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
      1934For
      the quarterly period ended: September 30, 2008oro
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from: _____________ to
  _____________





MONEY4GOLD
HOLDINGS, INC.


(Exact
name of registrant as specified in its charter)





Delaware
            000-50494
            98-0412432(State
      or Other Jurisdiction
            (Commission
            (I.R.S.
      Employerof
      Incorporation)
            File
      Number)
            Identification
      No.)





595
South Federal Highway, Suite 600


Boca
Raton, Florida, 33432


(Address
of Principal Executive Office) (Zip Code)




(561)
544-2451


(Registrant's
telephone number, including area code)




N/A


(Former
name, former address and former fiscal year, if changed since last
report)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be filed by Section 13 or 15(d) of theSecurities
      Exchange Act of 1934 during the preceding 12 months (or for such shorter
      period that the registrant was required
      to file such reports), and (2) has been subject to such filing
      requirements for the past 90 days.x
            Yes
            o
            NoIndicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer., or a smaller reporting
      company.Large
      accelerated filer
            o
            
            
            Accelerated
      filer
            oNon-accelerated
      filer
            o
            
            
            Smaller
      reporting company
            xIndicate
      by check mark whether the registrant is a shell company (as defined in
      Rule 12b-2 of the Act).
            o
            Yes
            x
            NoIndicate
      the number of shares outstanding of each of the issuer's classes of common
      stock, as of the latest practicable date.The
      number of outstanding shares of the issuer's common stock as of November
      17, 2008 was 78,284,698.APPLICABLE
      ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCYPROCEEDINGS
      DURING THE PRECEDING FIVE YEARS:Indicate
      by check mark whether the registrant has filed all documents and reports
      required to be filed by Section 12, 13 or 15(d) of the Securities Exchange
      Act of 1934 subsequent to the distribution of securities under a plan
      confirmed by a
      court.o
            Yes
            o
            No


PagePART
      I - FINANCIAL INFORMATIONItem
      1.
                Consolidated
      Financial Statements.
                
                1Consolidated
      Balance Sheets (Unaudited)
                
                1Consolidated
      Statements Of Operations (Unaudited)
                
                2Consolidated
      Statements Of Cash Flows (Unaudited)
                
                3Notes
      To Consolidated Financial Statements (Unaudited)
                
                4Item
      2.
                Management's
      Discussion and Analysis of Financial Condition and Results of
      Operation
                
                13Item
      3.
                Qualitative
      and Quantitative Disclosures about Market Risk
                
                16Item
      4.
                Controls
      and Procedures
                
                16Item
      4T.
                Controls
      and Procedures
                
                16PART
      II - OTHER INFORMATION
                
                17Item
      1.
                Legal
      Proceedings.
                
                17Item
      1A.
                Risk
      Factors.
                
                17Item
      2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds.
                
                17Item
      3.
                Defaults
      Upon Senior Securities.
                
                17Item
      4.
                Submission
      of Matters to a Vote of Security Holders.
                
                17Item
      5.
                Other
      Information.
                
                17Item
      6.
                Exhibits.
                
                17SIGNATURES
                
                18




PART
I - FINANCIAL INFORMATION




Item
1.     Consolidated Financial Statements.




Money4Gold
Holdings, Inc. and Subsidiaries


Consolidated Balance
Sheets
 
  
 September 30, 2008
              
              
              March 31, 2008(Unaudited)
              
              
              (Audited)AssetsCurrent
      Assets:Cash
      and cash equivalents
              
              $
              1,575,738
              
              
              $
              35,410Accounts
      receivable - related party
              
              
              99,113
              
              
              -Inventory
              
              
              48,460
              
              
              -Prepaid
      asset - related party
              
              
              187,627
              
              
              -Other
      current assets
              
              
              5,790
              
              
              -Total
      Current Assets
              
              
              1,916,728
              
              
              
              35,410Other
      Assets:Intangible
      assets - net
              
              
              341,532
              
              
              
              3,750Prepaid
      asset - related party
              
              
              687,966
              
              
              -Other
      assets
              
              
              20,944
              
              
              -Total
      Other Assets
              
              
              1,050,442
              
              
              
              3,750Total
      Assets
              
              $
              2,967,170
              
              
              $
              39,160Liabilities
      and Stockholders' EquityCurrent
      Liabilities:Accounts
      payable
              
              $
              83,243
              
              
              $
              3,685Accounts
      payable - related party
              
              
              328,735
              
              
              -Accrued
      expenses
              
              
              12,089
              
              
              -Total
      Current Liabilities
              
              
              424,067
              
              
              
              3,685Stockholders'
      Equity:Series
      A, convertible preferred stock, ($0.0001 par value, 25,000,000 shares
      authorized, 14,100,000 issued and outstanding)
              
              
              1,410
              
              
              -Common
      stock, ($0.0001 par value, 200,000,000 shares authorized,77,034,695 and 967,965 shares issued and
      outstanding)
              
              
              7,704
              
              
              
              97Additional
      paid in capital
              
              
              3,557,505
              
              
              
              52,940Accumulated
      deficit
              
              
              (1,023,516
              )
              
              
              (17,562
              )Total
      Stockholders' Equity
              
              
              2,543,103
              
              
              
              35,475Total
      Liabilities and Stockholders' Equity
              
              $
              2,967,170
              
              
              $
              39,160
   1
  Money4Gold
Holdings, Inc. and Subsidiaries
 Consolidated Statements of
Operations
 (Unaudited)
  For
      the Period fromFor
      the Three
                
                
                February
      14, 2008Months
      Ended
                
                
                (Inception)
      toSeptember
      30, 2008
                
                
                September
      30, 2008Revenues
      - related party
                
                $
                735,024
                
                
                $
                735,024Cost
      of revenue
                
                
                434,833
                
                
                
                455,333Gross
      profit
                
                
                300,191
                
                
                
                279,691Operating
      expensesGeneral
      and administrative
                
                
                1,034,948
                
                
                
                1,303,672Total
      operating expenses
                
                
                1,034,948
                
                
                
                1,303,672Loss
      from operations
                
                
                (734,757
                )
                
                
                (1,023,981
                )Other
      incomeInterest
      income
                
                
                465
                
                
                
                465Total
      other income
                
                
                465
                
                
                
                465Net
      loss
                
                $
                (734,292
                )
                
                $
                (1,023,516
                )Net
      loss per share - basic and diluted
                
                $
                (0.01
                )
                
                $
                (0.03
                )Weighted
      average number of shares outstanding during the period - basic
      and diluted
                
                
                61,403,716
                
                
                
                37,658,512
  2
  Money4Gold
Holdings, Inc. and Subsidiaries
 Consolidated
Statements of Cash Flows
 For the Period from February
14, 2008 (inception) to September 30, 2008
 (Unaudited)
  CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                
                $
                (1,023,516
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Stock
      issued for services - related party
                
                
                3,037Amortization
                
                
                82,875Changes
      in operating assets and liabilities:(Increase)
      Decrease in:Accounts
      receivable - related party
                
                
                (99,113
                )Inventory
                
                
                (48,460
                )Other
      current assets
                
                
                (5,790
                )Other
      assets
                
                
                (20,944
                )Increase
      (Decrease) in:Accounts
      payable
                
                
                80,513Accounts
      payable - related party
                
                
                328,735Accrued
      expenses
                
                
                12,089Net
      Cash Used In Operating Activities
                
                
                (690,574
                )CASH
      FLOWS FROM INVESTING ACTIVITIES:Cash
      paid to acquire intangible assets
                
                
                (70,000
                )Net
      Cash Used in Investing Activities
                
                
                (70,000
                )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from private placement
                
                
                2,400,000Proceeds
      from stock issued to founders
                
                
                50,000Cash
      paid as offering costs
                
                
                (113,688
                )Net
      Cash Provided By Financing Activities
                
                
                2,336,312Net
      Increase in Cash and Cash Equivalents
                
                
                1,575,738Cash
      and Cash Equivalents - Beginning of Period
                
                
                -Cash
      and Cash Equivalents - End of Period
                
                $
                1,575,738SUPPLEMENTARY CASH
      FLOW INFORMATION:Cash
      Paid During the Period for:Income
      taxes
                
                $
                -Interest
                
                $
                -SUPPLEMENTARY
      DISCLOSURE OF NON-CASH INVESTING AND FINANCING
      ACTIVITIES:Stock
      issued for future services and non-compete intangible - related
      party
                
                $
                1,230,000
 3
  Note 1 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 United States Securities and Exchange
Commission for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the
information and footnotes necessary for a comprehensive presentation of
financial position, results of operations, or cash flows. 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 statement
presentation. The results for the interim period are not necessarily indicative
of the results to be expected for the full year.





The
unaudited interim financial statements should be read in conjunction with the
Company's Form 8-K filed on July 29, 2008.  The interim results for
the period ended September 30, 2008 are not necessarily indicative of the
results for the full fiscal year.





Note 2 Nature of Operations
and Summary of Significant Accounting Policies





Nature
of Operations, Reorganization and Reverse Acquisition





Money4Gold
Holdings, Inc. (“M4GHI” or the “Company”) is a Delaware corporation incorporated
in 2003.  On July 23, 2008, M4GHI changed its name to Money4Gold
Holdings, Inc. from Effective Profitable Software, Inc. (“EPS”). Also on July
23, 2008, the Company, which was then inactive, acquired Money4Gold, Inc.
(“M4G”) in a Share Exchange Agreement issuing 52,350,002 shares of common stock
and 14,100,000 shares of Series A, convertible preferred stock.The then principal
shareholders of the Company cancelled 74,994,315 shares of common stock in
connection with the share exchange. Through direct marketing and online
advertising, the Company purchases precious metals from the public, through a
refinery partner refines these items into their pure state and sells them on the
spot market.
 M4GHI
currently has three subsidiaries – M4G, HD Capital Holdings, LLC (“HD”) and
Money4Gold W.Y., Inc. (“M4GWY”)


HD was
incorporated in Delaware on February 14, 2008.





M4G was
incorporated in Delaware on March 26, 2008.





M4GWY was
incorporated in Delaware on July 8, 2008.





(A)
Unit Exchange between HD and M4G





On April
1, 2008, HD entered into a unit purchase agreement with M4G and exchanged all of
its 10,000 outstanding membership units for 11,828,413 shares of Class A common
stock and 5,152,000 shares of Class B common stock of M4G.  M4G was
inactive at the time of the exchange.




In
substance, upon completing the exchange, there was no material change in control
as the related party shareholders post-exchange were the same as the unit
holders pre-exchange.  The Company effectively changed its tax status
from a pass-through entity to a "C" corporation.





There was
no financial accounting impact for this transaction as it represented a
corporate reorganization.  The Company believes that the guidance in
SFAS No. 141 as it pertains to common control would be relevant.  As a
result, the Company accounted for the exchange at cost. Accordingly, there was
no step-up in fair value, and there was no recognition of intangible assets in
the exchange and no goodwill or associated allocation was
required.  The Company also believes that related accounting for
reverse acquisitions and recapitalizations is not applicable. Finally, the
provisions of SFAS No. 141 as it relates to the presentation of pro-forma
financial information did not apply.





Although
M4G effected the reverse acquisition and recapitalization with M4GHI, HD was
considered a predecessor to M4G, therefore, the results of operations and cash
flows are from the inception of HD.





(B) Share
Exchange between M4GWY and M4G





On July
16, 2008, M4GWY entered into a share exchange agreement with M4G and
exchanged all of its 20,000 outstanding shares of common stock for one
share of Class A common stock of M4G. The purpose of this reorganization was for
competitive business advantages.


4





In
substance, upon completing the exchange, there was no material change in control
as the related party shareholders post-exchange were the same as the unit
holders pre-exchange.  The Company effectively changed its tax status
from a pass-through entity to a “C” corporation.


There was
no financial accounting impact for this transaction as it represented a
corporate reorganization.  The Company believes that the guidance in
SFAS No. 141 as it pertains to common control would be relevant.  As a
result, the Company accounted for the exchange at cost. Accordingly, there was
no step-up in fair value, and there was no recognition of intangible assets in
the exchange and no goodwill or associated allocation was
required.  The Company also believes that related accounting for
reverse acquisitions and recapitalizations is not applicable. Finally, the
provisions of SFAS No. 141 as it relates to the presentation of pro-forma
financial information did not apply.





(C)
Reverse Acquisition and Recapitalization





On July
23, 2008, EPS, a then shell corporation, merged with M4G and M4G became the
surviving corporation. This transaction was accounted for as a reverse
acquisition. EPS did not have any operations and majority-voting control was
transferred to M4G.  The transaction also requires a recapitalization
of M4G. Since M4G acquired a controlling voting interest, it was deemed the
accounting acquiror, while EPS was deemed the legal acquiror. The historical
financial statements of the Company are those of M4G, and of the consolidated
entities from the date of merger and subsequent.





Since the
transaction is considered a reverse acquisition and recapitalization, the
guidance in SFAS No. 141 does not apply for purposes of presenting
pro-forma financial information.





Pursuant
to the merger, EPS's majority stockholder cancelled 74,994,315 shares of common
stock and the Company concurrently issued 52,350,002 shares of common stock and
14,100,000 shares of Series A, convertible preferred stock to M4G. Upon the
closing of the reverse acquisition, M4G stockholders held 76% of the issued and
outstanding shares of common stock.





In
connection with the reverse acquisition and recapitalization, all share and per
share amounts have been retroactively restated.





Principles
of Consolidation





All
significant intercompany accounts and transactions have been eliminated in
consolidation.





Minority
Interest





Under
generally accepted accounting principles, when losses applicable to the minority
interest in a subsidiary exceed the minority interest in the equity capital of
the subsidiary, the excess is not charged to the minority interest since there
is no obligation of the minority interest to make good on such
losses.  The Company, therefore, has included losses applicable to the
minority interest against its interest. If future earnings do materialize, the
Company will be credited to the extent of such losses previously
absorbed.  For financial reporting purposes, minority interest will
not be presented until the minority's share of profit exceeds its previously
recorded deficit.





Risks
and Uncertainties





The
Company operates in an industry that is subject to fluctuating prices of
precious metals and significant competition. The Company's operations are
subject to significant risk and uncertainties including financial, operational,
regulatory and other risks, including the potential risk of business
failure.





Use
of Estimates




The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.




Significant
estimates during 2008 included the valuation and estimated useful life of
intangible assets and related potential impairment and fair value of stock
issued to a related party for services.


5




Cash
and Cash Equivalents




The
Company considers all highly liquid instruments purchased with a maturity of
three months or less and money market accounts to be cash
equivalents.





The
Company minimizes its credit risk associated with cash by periodically
evaluating the credit quality of its primary financial institution. The balance
at times may exceed federally insured limits. At September 30, 2008 and March
31, 2008, there was a balance of $1,334,468 and $0, respectively, which exceeded
the federally insured limit.





Accounts
Receivable





Accounts
receivable represents obligations from a related party refiner that is subject
to normal collection terms.  The Company periodically evaluates the
collectability of its accounts receivable and considers the need to adjust an
allowance for doubtful accounts based upon historical collection experience and
specific customer information. Actual amounts could vary from the recorded
estimates.





During
the three months ended September 30, 2008 and for the period from February 14,
2008 (inception) to September 30, 2008, the Company has not recorded any
provision for doubtful accounts.





Inventory





At
September 30, 2008, the Company had inventory consisting of precious metals,
which included gold, silver and platinum. During the three months ended
September 30, 2008 and for the period from February 14, 2008 (inception) to
September 30, 2008, there were no write-downs to net realizable value due to
obsolescence.





The
Company's inventory is physically held at the refiner, a related
party.





Long
Lived Assets





In
accordance with Statement of Financial Statements SFAS No. 144, "Accounting for Impairment or Disposal of Long-Lived
Assets", the Company carries long-lived assets at the lower of the
carrying amount or fair value. Impairment is evaluated by estimating future
undiscounted cash flows expected to result from the use of the asset and its
eventual disposition. If the sum of the expected undiscounted future cash flow
is less than the carrying amount of the assets, an impairment loss is
recognized. Fair value, for purposes of calculating impairment, is measured
based on estimated future cash flows, discounted at a market rate of
interest.





There
were no impairment losses recorded during the three months ended September 30,
2008 or for the period from February 14, 2008 (inception) to September 30,
2008.




Website
Development





The
Company has adopted the provisions of EITF 00-2, "Accounting for Web Site Development
Costs."  Costs incurred in the planning stage of a website are
expensed while costs incurred in the development stage are capitalized and
amortized over the estimated three-year life of the asset.





Software
Development





The
Company has adopted the provisions of AICPA Statement of Position SOP No. 98-1,
"Accounting for the Costs of
Software Developed or Obtained for Internal Use."  The type of
costs incurred by the Company in developing its web site included the price of
computer software purchased from third parties.





The
Company makes ongoing evaluations of the recoverability of its capitalized web
site and software by comparing the amount capitalized for each module or
component to their estimated net realizable values.  If such
evaluations indicate that the unamortized costs exceed the net realizable
values, the Company writes off the amount by which the unamortized costs exceed
the net realizable values.  There were no impairment charges taken
during the period from February 14, 2008 (inception) to September 30,
2008.




6





Revenue
Recognition





The
Company follows the guidance of the Securities and Exchange Commission’s Staff
Accounting Bulletin No. 104 for revenue recognition.  The Company records
revenue when all of the following have occurred: (1) persuasive evidence of an
arrangement exists, (2) product delivery has occurred, (3) the sales price to
the customer is fixed or determinable, and (4) collectability is reasonably
assured.
 
 The
Company earns revenue from the sale of melted precious metals including Gold,
Silver and Platinum.  Revenue is recorded upon acceptance of the
material by the refiner.  The Company permits no returns from the
refiner. Once the product the Company has purchased has been held in inventory
by the refiner for 10 days, the party who the Company acquired inventory from is
not entitled to request the return of the inventory, at this time, the acquired
inventory is ready for the melting process.


Cost
of Sales





The
Company includes in cost of sales the cost of precious metal purchases, refining
fees, marketing and freight costs to acquire inventory, fulfillment cost to
process the handling and preparation of our
mail-order kit (the "G-Pak"), and the G-Pak printing
materials.  The G-Pak contains all the necessary prepaid envelopes,
documents, and printing supplies necessary to acquire precious metals from our
customers.




Advertising





In
accordance with Accounting Standards Executive Committee Statement of Position
93-7, costs incurred for producing and communicating advertising of the Company,
are charged to operations as incurred.  Advertising expense for the
three months ended September 30, 2008 and the period from February 14, 2008
(inception) to September 30, 2008 was $482,261 and $562,191,
respectively.





Stock-Based
Compensation





All
share-based payments to employees is recorded and expensed in the statement of
operations as applicable under SFAS No. 123R "Share-Based
Payment".  For the period from February 14, 2008 (inception) to
September 30, 2008, the Company has not issued any stock based compensation to
employees.





Non-Employee
Stock Based Compensation





Stock-based
compensation awards issued to non-employees for services is recorded at either
the fair value of the services rendered or the instruments issued in exchange
for such services, whichever is more readily determinable, using the measurement
date guidelines enumerated in Emerging Issues Task Force Issue EITF No. 96-18,
"Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services" ("EITF 96-18").





Fair
Value of Financial Instruments





The
carrying amounts of the Company’s short-term financial instruments, including
accounts receivable – related party, inventory, prepaid asset –related party,
and other current assets, accounts payable, accounts payable – related
party and accrued expenses, approximates fair value due to the relatively short
period to maturity for these instruments.


Segment
Information





The
Company follows Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information."  During 2008, the Company
only operated in one segment; therefore, segment information has not been
presented.




7





Recent
Accounting Pronouncements





In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"("SFAS No. 157"), which clarifies the principle that fair value should be
based on the assumptions that market participants would use when pricing an
asset or liability.  It also defines fair value and established a
hierarchy that prioritizes the information used to develop
assumptions.  SFAS No. 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007.  The
adoption of SFAS No. 157 did not have a material effect on the Company's
financial position, results of operations or cash flows.




In
February 2007, the FASB issued SFAS 159, "The Fair Value Option for Financial
Assets and Financial Liabilities" ("SFAS No. 159"), which permits
entities to choose to measure many financial instruments and certain other items
at fair value. The unrealized gains and losses on items for which the fair value
option has been elected should be reported in earnings.  The decision
to elect the fair value option is determined on an instrument-by-instrument
basis, should be applied to an entire instrument and is
irrevocable.  Assets and liabilities measured at fair values pursuant
to the fair value option should be reported separately in the balance sheet from
those instruments measured using other measurement attributes.  SFAS
No. 159 is effective as of the beginning of the Company's 2008 year. The
adoption of SFAS No. 159 did not have a material effect on the Company's
financial position, results of operations or cash flows.





In
December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No 51" ("SFAS 160"). SFAS 160 establishes accounting and reporting
standards for ownership interests in subsidiaries held by parties other than the
parent, changes in a parent's ownership of a noncontrolling interest,
calculation and disclosure of the consolidated net income attributable to the
parent and the noncontrolling interest, changes in a parent's ownership interest
while the parent retains its controlling financial interest and fair value
measurement of any retained noncontrolling equity investment. SFAS 160 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years. Early adoption
is prohibited. The adoption of SFAS No. 160 is not expected to have a material
effect on the Company's financial position, results of operations or cash
flows.





In
December 2007, the FASB issued SFAS 141R,"Business Combinations"
("SFAS 141R"), which replaces FASB SFAS 141,"Business
Combinations".  This Statement retains the fundamental
requirements in SFAS 141 that the acquisition method of accounting be used for
all business combinations and for an acquirer to be identified for each business
combination. SFAS 141R defines the acquirer as the entity that obtains control
of one or more businesses in the business combination and establishes the
acquisition date as the date that the acquirer achieves control.  SFAS
141R will require an entity to record separately from the business combination
the direct costs, where previously these costs were included in the total
allocated cost of the acquisition.  SFAS 141R will require an entity
to recognize the assets acquired, liabilities assumed, and any non-controlling
interest in the acquired at the acquisition date, at their fair values as of
that date.  This compares to the cost allocation method previously
required by SFAS No. 141.  SFAS 141R will require an entity to
recognize as an asset or liability at fair value for certain contingencies,
either contractual or non-contractual, if certain criteria are
met.  Finally, SFAS 141R will require an entity to recognize
contingent consideration at the date of acquisition, based on the fair value at
that date.  This Statement will be effective for business combinations
completed on or after the first annual reporting period beginning on or after
December 15, 2008.  Early adoption of this standard is not permitted
and the standards are to be applied prospectively only.  Upon adoption
of this standard, there would be no impact to the Company's results of
operations and financial condition for acquisitions previously
completed.  The adoption of SFAS No. 141R is not expected to have a
material effect on the Company's financial position, results of operations or
cash flows.





In
January 2008, the SEC released SAB No. 110, which amends SAB No. 107 which
provided a simplified approach for estimating the expected term of a "plain
vanilla" option, which is required for application of the Black-Scholes option
pricing model (and other models) for valuing share options. At the time, the
Staff acknowledged that, for companies choosing not to rely on their own
historical option exercise data (i.e., because such data did not provide a
reasonable basis for estimating the term), information about exercise patterns
with respect to plain vanilla options granted by other companies might not be
available in the near term; accordingly, in SAB No. 107, the Staff permitted use
of a simplified approach for estimating the term of plain vanilla options
granted on or before December 31, 2007. The information concerning exercise
behavior that the Staff contemplated would be available by such date has not
materialized for many companies. Thus, in SAB No. 110, the Staff continues to
allow use of the simplified rule for estimating the expected term of plain
vanilla options until such time as the relevant data becomes widely available.
The Company does not expect its adoption of SAB No. 110 to have a material
impact on its financial position, results of operations or cash
flows.





In April
2008, the FASB issued FASB Staff Position ("FSP") SFAS No. 142-3, "Determination of the Useful Life of
Intangible Assets". This FSP amends the factors that should be considered
in developing renewal or extension assumptions used to determine the useful life
of a recognized intangible asset under FASB Statement No. 142, "Goodwill and Other Intangible
Assets"("SFAS 142"). The intent of this FSP is to improve the
consistency between the useful life of a recognized intangible asset under
SFAS 142 and the period of expected cash flows used to measure the fair
value of the asset under




8




SFAS
141R, and other GAAP. This FSP is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and interim periods within
those fiscal years. Early adoption is prohibited. The Company is currently
evaluating the impact of SFAS FSP 142-3, but does not expect the adoption of
this pronouncement will have a material impact on its financial position,
results of operations or cash flows.





In
October 2008, the FASB issued FSP FAS 157-3, "Determining the Fair Value of a
Financial Asset When the Market For That Asset Is Not Active" ("FSP FAS
157-3"), with an immediate effective date, including prior periods for which
financial statements have not been issued.  FSP FAS 157-3 amends FAS 157 to
clarify the application of fair value in inactive markets and allows for the use
of management's internal assumptions about future cash flows with appropriately
risk-adjusted discount rates when relevant observable market data does not
exist.  The objective of FAS 157 has not changed and continues to be the
determination of the price that would be received in an orderly transaction that
is not a forced liquidation or distressed sale at the measurement date. 
The adoption of FSP FAS 157-3 did not have a material effect on the Company's
financial position, results of operations or cash flows.





Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date and
are not expected to have a material impact on the financial statements upon
adoption.




Note 3 Intangible
Assets





(A)
            Non-Compete
      Agreement and Prepaid Refiner Services - Related
  Party





On May 1,
2008, M4G issued 3,817,143 shares of Class A common stock, for future refinery
services and a non-compete agreement, having a fair value of $1,230,000
($0.3859/share).  In determining the fair value of these issued
shares, management considered factors such as M4G status as a private entity at
the time of the share issuance.  Additionally, the Company’s
management used various valuation techniques such as incorporating elements of
enterprise value, present value of discounted cash flows, forecasts and
projections based upon limited current and actual historical data, valuation of
the Company’s private placement occurring at the same time as the reverse
acquisition closing, as well as consideration of discounts to market for lack of
marketability, rule 144 restrictions subject to registration rights agreements
and other reasonable market factors and financial measures for an entity that
was non-operational at the time of the share issuance.


The
future refinery services to be rendered include the receiving, grading,
inventory control and refining services.  Under the non-compete the
refinery is restricted from supporting a direct competitor or directly competing
against the company.  The shares were fully vested at the date of
issuance.  A board director of the Company is an officer of the
refiner.





The
Company allocated the total valuation of the share issuance to the non-compete
for $291,865 with the remaining $938,135 allocated to prepaid services. The
allocation was based on the weighted average of the relative fair values
ascribed to those assets. The Company has classified $187,627 as the current
portion of the prepaid, with the remaining $750,508 included as a long-term
asset.  The non-compete and intangible asset are being amortized over
the life of the service agreement, which is five years. Amortization expense for
the three months ended September 30, 2008 and for the period from February 14,
2008 (inception) to September 30, 2008 was $61,500 and $82,000,
respectively.





At
September 30, 2008, under SFAS No. 144, the Company determined that no
impairment was required.  The Company plans to assess the carrying
amount of the intangible asset and prepaid when evidence becomes available
regarding impairment as well as at each annual reporting period
date.





(B)
            Commercial
      Production Costs





During
September 2008, the Company paid $56,250 for the direct production costs of a
television advertisement commercial.  The commercials are in use as of
September 30, 2008 and are being amortized over the estimated useful life of
five years.  Amortization expense for the three months ended September
30, 2008 and for the period from February 14, 2008 (inception) to September 30,
2008 was $250 and $250, respectively.




9




(C)
Website Development Costs





In March
2008, the Company paid $3,750 to acquire its website.  Amortization
expense for the three months ended September 30, 2008 and for the period from
February 14, 2008 (Inception) to September 30, 2008 was $313 and $625,
respectively.  The website is included as a component of intangible
assets.





(D)
Internal Use Software Development





During
the period from February 14, 2008 (inception) to September 30, 2008, the Company
paid $10,000 to third party consultants in connection with the development of
proprietary software.  The software was in development through
September 30, 2008 and will be amortized over a three-year period commencing
October 1, 2008.  The software is included as a component of
intangible assets.





At
September 30, 2008, intangible assets consisted of:


Non-compete
      covenant
            
            $
            291,865Commercial
      production costs
            
            
            56,250Internal
      use software development
            
            
            10,000Website
      development cost
            
            
            3,750361,865Less:  accumulated
      amortization
            
            
            (20,333
            )Intangible
      assets - net
            
            $
            341,532





Note 4 Stockholders'
Equity





(A)
            Issuances
      in Accounting Acquiror





During
March 2008, HD issued 10,000 member units to its founders for $50,000
($5/unit).





On March
26, 2008, M4G issued 967,965 founder shares having a fair value of $3,037
($0.0031/share), based upon the services provided prior to incorporation by
three persons consisting of the Company's current Chairman of the Board, Chief
Executive Officer and President and Chief Financial Officer.





On April
1, 2008, HD entered into a unit purchase agreement with M4G and exchanged all of
its 10,000 outstanding membership units for 11,828,413 shares of Class A common
stock and 5,152,000 shares of Class B common stock of M4G.  The share
exchange was accounted for at par value and treated as a recapitalization
amongst two private entities.





On May 1,
2008, M4G issued 3,187,143 shares of Class A common stock, for future refinery
services and a non-compete agreement, having a fair value of $1,230,000
($0.3859/share).





On June
17, 2008, 637,429 shares of the Class B common shares were converted to Class A
common stock. This transaction was accounted for at par value.





Prior to
the Share Exchange with M4GHI, M4G agreed to issue 63,743 shares of its common
stock to a third party for services, having a fair value of $60,000
($0.94/share) based upon the fair value of the services to be provided. On
September 10, 2008, M4G and this third party entered into a Release Agreement
terminating all obligations of M4G for non-performance.  In November
2008, M4GHI’s board of directors intends to cancel and retire these
shares.  (See Note 6(A))


On July
23, 2008, the Company issued 52,350,002 shares of common stock in connection
with the reverse acquisition and recapitalization.




10





(B)
            Private
      Placement





During
the period July 23, 2008 through August 21, 2008, M4GHI sold 40 units at $60,000
per unit. Each unit consisted of 200,000 shares of common stock and three-year
warrants to purchase 200,000 shares of common stock at an exercise price of
$0.50 per share.  The warrants may be cashlessly exercised if after
one year of their issuance there is no effective registration statement for the
resale of the shares underlying the warrants.  Net proceeds were
$2,286,312 including cash paid as direct offering costs of
$113,688.


As a
result of the offering, the Company issued 8,000,000 shares of common stock and
8,000,000 warrants.





The
following is a summary of the Company's warrant activity:





Warrants
            
            
            Weighted Average Exercise
    PriceOutstanding -
      February 14, 2008 (inception)Granted
            
            
            8,000,000
            
            
            $
            0.50Exercised
            
            
            -
            
            
            $
            -Forfeited
            
            
            -
            
            
            $
            -Outstanding -
      September 30, 2008
            
            
            8,000,000
            
            
            $
            0.50Exercisable
      - September 30, 2008
            
            
            8,000,000
            
            
            $
            0.50




Warrants Outstanding
            
            
            Warrants ExercisableRange of
              exercise price
            
            
            Number
              Outstanding
            
            Weighted
              Average
              Remaining
              Contractual
              Life (in years)
            
            Weighted
              Average
              Exercise Price
            
            
            Number
              Exercisable
            
            
            Weighted
              Average Exercise Price$
            0.50
            
            
            
            8,000,000
            
            2.92
      years
            
            $
            0.50
            
            
            
            8,000,000
            
            
            $
            0.50




Note 5 Related Party
Transaction





During
the period March 1, 2008 through June 30, 2008, the Company paid $24,396 to an
affiliate of the Company's Chief Executive Officer for consulting services
rendered.





On May 6,
2008, the Company executed a one-year agreement with an affiliate of the
Company's Chief Executive Officer to provide consulting services.  The
Company agreed to pay $5,000 per month over the term of the agreement. Effective
July 1, 2008, the agreement was terminated.





During
the period from May 1, 2008 through September 30, 2008, the Company paid
$551,506 to an affiliate of the Company's Chief Executive Officer for leads that
the Company uses in seeking customers as part of its marketing services. Of the
total, $48,027 was expensed as a component of cost of sales.This related party
continues to provide services under a verbal agreement.





Note 6
Commitments





(A)
Third Party Consulting Agreement





On April
28, 2008, the Company entered into a commercial production agreement with a
third party to provide television and radio commercials.  The Company
was required to pay $105,000.  Of the total due, $75,000 was payable
as follows: $37,500 on or before May 30, 2008, $18,750 upon approval of script
outlines and $18,750 upon approval of rough cuts of the production spots for
television and radio.  The final $30,000 was payable in 31,872 shares
of restricted stock on or before June 15, 2008.  In addition, the
Company was to pay a monthly management fee of $15,000 per month commencing two
months after execution of the agreement, of which the first two months was
payable in 31,871 shares of restricted stock on or before August 1,
2008.  On September 10, 2008, a total of $56,250 of payments were made
and a release from the contract was granted with no further payments owing
including the 63,743 restricted shares that were to be issued.  (See
Note 4(A))


11


(B)
Employment Agreements







On July
15, 2008, the Company entered into separate two-year employment agreements with
the Chief Executive Officer and Chief Financial Officer.  These
officers will each receive compensation of $87,500 for the first six months,
$100,000 for the second six months, and $225,000 for the second year of the
agreements.


Note 7
Concentrations





Statement
of Position 94-6, "Disclosure
of Certain Significant Risks and Uncertainties", addresses corporate
vulnerability to concentrations.





For the
three months ended September 30, 2008 and for the period from February 14, 2008
(inception) to September 30, 2008, 100% of revenues and accounts receivable were
from one customer, the refiner, a related party.





For the
three months ended September 30, 2008 and for the period from February 14, 2008
(inception) to September 30, 2008, the Company had purchases from one vendor
totaling 44% and 42%, respectively.  At September 30, 2008, the
Company has 78% of its accounts payable from one vendor, a related
party.





Note 8 Subsequent
Events





On
October 20, 2008, the Company adopted the 2008 Equity Incentive Plan (the
“Plan”) covering 8,000,000 stock rights including options, restricted stock and
stock appreciation rights. Under the Plan, non-employee directors receive
initial and annual grants of options and restricted stock for their service as a
director and committee member. The initial grants vest over a three-year period
and the annual grants vest on June 30 of each year, subject to continued service
with the Company on the applicable vesting dates.




(A) Stock
Option Grants





The
Company granted 573,134 non-qualified stock options to contractors and
non-employee directors for services to be rendered.  The options are
exercisable over a five-year term at $0.67 per share. Of the total options
granted, 373,134 were issued to two non-employee directors under the terms of
the Plan vesting annually in equal increments over a three-year
period.  The remaining 200,000 options are fully
vested.  These options had a fair value of $303,016 using the
Black-Scholes option-pricing model.
 
 On
October 20, 2008, the Company granted 250,000 non-qualified stock options to two
non–employee contractors for future services.  The options are
exercisable over a five-year term, vesting quarterly in equal
installments.  These options are exercisable at $0.30 per share. These
options had a fair value of $144,875 using the Black-Scholes option-pricing
model.


The total
fair value of the options of $447,891 was based upon the use of a Black-Scholes
option-pricing model using the following assumptions:





Risk-free
      interest rate
            2.79%Expected
      dividend yield
            0%Expected
      volatility
            108%Expected
      life
            5
      yearsExpected
      forfeitures
            0%





(B) Stock
Issuance


On
October 8, 2008, the Company granted 1,250,000 shares of restricted common stock
to a consultant for future services.  The shares are fully vested and
were valued at $737,500 based upon the quoted closing trading price of the stock
as of the issuance date.
 On
October 20, 2008, the Company under the Plan issued 300,000 shares of restricted
stock to a director upon appointment to the Board. The shares vest in equal
increments annually over a three-year period, subject to continued service as a
director on each applicable vesting date. This director waived the right to
receive the initial grant and annual grants for three years.  The
shares were valued at $183,000 based upon the quoted closing trading price of
the stock as of the issuance date.


12





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




Overview




The
Company provides an easy and convenient way for individuals to convert unwanted
jewelry to cash. The Company is a producer of gold, silver and platinum
through scrap aggregation.  Through direct marketing, online
advertising and its mail-order system, the Company purchases unwanted items
containing precious metals from the public at scrap prices and through a
refinery partner refines these items into their pure state and sells them at
spot prices.




We are
continuing to expand our marketing efforts on a national basis across multiple
marketing channels.  Through these channels, potential customers are
directed to our website or inbound call-center.  Upon arriving at
either channel, they provide us with basic information that is used to deliver
our mail-order kit to them.  Once a customer receives our mail-order
kit, they use it to package any unwanted items containing precious metals that
they are interested in selling and mail it to us.  Each mail-order kit
may be tracked via our website and upon its arrival; the materials included are
assessed based on metal type, purity and weight.  We utilize the
London spot pricing for each metal type for pricing of customer items on the day
in which it is processed. We then send out a payment check to our customers,
based on the aggregate value of their items less our fees and costs. Once the
customer cashes their check, our contractual obligation with that customer is
completed. In the event a customer does not like the amount they receive from
us, our terms stipulate they have up to 10 days to return the check to us, at
which time we will return their items.




In the third quarter of 2008 we
accomplished significant milestones:





●
            We
      raised equity funds of $2,400,000 providing us with the funds necessary to
      execute on our business plan;




●
            We
      developed our business model and launched our
  business;




●
            We
      successfully test marketed our business
model;




●
            We
      launched the second version of our consumer website which brought with it
      a new look and feel as well as being optimized for search engine
      marketing; and




●
            We
      launched a Spanish version of our consumer website making our services
      more readily available to Spanish speaking customers in the
      U.S.




Critical
Accounting Estimates




This
discussion and analysis of our financial condition presented in this section is
based upon our financial statements which have been prepared in accordance with
accounting principles generally accepted in the United States.  The
preparation of our financial statements and related disclosures requires us to
make estimates, assumptions and judgments that affect the reported amount of
assets, liabilities, revenue, costs and expenses, and related
disclosures.  We believe that the estimates, assumptions and judgments
involved in the accounting policies described below have the greatest potential
impact on our financial statements and, therefore, consider these to be our
critical accounting policies.  On an ongoing basis, we evaluate our
estimates and judgments, including those related to accrued expenses, allowances
for accounts receivable, purchase price fair value allocation for business
combinations, valuation and amortization periods of intangible assets, valuation
of goodwill, and the valuation of stock based compensation.  We based
our estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources.  Actual results may
differ from these estimates under different assumptions or
conditions.
 
 The
Company has adopted the provisions of AICPA Statement of Position (“SOP”) No.
98-1, “Accounting for the
Costs of Software Developed or Obtained for Internal Use.”  The type of
costs incurred by the Company in developing its web site included the price of
computer software purchased from third parties. These costs are either expensed
or capitalized depending on the type of cost and the stage of development of the
web site.
 
 The
Company makes ongoing evaluations of the recoverability of its capitalized web
site by comparing the amount capitalized for each module or component of
software to their estimated net realizable values.  If such
evaluations indicate that the unamortized costs exceed the net realizable
values, the Company writes off the amount by which the unamortized costs exceed
the net realizable values.  There were no impairment charges taken
during the period from February 14, 2008 (inception) to September 30,
2008.


13




The
Company paid $56,250 for the production of a TV advertisement.  These
costs will be amortized over five years.  Amortization expense for the
three and nine months ended September 30, 2008 was $250 and $250,
respectively.  The Company paid $291,865 in stock issued to Republic
Metals for the value of the non compete clause to be amortized over 60
months.  As of September 30, 2008, $19,458 had been
amortized.
 
 Revenue
Recognition
 
 The
Company follows the guidance of the Securities and Exchange Commission’s Staff
Accounting Bulletin No. 104 for revenue recognition.  The Company records
revenue when all of the following have occurred: (1) persuasive evidence of an
arrangement exists, (2) product delivery has occurred, (3) the sales price to
the customer is fixed or determinable, and (4) collectability is reasonably
assured.
  The
Company earns revenue from the sale of melted precious metals including gold,
silver and platinum.  Revenue is recorded upon acceptance of the
material by the refiner.  The Company permits no returns from the
refiner.  Once the product has been held in inventory by the refiner
for 10 days, the party who the Company acquired the inventory from is not
entitled to request the return of the inventory.  At this time, the
acquired inventory is ready for the melting process.




Stock-Based
Compensation


All
share-based payments to employees is recorded and expensed in the statement of
operations as applicable under SFAS No. 123R “Share-Based
Payment”.  For the period from February 14, 2008 (inception) to
September 30, 2008, the Company has not issued any stock based compensation to
employees. Stock-based
compensation awards issued to non-employees for services are recorded at either
the fair value of the services rendered or the instruments issued in exchange
for such services, whichever is more readily determinable, using the measurement
date guidelines enumerated in Emerging Issues Task Force Issue EITF No. 96-18,
“Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services” (“EITF 96-18”).
  Results
of Operations
  Since our
inception in November 18, 2003 to July 23, 2008, we were in the development
stage, without material assets or activities.  Upon the consummation
of the July 23, 2008 business combination, we exited the development
stage.  For that reason, we have eliminated year-to-year comparisons,
since it is not meaningful.
 
 For the
period from July 1, 2008 to September 30, 2008, we generated $735,024 in
revenues and realized a gross profit of $300,191.
 
 For the
period from February 14, 2008 (inception) to September 30, 2008, we generated
$735,024 in revenues (all from the third quarter) and realized a gross profit of
$279,691.
 
 For the
period from July 1, 2008 to September 30, 2008, our total operating expenses
were $1,034,948 including general and administrative expenses, rent, legal
accounting fees and marketing.  Marketing expenses are recorded as
incurred.  These expenses do not result in immediate revenues being
generated.  Due to our business cycle which includes the time it takes
to send a requested G-Pak to a potential customer, the time it takes for that
customer to return the G-Pak to the Company and the specified return period, our
experience to date is that we incur an approximately 30 to 60 day period before
these expenses lead to revenues.  Our total marketing expense for the
three months ended September 30, 2008 was $482,261.
 
 For the
period from February 14, 2008 (inception) to September 30, 2008, our total
operating expenses were $1,303,672 and our total marketing expense was
$562,191.
 
 For the
period from July 1, 2008 to September 30, 2008, we incurred a net loss of
$734,292, which resulted largely from our increased marketing activity during
the end of the period.
 
 For the
period from February 14, 2008 (inception) to September 30, 2008, we incurred a
net loss of $1,023,516, which resulted largely from our increased marketing
activity beginning in late July 2008.


Liquidity
and Capital Resources




For the
period from February 14, 2008 (inception) to September 30, 2008, we used net
cash of $690,574 to fund our operating activities. From our net loss of
$1,023,516, the primary offsetting items were unpaid accounts payable of
$411,978.  For the period from February 14, 2008 (inception) to
September 30, 2008, we used $70,000 of net cash in investing activities. For the
period from February 14, 2008 (inception) to September 30, 2008, we received net
cash of $2,336,312 from financing activities which consisted of $2,400,000 in
gross proceeds we received from our private placement and $50,000 received form
the founders of M4G, less cash paid as direct offering costs of $113,688 from
the private placement.




14





As of the
date of this Report, we have $1,291,551 in available cash.  Over the
next 12 months our marketing efforts will be our most significant uses of cash.
Due to the nature of Internet marketing, cash is expended prior to receipt of
proceeds from revenues, which means that the more we grow, the more we need cash
to support our growth.  Our cash needs will be affected by the lag we
realize between when we use cash for marketing and when we receive proceeds from
the sale of the refined material.  Our current cash resources may
become a limiting factor as we increase our rate of growth and we anticipate
that we may require additional capital to further fund these activities within
the next 12 months.  We are hoping to finance our growth and working
capital needs with lines of credit from banking institutions due to the nature
of our business, specifically the fact that we will be holding large amounts of
precious metal assets. However, because of the current problems affecting the
global credit markets, we may not be able to borrow sufficient amounts to meet
our working capital needs. Accordingly, we may be required to issue equity
and/or debt securities. To the extent we are successful in raising funds from
equity and equity-linked securities, it will dilute our existing
shareholders.


Related
Person Transactions
 
 We incur
significant marketing expenses from a company which is 50%-owned by our Chief
Executive Officer. See Note 5 to our Unaudited Consolidated Financial
Statements. We believe that the terms are more favorable to us than those which
we can obtain from unrelated third parties.


Forward
Looking Statements




The
statements in this Report relating to expansion of our marketing, future growth,
and our future liquidity are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995.  Additionally,
words such as “expects,” “anticipates,” “intends,” “believes,” “will” and
similar words are used to identify forward-looking statements. Some or
all of the results anticipated by these forward-looking statements may not
occur. Important factors, uncertainties and risks may cause actual results to
differ materially from these forward-looking statements include, but are not
limited to, the impact of competition, the future prices of gold and other
precious metals, future economic conditions and the condition of the global
credit and capital markets. For more information regarding some of the ongoing
risks and uncertainties of our business, see the Risk Factors contained in our
Form 8-K filed on July 29, 2008.




15





Item
3.     Qualitative and Quantitative Disclosures about
Market Risk




Not
applicable to smaller reporting companies.





Item
4.     Controls and Procedures




Not
applicable to smaller reporting companies.





Item
4T.  Controls and Procedures




Disclosure
Controls




We
carried out an evaluation required by Rule 13a-15(b) of the Securities
Exchange Act of 1934 or the Exchange Act under the supervision and with the
participation of our management, including our Principal Executive Officers and
Principal Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures.




Disclosure
controls and procedures are designed with the objective of ensuring that (i)
information required to be disclosed in an issuer's reports filed under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC rules and forms and (ii) information is accumulated
and communicated to management, including our Principal Executive Officers and
Principal Financial Officer, as appropriate to allow timely decisions regarding
required disclosures.




The
evaluation of our disclosure controls and procedures included a review of our
objectives and processes and effect on the information generated for use in this
Report. This type of evaluation is done quarterly so that the conclusions
concerning the effectiveness of these controls can be reported in our periodic
reports filed with the SEC. We intend to maintain these controls as processes
that may be appropriately modified as circumstances warrant.




Based on
their evaluation, our Principal Executive Officers and Principal Financial
Officer have concluded that our disclosure controls and procedures are effective
in timely alerting them to material information which is required to be included
in our periodic reports filed with the SEC as of the filing of this
Report.




Changes in Internal Controls
Over Financial Reporting




During
the last quarter, the Company made no changes in the control procedures related
to financial reporting that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial
reporting.




16




MONEY4GOLD
HOLDINGS, INC.





PART
II - OTHER INFORMATION





Item
1.      Legal Proceedings.





None.




Item
1A.   Risk Factors.




Not applicable to smaller reporting companies.





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


None.


Item
3.      Defaults Upon Senior Securities.




Not applicable.





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




Not applicable.





Item
5.      Other Information.




Not
applicable.





Item
6.      Exhibits.





(a)
            Exhibits




Exhibit
                Number
              
              Description2.1
              
              Share
      Exchange Agreement (1)3.1
              
              Amendment
      to Certificate of Incorporation (1)3.2
              
              Certificate
      of Correction3.3
              
              Amended
      and Restated Certificate of Incorporation3.4
              
              By-laws
      (2)4.1
              
              Form
      of Warrant10.1
              
              Summary
      of Oral Agreement with Lead Creations.com, LLC10.2
              
              Employment
      Agreement with Daniel Brauser (1)10.3
              
              Employment
      Agreement with Hakan Koyuncu (1)31.1
              
              Certification
      of Principal Executive Officer (Section 302)32.1
                32.1
              
              Certification
      of Principal Financial Officer (Section 302)
                Certification
      of Principal Executive Officer (Section 906)32.2
              
              Certification
      of Principal Financial Officer (Section
906)


___________________




(1)
Contained in the Form 8-K filed July 29, 2008.
  (2)
Contained in the Form SB-2 filed October 4, 2006.






17




MONEY4GOLD
HOLDINGS, INC.





SIGNATURES




In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




MONEY4GOLDHOLDINGS,
      INC.November
      19, 2008
            
            /s/ Hakan
      KoyuncuHakan
      KoyuncuChief
      Executive Officer
              (Principal
      Executive Officer)November
      19, 2008
            
            /s/ Daniel
      BrauserDaniel
      BrauserChief
      Financial Officer
              (Principal
      Financial Officer)