                10,000In
      - kind contribution of interest on stockholder loans
                
                
                -
                
                
                
                -
                
                
                
                1,787
                
                
                
                -
                
                
                
                -
                
                
                
                1,787Common
      stock issued in reverse merger
                
                
                1,239,575
                
                
                
                124
                
                
                
                (1,724
                )
                
                
                
                
                
                
                
                
                
                
                (1,600
                )Net
      loss, 2005
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (51,484
                )
                
                
                -
                
                
                
                (51,484
                )Balance
      December 31, 2005
                
                
                128,370,432
                
                
                
                12,837
                
                
                
                114,496
                
                
                
                (161,565
                )
                
                
                -
                
                
                
                (34,232
                )Common
      stock issued for cash ($0.10 per share)
                
                
                4,214,556
                
                
                
                421
                
                
                
                33,579
                
                
                
                -
                
                
                
                -
                
                
                
                34,000In
      - kind contribution of interest on stockholder loans
                
                
                -
                
                
                
                -
                
                
                
                1,248
                
                
                
                -
                
                
                
                -
                
                
                
                1,248In
      - kind contribution of compensation
                
                
                -
                
                
                
                -
                
                
                
                54,500
                
                
                
                -
                
                
                
                -
                
                
                
                54,500In
      - kind contribution of  automobile allowance
                
                
                -
                
                
                
                -
                
                
                
                1,500
                
                
                
                -
                
                
                
                
                
                
                
                1,500Net
      loss, 2006
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (110,603
                )
                
                
                -
                
                
                
                (110,603
                )Balance
      December 31, 2006
                
                
                132,584,989
                
                
                
                13,258
                
                
                
                205,323
                
                
                
                (272,168
                )
                
                
                -
                
                
                
                (53,587
                )Common
      stock issued for cash ($0.10 per share)
                
                
                1,239,575
                
                
                
                124
                
                
                
                9,876
                
                
                
                -
                
                
                
                -
                
                
                
                10,000In
      - kind contribution of interest on stockholder loans
                
                
                -
                
                
                
                -
                
                
                
                2,142
                
                
                
                
                
                
                
                
                
                
                
                2,142In
      - kind contribution of compensation
                
                
                -
                
                
                
                -
                
                
                
                54,500
                
                
                
                -
                
                
                
                -
                
                
                
                54,500Net
      loss, 2007
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (101,529
                )
                
                
                -
                
                
                
                (101,529
                )Balance
      December 31, 2007
                
                
                133,824,564
                
                
                
                13,382
                
                
                
                271,841
                
                
                
                (373,697
                )
                
                
                -
                
                
                
                (88,474
                )Cancellation
      and retirement of shares
                
                
                (37,807,051
                )
                
                
                (3,781
                )
                
                
                3,781
                
                
                
                
                
                
                
                
                
                
                
                0In
      - kind contribution of interest on stockholder loans
                
                
                -
                
                
                
                -
                
                
                
                1,240
                
                
                
                -
                
                
                
                -
                
                
                
                1,240In
      - kind contribution of cash
                
                
                -
                
                
                
                -
                
                
                
                55,304
                
                
                
                
                
                
                
                
                
                
                
                55,304In
      - kind contribution of compensation
                
                
                
                
                
                
                
                
                
                
                27,250
                
                
                
                
                
                
                
                
                
                
                
                27,250Net
      loss, for the six months ended June 30, 2008
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (66,774
                )
                
                
                -
                
                
                
                (66,774
                )Balance,
      June 30, 2008
                
                
                96,017,513
                
                
                $
                9,602
                
                
                $
                359,416
                
                
                $
                (440,471
                )
                
                $
                -
                
                
                $
                (71,453
                )
  3
   Money4Gold
      Holdings, Inc. and Subsidiary(F/K/A
      Effective Profitable Software, Inc. and
      Subsidiary)(A
      Development Stage Company)Condensed
      Consolidated Statements of Cash Flows(Unaudited)For
      the Six Months Ended June 30,
                
                
                For
      the Period from February 23, 2004 (inception) to2008
                
                
                2007
                
                
                June
      30, 2008Cash
      Flows From Operating Activities:Net
      Loss
                
                $
                (66,774
                )
                
                $
                (53,205
                )
                
                $
                (440,471
                )Adjustments
      to reconcile net loss to net cash used in operationsIn-kind
      contribution of officers compensation
                
                
                27,250
                
                
                
                27,250
                
                
                
                136,250In-kind
      contribution of interest on stockholder loans
                
                
                1,240
                
                
                
                1,029
                
                
                
                7,064In-kind
      contribution of automobile allowance
                
                
                -
                
                
                
                -
                
                
                
                1,500Stock
      issued for payment of services
                
                
                -
                
                
                
                -
                
                
                
                70,000Loss
      on disposal of property and equipment
                
                
                -
                
                
                
                -
                
                
                
                6,893Depreciation
      expense
                
                
                462
                
                
                
                463
                
                
                
                6,054Changes
      in operating assets and liabilities:Deposits
                
                
                -
                
                
                
                -
                
                
                
                (750
                )Prepaid
      expenses
                
                
                250
                
                
                
                250
                
                
                
                -Accounts
      payable and accrued expenses
                
                
                (25,821
                )
                
                
                2,452
                
                
                
                3,418Net
      Cash Used In Operating Activities
                
                
                (63,393
                )
                
                
                (21,761
                )
                
                
                (210,042
                )Cash
      flows From Investing ActivitiesProceeds
      from the sale of property and equipment
                
                
                -
                
                
                
                -
                
                
                
                3,425Purchase
      of property and equipment
                
                
                -
                
                
                
                -
                
                
                
                (18,716
                )Net
      Cash Used In Investing Activities
                
                
                -
                
                
                
                -
                
                
                
                (15,291
                )Cash
      Flows From Financing Activities:Proceeds
      from issuance of loan payable -related party
                
                
                13,000
                
                
                
                20,000
                
                
                
                133,920In
      kind contribution of cash by stockholder
                
                
                55,304
                
                
                
                -
                
                
                
                55,304Repayment
      of loan - related party
                
                
                (3,745
                )
                
                
                (7,962
                )
                
                
                (62,775
                )Proceeds
      from issuance of common stock
                
                
                -
                
                
                
                10,000
                
                
                
                100,500Net
      Cash Provided by Financing Activities
                
                
                64,559
                
                
                
                22,038
                
                
                
                226,949Net
      Increase in Cash
                
                
                1,166
                
                
                
                277
                
                
                
                1,616Cash
      at Beginning of Period/Year
                
                
                450
                
                
                
                1,230
                
                
                
                -Cash
      at End of Period/Year
                
                $
                1,616
                
                
                $
                1,507
                
                
                $
                1,616Supplemental
      disclosure of cash flow information:Cash
      paid for interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Cash
      paid for taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -
   4
 MONEY4GOLD
HOLDINGS, INC. AND SUBSIDIARY (f/k/a EFFECTIVE PROFITABLE SOFTWARE,
INC.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF JUNE 30,
2008
 (UNAUDITED)
  NOTE 1 SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES AND ORGANIZATION
 
 (A) Basis of
Presentation
 
 The
accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
and the rules and regulations of the Securities and Exchange Commission for
interim financial information.  Accordingly, they do not include all
the information necessary for a comprehensive presentation of financial position
and results of operations.
 
 It is
management’s opinion however, that all material adjustments (consisting of
normal recurring adjustments) have been made which are necessary for a fair
financial statements presentation.  The results for the interim period
are not necessarily indicative of the results to be expected for the
year.
 
 (B)
Organization
  Money4Gold
Holdings, Inc. (f/k/a Effective Profitable Software, Inc. and Modena 2, Inc. (a
development stage company) was incorporated in the state of Delaware on
November 18, 2003.
 EPS,
Inc., (a development stage company) was incorporated in the state of Arkansas on
February 23, 2004.
 
 On May
10th, 2005 pursuant to a
stock purchase agreement and share exchange between the Money4gold Holdings,
Inc. (f/k/a Effective Profitable Software, Inc.) and EPS, Inc. and the
shareholders of EPS, Inc., we purchased all of the outstanding shares of EPS for
the issuance of 10,156,000 (6,197,877 post-split) shares of our stock to EPS
shareholders.  Pursuant to the agreement, EPS became a wholly owned
subsidiary of the Company.  As a result of the agreement, the
transaction was treated for accounting purposes as reorganization by the
accounting acquirer (EPS, Inc.) and as a recapitalization by the accounting
acquire (Money4Gold Holdings, Inc.).
 Accordingly,
the financial statements include the following:
 
 (1)
              The
      balance sheet consists of the net assets of the acquirer at historical
      cost and the net assets of the acquiree at historical
  cost.
 
 (2)
              The
      statement of operations includes the operations of the acquirer for the
      periods presented and the operations of the acquiree from the date of the
      merger.
 
  5
   MONEY4GOLD
HOLDINGS, INC. AND SUBSIDIARY (f/k/a EFFECTIVE PROFITABLE SOFTWARE,
INC.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF JUNE 30,
2008
 (UNAUDITED)
  Activities
during the development stage include developing the business plan and raising
capital.
  Money4Gold
Holdings, Inc. and its wholly-owned subsidiary are hereafter referred to as the
“Company”.
  The
Company has been unable to effectuate its business plan and is seeking a merger
candidate. (See Note 5)
  (C) Principles of
Consolidation
  The
financial statements include the accounts of Money4Gold Holdings, Inc. and its
wholly-owned subsidiary EPS, Inc.
  All
significant intercompany accounts and transactions have been eliminated in
consolidation.
 
 (D) Revenue
Recognition
 
 Revenue
is recognized when persuasive evidence of an arrangement exists, delivery has
occurred, the fee is fixed or determinable and collectability is
assured.
 
 (E) Cash and Cash
Equivalents
 
 The
Company considers cash on hand and amounts on deposit with financial
institutions which have original maturities of three months or less to be cash
and cash equivalents.
 
 (F)Use of
Estimates
 
 In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period.  Actual results could differ from
those estimates
 
 (G) Income
Taxes
 
 The
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes” (“Statement
109”).  Under Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases.  Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled.  Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.
 
  6
 MONEY4GOLD
HOLDINGS, INC. AND SUBSIDIARY (f/k/a EFFECTIVE PROFITABLE SOFTWARE,
INC.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF
JUNE 30, 2008
 (UNAUDITED)
  (H) Fair Value of Financial
Instruments
 
 The
Company’s financial instruments include accounts payable and liabilities to
shareholders.  The carrying amounts of other financial instruments
approximate their fair value because of short-term maturities.
 
 (I) Earnings Per
Share
 
 Basic
earnings per share is computed by dividing earnings available to stockholders by
the weighted-average number of shares outstanding for the period as guided by
the Financial Accounting Standards Board (FASB) under Statement of Financial
Accounting Standards (SFAS) No. 128, “Earnings per Shares”.  Diluted
EPS reflects the potential dilution of securities that could share in the
earnings.  As of June 30, 2008 and 2007, the Company does not have any
outstanding dilutive securities.
 
 (J) Concentrations of
Credit Risk
 
 Financial
instruments which potentially expose the Company to concentrations of credit
risk consist principally of operating demand deposit accounts if those accounts
are in excess of $100,000.  As at June 30, 2008, there were no cash
deposits in excess of the FDIC limit.
 
 (K) Recent Accounting
Pronouncements
 
 In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51”.  This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners.  SFAS No. 160
affects those entities that have an outstanding noncontrolling interest in one
or more subsidiaries or that deconsolidate a subsidiary.  SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of FASB 160 is not expected to have a material impact on the Company’s
financial position.
 
  7
 MONEY4GOLD
HOLDINGS, INC. AND SUBSIDIARY (f/k/a EFFECTIVE PROFITABLE SOFTWARE,
INC.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF JUNE 30,
2008
 (UNAUDITED)
  In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS161). This statement is intended
to improve transparency in financial reporting by requiring enhanced disclosures
of an entity’s derivative instruments and hedging activities and their effects
on the entity’s financial position, financial performance, and cash flows.SFAS161 applies to all derivative
instruments within the scope of SFAS 133, “Accounting for Derivative Instruments
and Hedging Activities” (SFAS 133) as well as related hedged items, bifurcated
derivatives, and nonderivative instruments that are designated and qualify as
hedging instruments. Entities with instruments subject toSFAS161 must provide more robust
qualitative disclosures and expanded quantitative disclosures.SFAS161 is effective prospectively for financial statements
issued for fiscal years and interim periods beginning after November 15,
2008, with early application permitted. The adoption of FASB 161 is not expected
to have a material impact on the Company’s financial position.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. SFAS 162 is effective 60 days following
the SEC’s approval of PCAOB Auditing Standard No. 6 Evaluating Consistency of
Financial Statements.  The adoption of FASB 162 is not expected to
have a material impact on the Company’s financial position.
 
 In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. SFAS 163 is effective for financial statements
issued for fiscal years beginning after December 15, 2008 and interim periods
within those fiscal years. The adoption of FASB 163 is not expected to have a
material impact on the Company’s financial position.
 
  8
 MONEY4GOLD
HOLDINGS, INC. AND SUBSIDIARY (f/k/a EFFECTIVE PROFITABLE SOFTWARE,
INC.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF JUNE 30,
2008
 (UNAUDITED)
  NOTE
2     RELATED PARTY
TRANSACTIONS
 
 The
Company’s officers have loaned the Company working capital in the form of
unsecured demand notes.  At June 30, 2008, the Company owed
$61,146.  There are no terms on the notes and the Company expects to
retire these notes during the year 2008.  The Company is accruing
interest at a rate of 4% per annum and classifying the expense as an in-kind
contribution.
 
 In April
2008, the Company received a working capital advance of $10,000 from a related
party shareholder.  The loan is due on demand, unsecured and bears
interest at 8%.  The interest rate increases by 2% on the anniversary
date of the loan until it is retired.
 
 During
June 2008, a related party stockholder made a capital contribution of
$55,304.
 
 NOTE
3     STOCKHOLDERS’
EQUITY
 
 (A) Issuance of Common Stock
to Founders
 
 On
February 23, 2004, the company issued 111,561,789 shares of common stock to the
Company’s officers for services regarding the initial start up of the
Company.  The value of these shares was $900, or $.000008 per
share.
 
 (B) Stock Issued for
Cash
 
 During
the period ended December 31, 2004, the Company undertook a private placement
issuance, Regulation D Rule offering whereby 5,652,464 shares of common stock
were issued for cash of $45,600, or $0.008067 per share.
 
 During
the year ended December 31, 2005, the Company issued 1,239,575 shares to an
investor for cash of $10,000, or $0.008067 per share.  During the
three months ended March 31, 2006, the Company issued 1,239,575 shares to an
investor for cash of $10,000 or $0.008067 per share.
 
  9
 MONEY4GOLD
HOLDINGS, INC. AND SUBSIDIARY (f/k/a EFFECTIVE PROFITABLE SOFTWARE,
INC.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF JUNE 30,
2008
 (UNAUDITED)
  During
the year ended December 31, 2005 the company issued 4,214,556 shares to two
investors for cash of $34,000, or $0.008067 per share.
 
 (C) Stock Issued in
      Reverse Merger
 
 On May
10, 2005, Effective Profitable Software, Inc. exchanged 6,197,877 shares of
common stock for all the outstanding shares of EPS.
 
 (D) Stock Issued for
Services
 
 On April
1, 2004, the Company issued 1,239,575 shares of common stock for legal
services.  The value of these shares was $10, 000 or $0.00867 per
share.
 
 During
the last quarter of 2004, the Company issued 6,197,877 shares of common stock
for services.  The value of these shares was $50,000, or $0.00867 per
share.
 
 In
January 2005, the Company issued 1,239,575 shares of common stock for
services.  The value of these shares was $10,000, or $0.00867 per
share.
 
 (E) In-Kind
Contribution
 
 During
the period ended December 31, 2004, $646 of in-kind contributions relating to
imputed interest on related party loans was recorded.
 
 During
the year ended December 31, 2005, $1,787 of in-kind contributions relating to
imputed interest on related party loans was recorded.
 
 During
the year ended December 31, 2006, $1,248 of in kind contributions relating to
imputed interest on related party loans was recorded.
 
 During
the year ended December 31, 2006, $54,500 of in-kind contributions relating to
compensation of officers was recorded.
 
 During
the year ended December 31, 2006, $1,500 of in-kind contributions relating to
automobile allowance was recorded.
 
 During
the year ended December 31, 2007, $2,142 of in-kind contributions relating to
imputed interest on related party loans was recorded.
 
  10
 MONEY4GOLD
HOLDINGS, INC. AND SUBSIDIARY (f/k/a EFFECTIVE PROFITABLE SOFTWARE,
INC.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF JUNE 30,
2008
 (UNAUDITED)
  During
the year ended December 31, 2007, $54,500 of in-kind contributions relating to
compensation of officers was recorded.
 
 During
the six months ended June 30, 2008, $1,240 of in-kind contribution relating to
imputed interest on related party loans was recorded.
 
 During
the six months ended June 30, 2008, $27,250 of in-kind contributions relating to
compensation of officers was recorded.
 
 During
June 2008, a related party stockholder made a capital contribution of
$55,304.
 
 (F) Stock
Split
 
 On May
20, 2005, the Board of Directors approved a 5 for 1 forward stock split for all
shareholders of the Company as of May 10, 2005.  Per share weighted
average share amounts have been retroactively restated in the accompanying
audited financial statements and related notes to reflect this
split.
 
 On June
2, 2008, the Board of Directors approved a 2.479150872 for 1 forward stock split
for all shareholders of the Company as of June 2, 2008.  Per share
weighted average share amounts have been retroactively restated in the
accompanying financial statements and related notes to reflect this split.
 
 (G)
Contribution of Common Stock
 
 During
May 2008, a stockholder contributed 37,807,051 post split shares of common stock
to the Company for no consideration.  The shares were cancelled by the
Company upon receipt.
 
 
 NOTE
4     GOING
CONCERN
 
 As
reflected in the accompanying financial statements, the Company is in the
development stage with no revenue, has a working capital deficiency of $74,547,
a stockholder’s deficiency of $71,453 and has a negative cash flow from
operations of $210,042 from inception.  This raises substantial doubt
about its ability to continue as a going concern.  The ability of the
Company to continue as a going concern is dependent on the Company’s ability to
raise additional capital and implement its business plan.  The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
 
  11
 MONEY4GOLD
HOLDINGS, INC. AND SUBSIDIARY (f/k/a EFFECTIVE PROFITABLE SOFTWARE,
INC.)
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS OF JUNE 30,
2008
 (UNAUDITED)
  Management
believes that actions presently being taken to obtain additional funding and
implement its strategic plans provide the opportunity for the Company to
continue as a going concern.
 
 NOTE
5     SUBSEQUENT
EVENTS
 
 On July
23, 2008, the Company entered into a Stock Purchase and Share Exchange agreement
(the “Exchange Agreement”) with Money4Gold, Inc.  As part of the
Exchange Agreement, two principal stockholders agreed to cancel 74,904,315
shares of common stock on July 23, 2008 and the Company issued 52,350,002 shares
of common stock and will issue upon the approval of stockholders 14,100,000
shares of preferred stock in exchange for all issued and outstanding shares of
common stock of Money4Gold, Inc.  The Company accounted for the
transaction as a reverse acquisition and recapitalization of Money4Gold,
Inc.  Pursuant to the Exchange Agreement, on July 23, 2008, the
Company amended its Articles of Incorporation changing the name of the Company
to Money4Gold Holdings, Inc.
 On July
23, 2008, the Company’s Board of Directors and shareholders, subject to the
effectiveness of Schedule 14C, approved the following changes to the Company’s
articles of incorporation; a name change to Money4gold Holdings, Inc., an
increase in the number of authorized common shares to 200,000,000 with a par
value of $0.0001 and 25,000,000 series A Preferred Shares with a  par
value of $0.0001 with the following designations: no voting rights, no
dividends, no liquidation preference and conversion of each preferred series A
share to one share of common stock at the option of the series A
holder.




12






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





The
following discussion and analysis provides information which management believes
is relevant to an assessment and understanding of our financial condition. The
discussion should be read in conjunction with our financial statements and notes
thereto appearing in this prospectus. The following discussion and analysis
contains forward-looking statements, which involve risks and uncertainties. Our
actual results may differ significantly from the results, expectations and plans
discussed in these forward- looking statements.




Overview




On May
10, 2005, pursuant to a Stock Purchase Agreement and Share Exchange between us
and EPS, Inc., an Arkansas corporation, and the shareholders of EPS, we
purchased all of the outstanding shares of EPS for the issuance of 10,156,000
shares of our stock to the EPS shareholders. Pursuant to the Agreement, EPS
became a wholly owned subsidiary of the Company. Pursuant to the terms of the
Agreement, we filed Articles of Amendment with the State of Delaware changing
our name to Effective Profitable Software, Inc. Based on the acquisition of
EPS, we changed our business focus to become an evaluation software company
which focuses on bringing affordable evaluation tools to the general
public.


On May
20, 2005, our directors and shareholders approved a 5-1 forward split of our
outstanding common shares increasing the amount of shares owned by these
shareholders to 51,280,000 shares.





On June
2, 2008, our directors approved a 2.479150872-1 forward split of our outstanding
common shares increasing the amount of shares owned by these shareholders to
91,679,011 shares.




Plan of
Operations




After the
acquisition of EPS, our business plan focused on developing in house proprietary
software for evaluation of markets, stocks, commodities, and other financial
instruments. We had developed an innovative financial markets evaluation system
we call the TimingWave.  Our business plan focused on preparing and
executing a marketing plan to develop our subscription base. The majority of our
member base was intended to be obtained from two sources: search engine
results and links placed in online market timing directories via link exchange
programs.
  However,
we do not have enough cash to satisfy our minimum cash requirements for the next
twelve months. We require additional funds to increase marketing, to expand
operations, and for further development of our website. To date, our officers
and directors have provided us with the funds that we need until we start
producing revenue or can acquire funds from other sources. No revenues have been
generated to date and we expect limited revenues until we raise additional funds
and therefore we will continue to operate on a reduced budget until such
time.


To date
we have not been able to raise additional funds through either debt or equity
offerings. This raises substantial doubt about our ability to continue as a
going concern. Our ability to continue as a going concern is dependent on our
ability to raise additional capital and implement our business plan. The
financial statements do not include any adjustments that might be necessary if
we are unable to continue as a going concern.  Without this additional
cash we have been unable to pursue our plan of operations and commence
generating revenue. We believe that we may not be able to raise the necessary
funds to continue to pursue our business operations. If we cannot raise funds in
the immediate future, we intend to cease the pursuit of our business plan and
actively seek out and investigate possible business opportunities with the
intent to acquire or merge with one or more business ventures.







13






As a
result of the foregoing, we have recently begun to explore our options regarding
the development of a new business plan and direction. We are currently engaged
in discussions with a company regarding the possibility of a reverse triangular
merger (the “Merger”) involving our company.





Subsequent
Events





We
acquired a precious metals company in accordance with a Share Exchange Agreement
dated July 23, 2008 (“Exchange Agreement”) with Money4Gold, Inc., a Delaware
corporation (“Money4Gold”), and the Shareholders of Money4Gold.  The
closing of the transaction took place on July 23, 2008 (the “Closing
Date”).   On the Closing Date, pursuant to the terms of the
Exchange Agreement, we acquired all of the outstanding capital stock and
ownership interests of Money4Gold (the “Interests”) from the Money4Gold
Shareholders; and the Money4Gold Shareholders transferred and contributed all of
their Interests to us. In exchange, we issued to the Money4Gold Shareholders
52,350,002 shares of our common stock and 14,100,000 shares of our preferred
stock, subject to shareholder approval of an amendment to our Articles of
Incorporation creating a class of preferred shares.  Pursuant to the
terms of the Exchange Agreement, Richard Torti and Gary Moore cancelled a total
of 74,994,315 shares of Money4Gold Holdings common stock.




Money4Gold
is principally engaged in soliciting individuals interested in selling unwanted
items containing precious metals and providing those individuals with the means
and materials necessary to send those items in to the company, purchasing the
items at scrap price and then process/refine the materials into their pure
form.




On the Closing Date, Money4Gold became our wholly owned
subsidiary.  Money4Gold owns 100% of the membership interests of HD
Capital Holdings, LLC, a Delaware limited liability company (“HD Capital”) and
of Money4Gold W.Y., Inc., a Wyoming corporation (“Money4Gold WY”).  On
July 23, 2008, we amended our Articles of Incorporation to change our name to
Money4Gold Holdings, Inc.





Pursuant
to the Exchange Agreement, Mr. Gary Moore, our former President, Chief
Executive Officer and Director; Mr. Don Bratcher, our former Vice
President, Chief Financial Officer and Director; and Mr. Dick Torti our former
Vice President resigned from all positions held with the Company; and the
following new officers and directors were appointed.




NAME
            AGE
            POSITIONHakan
      Koyuncu
            33
            Chief
      Executive Officer and Vice Chairman of the BoardScott
      Frohman
            40
            Chairman
      of the BoardDaniel
      Brauser
            27
            President,
      Chief Operating Officer, Chief Financial Officer and
    DirectorJason
      Rubin
            25
            Director




Capital
Resources and Liquidity




Our
balance sheet as of June 30, 2008 reflects assets of $4,710, consisting of cash
of $1,616, property and equipment of $2,344 and deposits of $750. Total
liabilities as of June 30, 2008 were $76,163, consisting of accounts payable of
$5,018, and stockholder loans of $71,145.  We currently do not have
enough cash to continue operations for one year.




Going
Concern Consideration




As
reflected in the accompanying financial statements, we are in the development
stage with no revenue, a working capital deficiency of $74,547, a stockholder’s
deficiency of $71,453 and a negative cash flow from operations of $63,393 from
inception. Accordingly, there is substantial doubt about our ability to continue
as a going concern. Our ability to continue as a going concern is dependent on
our ability to raise additional capital and implement our business plan. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.





We
believe that actions presently being taken to obtain additional funding and
implement our strategic plans provide the opportunity for us to continue as a
going concern.






14






Critical
Accounting Policies




Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenue and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use if estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.




Our
significant accounting policies are summarized in Note 1 of our financial
statements. While all these significant accounting policies impact our financial
condition and results of operations, we view certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on our financial statements and require management to
use a greater degree of judgment and estimates. Actual results may differ from
those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our consolidated results of
operations, financial position or liquidity for the periods presented in this
report.






15






Recent
Accounting Pronouncements





In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51”.  This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners.  SFAS No. 160
affects those entities that have an outstanding noncontrolling interest in one
or more subsidiaries or that deconsolidate a subsidiary.  SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of FASB 160 is not expected to have a material impact on the Company’s
financial position.





In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS161). This statement is intended
to improve transparency in financial reporting by requiring enhanced disclosures
of an entity’s derivative instruments and hedging activities and their effects
on the entity’s financial position, financial performance, and cash flows.SFAS161 applies to all derivative
instruments within the scope of SFAS 133, “Accounting for Derivative Instruments
and Hedging Activities” (SFAS 133) as well as related hedged items, bifurcated
derivatives, and nonderivative instruments that are designated and qualify as
hedging instruments. Entities with instruments subject toSFAS161 must provide more robust
qualitative disclosures and expanded quantitative disclosures.SFAS161 is effective prospectively for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application permitted. The adoption of FASB
161 is not expected to have a material impact on the Company’s financial
position.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. SFAS 162 is effective 60 days following
the SEC’s approval of PCAOB Auditing Standard No. 6 Evaluating Consistency of
Financial Statements.  The adoption of FASB 162 is not expected to
have a material impact on the Company’s financial position.





In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. SFAS 163 is effective for financial statements
issued for fiscal years beginning after December 15, 2008 and interim periods
within those fiscal years. The adoption of FASB 163 is not expected to have a
material impact on the Company’s financial position.





Off Balance Sheet
Transactions





None.







16






Item
3. Quantitative and Qualitative Disclosures About Market Risk





The
Company is subject to certain market risks including changes in interest rates.
 The Company does not undertake any specific actions to limit those
exposures.




Item
4T.  Controls and Procedures





Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Accounting Officer (“CAO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CAO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CAO, as appropriate, to allow timely decisions regarding required
disclosure.





Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of consolidated financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.  There has been no change in
the Company’s internal control over financial reporting during the quarter ended
June 30, 2008 that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.




There
have been no significant changes in the Company’s internal controls or in other
factors that could significantly affect internal controls subsequent to the date
the Chief Executive Officer and the Chief Accounting Officer carried out this
evaluation.






17






PART
II - OTHER INFORMATION




Item
1. Legal Proceedings.




There is
no litigation pending or threatened by or against us.





Item
1A. Risk Factors





None





Item
2. Unregistered Sales of Equity Securities and Use of Proceeds




On June
2, 2008, the Board of Directors approved a 2.479150872 for 1 forward stock split
for all shareholders of the Company as of June 2, 2008.





During
May 2008, a stockholder contributed 37,807,051 post split shares of common stock
to the Company for no consideration.  The shares were cancelled by the
Company upon receipt.





Item
3. Defaults Upon Senior Securities.




None




Item
4. Submission of Matters to a Vote of Security Holders.




None.




Item
5. Other Information.




None




Item
6. Exhibits and Reports of Form 8-K.




(a)           Exhibits




31.1         302
Certification of Chief Executive Officer




31.2         302
Certification of Chief Financial Officer




32.1         906
Certification of Chief Executive Officer




32.2         906
Certification of Chief Financial Officer




(b)           Reports
of Form 8-K




None







18






SIGNATURES




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




MONEY4GOLD
HOLDINGS, INC.




Signature
            Title
            Date/s/
      Hakan Koyuncu
            Chief
      Executive Officer, Director
            August
      19, 2008Hakan
      Koyuncu/s/
      Daniel Brauser
            President,
      Chief Financial Officer, Director
            August
      19, 2008Daniel
      Brauser