MONEY4GOLD HOLDINGS INC (Form: 10-Q, Received: 08/19/2009 17:14:18)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

———————

FORM 10-Q

———————

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission file number: 000-50494

———————

Money4Gold Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware	98-0412432
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
	(I.R.S. Employer Identification No.)

595 South Federal Highway Ste. 600, Boca Raton, Florida	33432
(Address of principal executive offices)	(Zip Code)

(561) 544-2447

(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 the Securities 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. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

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


Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.


Class		Outstanding as of August 17, 2009
Common Stock, $0.0001 par value per share		160,671,149 shares

Money4Gold Holdings, Inc. and Subsidiaries

TABLE OF CONTENTS

Page

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Item 4. Controls and Procedures.

Item 4T. Controls and Procedures.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1A. Risk Factors.

Item 2. Recent Sales of Unregistered Securities.

Item 3. Defaults Upon Senior Securities.

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

Item 5. Other Information.

Item 6. Exhibits.

SIGNATU RES

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements.

Money4Gold Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets


	June 30, 2009			December 31, 2008
	(Unaudited)			(Audited)
Assets

Current Assets:
Cash	$	23,393		$	778,436
Accounts receivable - related party		268,265			285,707
Prepaid asset - related party		187,627			187,627
Prepaid and other current assets		12,950			810
Debt issue costs - net		18,142			—
Inventory		157,944			32,209
Total Current Assets		668,321			1,284,789

Fixed Assets - net		8,872			—

Other Assets:
Goodwill		13,231,957			—
Intangible assets - net		13,660			65,167
Intangible asset - net - related party		228,630			257,814
Prepaid asset - related party		547,245			641,059
Other assets		25,783			21,234
Total Other Assets		14,047,275			985,274

Total Assets	$	14,724,468		$	2,270,063

Liabilities and Stockholders' Equity

Current Liabilities:
Cash overdraft	$	134,706		$	—
Accounts payable		917,764			243,315
Accounts payable - related party		292,635			568,198
Accrued expenses		118,203			27,233
Deferred revenue		136,000			—
Media line of credit		300,000			—
Derivative liability		156,614			—
Notes payable - other		144,785			—
Convertible note payable - net		217,056			—

Total Current Liabilities		2,417,763			838,746

Convertible Redeemable Series B preferred stock ($10 stated value per share, 25,000 and 0 shares authorized, issued and outstanding, including 7% accrued dividends of $2,925)		252,925			—

Stockholders' Equity:
Convertible Series A preferred stock, ($0.0001 par value, 25,000,000 shares authorized, 11,900,000 and 14,100,000 issued and outstanding)		1,190			1,410
Common stock, ($0.0001 par value, 300,000,000 shares authorized, 161,770,089 and 78,776,432 shares issued and outstanding)		16,178			7,879
Additional paid in capital		18,330,766			4,631,636
Accumulated deficit		(6,291,118	)		(3,209,608	)
Accumulated other comprehensive loss		(3,236	)		—
Total Stockholders' Equity		12,053,780			1,431,317

Total Liabilities and Stockholders' Equity	$	14,724,468		$	2,270,063

See accompanying notes to unaudited consolidated financial statements

Money4Gold Holdings, Inc. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)


	For the three months ended						For the six months ended June 30, 2009			For the period from February 14, 2008 (Inception) to June 30, 2008
	June 30, 2009			June 30, 2008			For the six months ended June 30, 2009
Revenue	$	1,490,560		$	—		$	2,676,002		$	—

Cost of revenue		630,857			—			1,176,428			—

Gross profit		859,703			—			1,499,574			—

General and administrative		2,362,887			271,662			4,330,016			289,224

Loss from operations		(1,503,184	)		(271,662	)		(2,830,442	)		(289,224	)

Other income (expense)
Interest income		—			—			78			—
Interest expense		(43,347	)		—			(70,699	)		—
Impairment of intangible assets		(48,500	)		—			(48,500	)		—
Change in fair value of derivative liability - embedded conversion option		(86,025	)		—			(87,185	)		—
Warrant expense arising from repricing of investor warrants		(41,837	)		—			(41,837	)		—
Total other expense - net		(219,709	)		—			(248,143	)		—

Net loss	$	(1,722,893	)	$	(271,662	)	$	(3,078,585	)	$	(289,224	)

Foreign currency translation loss		(3,570	)		—			(3,236	)		—

Comprehensive loss	$	(1,726,463	)	$	(271,662	)	$	(3,081,821	)	$	(289,224	)

Net loss per share - basic and diluted	$	(0.01	)	$	(0.02	)	$	(0.03	)	$	(0.02	)

Weighted average number of shares outstanding during the period - basic and diluted		127,712,613			15,679,494			104,711,174			14,902,691

See accompanying notes to unaudited consolidated financial statements

Money4Gold Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)


	For the six months ended June 30, 2009			For the period from February 14, 2008 (Inception) to June 30, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,078,585	)	$	(234,669	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment Loss-intangible		48,500			—
Gain on debt settlement		(12,426	)		—
Warrants repriced in connection with stock offering		41,837			—
Derivative expense		87,086			—
Stock issued for services - consultants		81,700			—
Stock based compensation expense - consultants		19,612			—
Stock based compensation expense - directors		60,444			—
Stock based compensation expense - employees		176,465			—
Change in fair value of derivative liability - embedded conversion option
Amortization of debt discount		36,585			—
Amortization debt issue costs		9,449			—
Amortization		130,532			20,813
Changes in operating assets and liabilities:
(Increase) in:
Accounts receivable - related party		21,287			—
Inventory		(120,768	)		(39,550	)
Prepaid and other current assets		(11,472	)		(4,307	)
Other assets		(3,993	)		—
Increase in:
Accounts payable		386,239			84,418
Accounts payable - related party		(275,563	)		50,333
Accrued expenses		81,789			17,473
Deferred Revenues		136,000			—
Net Cash Used In Operating Activities		(2,185,282	)		(105,489	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid to acquire intangible assets		(4,207	)		(62,000	)
Purchase of property and equipment		(8,964	)		—
Net cash acquired in acquisition of MGE		15,360			—
Cash paid to acquire fixed assets
Net Cash Used in Investing Activities		2,189			(62,000	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdrafts		131,956			—
Proceeds from issuance of member units		—			28,482
Repayment of line of credit		(257,826	)		—
Proceeds from revolving line of credit		263,016			—
Proceeds from Media line of credit		300,000			—
Proceeds from other notes payable		—			150,000
Repayment of other notes payable		(50,000	)		—
Proceeds from sale of Series B Preferred Stock		250,000			—
Proceeds from issuance of common stock and warrants in private placement		610,000			—
Cash paid for direct offering costs		(26,449	)		—
Proceeds from convertible note payable		250,000			—
Cash paid as debt offering costs		(27,591	)		—
Net Cash Provided By Financing Activities		1,443,106			178,482

Net Increase (Decrease) in Cash and Cash Equivalents		(739,987	)		10,993

See accompanying notes to unaudited consolidated financial statements

Money4Gold Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (Continued)

(Unaudited)


	For the six months ended June 30, 2009			For the period from February 14, 2008 (Inception) to June 30, 2008

Effect of Exchange Rates on Cash and Cash Equivalents		(15,056	)		—

Cash and Cash Equivalents - Beginning of Period		778,436			—

Cash and Cash Equivalents - End of Period	$	23,393		$	10,993

SUPPLEMENTARY CASH FLOW INFORMATION :
Cash Paid During the Period for:
Income taxes	$	—		$	—
Interest	$	2,402		$	—

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES :

Stock issued for prepaid refinery services - related party	$	—		$	938,135
Stock issued for non compete intangible asset - related party					291,865
Derivative liability arising from convertible note payable debt discount	$	69,529		$	—
Conversion of preferred stock into common stock	$	220		$	—
Settlement of accounts payable with common stock	$	13,600		$	—
Accrual of dividends on Series B Preferred Stock	$	2,925		$	—
Shares issued in connection with repricing	$	225		$	—

See accompanying notes to unaudited consolidated financial statements

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2009

(Unaudited)

Note 1 Basis of Presentation, Nature of Operations and Summary of Significant Accounting Policies

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 10-K, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis, for the years ended December 31, 2008 and 2007. The interim results for the period ended June 30, 2009 are not necessarily indicative of the results for the full fiscal year.

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, the Company changed its name to Money4Gold Holdings, Inc. from Effective Profitable Software, Inc. (“EPS”). Also on July 23, 2008, the Company, which, at that time was inactive, acquired Money4Gold, Inc. (“M4G”) in a Share Exchange Agreement.

Through online and television advertising and direct marketing, the Company purchases precious metals from the public. These items are sold to a related party refiner, the Company’s primary customer.

The Company currently has six subsidiaries:

M4G was incorporated in Delaware on February 14, 2008;

HD Capital Holdings, LLC (“HD”);

Money4Gold W.Y., Inc. (“M4GWY”);

Money4Gold Precious Metals, Inc. (“M4GPM”), a Canadian corporation, which was incorporated on December 4, 2008;

Money4Gold UK Limited (“M4GUK”), a United Kingdom corporation, which was incorporated on December 5, 2008; and

MGE Enterprises Corporation (“MGE”) acquired on May 7, 2009.

(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 16,100,000 shares of Class B common stock of M4G. M4G was inactive at the time of the exchange. The share exchange was accounted for at par value and treated as a recapitalization amongst two private entities. On June 17, 2008, 637,249 shares of the Class B common shares were converted to Class A common stock.

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

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2009

(Unaudited)

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.

(B) Unit 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 to consolidate the companies.

In substance, upon completing the exchange, there was no material change in control as the then related party stockholders post-exchange were the same as the then stockholders pre-exchange.

(C) Reverse Acquisition and Recapitalization

On July 23, 2008, EPS, a then public 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 acquirer, while EPS was deemed the legal acquirer. 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 did 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 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.

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. The Company currently is experiencing effects of a fluctuation in the economy because of the current credit crisis occurring in the United States and abroad.

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2009

(Unaudited)

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.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less 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 June 30, 2009 and December 31, 2008, the balance exceeded the federally insured limit by $0 and $521,130, respectively.

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 information. Actual amounts could vary from the recorded estimates. At June 30, 2009 and 2008, respectively, there was no allowance required.

Inventory

At June 30, 2009, the Company had inventory consisting of diamonds and precious metals, which included gold, silver and platinum – valued at cost. Inventory is acquired directly from third parties.

Fixed Assets

Fixed assets consisting of furniture and equipment are stated at cost, less accumulated depreciation on a straight-line basis over its estimated useful life of three to seven years.

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.

Intangible Assets

Net assets of companies acquired in purchase transactions are recorded at fair value at the date of acquisition, as such, the historical cost basis of individual assets and liabilities are adjusted to reflect their fair value. Identified intangibles are amortized on an accelerated or straight-line basis over the period benefited. Goodwill is not amortized, but is reviewed for potential impairment on an annual basis at the reporting unit level. The impairment test is performed in two phases. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired; however, if the carrying amount of the reporting unit exceeds its fair value, an additional procedure must be performed. That additional procedure compares the implied fair value of the reporting units’ goodwill with the carrying amount of that goodwill. An impairment loss is recorded to the extent that the carrying amount of goodwill exceeds its implied fair value. See Note 3.

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2009

(Unaudited)

Debt Issue Costs

The Company has paid debt issue costs in connection with raising funds through the issuance of convertible debt. These costs are amortized over the life of the debt to interest expense.

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 melted precious metals, including gold, silver, platinum and diamonds. Revenue from melted precious metals is recorded upon acceptance by the refiner, and the weight is set in troy ounces. Once the refiner accepts the items (acceptance is defined as the refiner taking title to the precious metals and bearing the risk of loss), the Company permits no returns from the refiner. The refiner remits payment to the Company based upon what the refiner determines to be the fair value of the precious metals. Upon transfer of the precious metals to the refiner, the Company has no further obligations. Revenue from diamond sales is recorded upon acceptance from the purchaser of the diamonds. For the six months ended June 30, 2009, all diamonds have been sold to an affiliate of the officers of M4GPM

During June 2009, the refiner began to advance funds to the Company at the time the metals are received and logged. These advances are recorded as deferred revenues by the Company. Revenue is recognized in accordance with the policy discussed above. The deferred revenue of $136,000 as of June 30, 2009 was recognized during July 2009.

Cost of Revenues

The Company includes in cost of sales the cost of diamond and precious metal purchases, refining fees, marketing and freight costs to acquire inventory, fulfillment cost to process the handling and preparation of 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 the Company’s customers.

Advertising

Costs incurred for producing and communicating advertising of the Company are charged to operations as incurred. Advertising expense for the three months ending June 30, 2009 and 2008 and six months ending June 30, 2009 and the period from February 14, 2008 (inception) to June 30, 2008 were $975,193, $113,600, $1,833,789 and $113,600, respectively.

Foreign Currency Transactions

The financial position and results of operations of the Company’s foreign subsidiaries are measured using the local currency (Canadian Dollar and British Pound) as the functional currency. Assets and liabilities of the subsidiary have been translated at current exchange rates as of June 30, 2009, and related revenue and expenses have been translated at average exchange rates for the three and six months ended June 30, 2009. All equity transactions have been translated at their historical rates when the transaction occurred. Those translation adjustments are included as a component of accumulated other comprehensive loss and as a component of stockholders’ deficit. Transaction gains and losses related to operating assets and liabilities are included in general and administrative expense.

The Company has not entered into derivative instruments to offset the impact of foreign currency fluctuations. The Company had foreign currency translation losses for the three months ending June 30, 2009 and 2008 and six months ending June 30, 2009 and the period from February 14, 2008 (inception) to June 30, 2008 of $(3,570), $0, $3,236 and $0 respectively.

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2009

(Unaudited)

Stock-Based Compensation

All share-based payments to employees are recorded and expensed in the statement of operations. The measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including grants of employee stock options based on estimated fair values. The Company has used the Black-Scholes option-pricing model to estimate grant date fair value for all option grants.

Share-based compensation expense is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the year, less expected forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary in subsequent periods if actual forfeitures differ from those estimates.

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.

Fair Value of Financial Instruments

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

Beneficial Conversion Feature

If the Company were to record a beneficial conversion feature on convertible debt, the relative fair value of the beneficial conversion feature would be recorded as a discount from the face amount of the respective debt instrument. The discount would be amortized to interest expense over the life of the debt.

Derivative Financial Instruments

The Company reviews all convertible debt instruments for the existence of an embedded conversion feature, which may require bifurcation, fair value accounting and a related mark to market adjustment at each reporting period end date. In addition, the Company may be required to classify certain stock equivalents issued in connection with the underlying debt instrument as derivative liabilities.

In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing convertible debt instruments, management reviewed accounting guidance to determine if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring a fair value measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as potential derivative financial instruments.

Once determined that these are derivative financial instruments, the Company records these instruments as derivative liabilities. The fair value of these instruments are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.

Finally, if necessary, the Company will determine the existence of liquidated damage provisions. Liquidated damage provisions are not marked to market, but evaluated based upon the probability that a related liability should be recorded.

Segment Information

During 2009 and 2008, the Company only operated in one segment; however, due to its foreign operations in Canada and the United Kingdom during 2009, geographical segment information has been presented.

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2009

(Unaudited)

Net Loss per Share

Basic EPS is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method, and convertible debt or convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive. As of June 30, 2009, the Company had 13,554,166 shares of fully vested common stock equivalents consisting of 13,300,000 warrants and 254,166 options, all of which were excluded, as their effect would be anti-dilutive.

Comprehensive Income (Loss)

Comprehensive income or loss is comprised of net earnings or loss and other comprehensive income or loss, which includes certain changes in equity, excluded from net earnings, primarily foreign currency translation adjustments.

Foreign Country Risks

The Company may be exposed to certain risks as a portion of its operations are being conducted in Canada and the United Kingdom. These include risks associated with, among others, the political, economic and legal environment, as well as foreign currency exchange risk. The Company’s results may be adversely affected by change in the political and social conditions in these countries due to governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversions and remittances abroad, and rates and methods of taxation, among other things. The Company does not believe these risks to be significant, and no such losses have occurred because of these factors. However, there can be no assurance those changes in political and other conditions will not result in any adverse impact in future periods.

Recent Accounting Pronouncements

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 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 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

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2009

(Unaudited)

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 did not have a material effect on the Company’s 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 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 is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.

In January 2009, the Company adopted the provisions of Emerging Issues Task Force Issue 07-5 Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock (EITF 07-5) which was ratified by the Financial Accounting Standards Board on June 25, 2008 and became effective for financial statements issued after December 15, 2008. Earlier application was not permitted. Under the provisions of EITF 07-5, convertible instruments and warrants, which contain terms that protect holders from declines in the stock price (“reset provisions”), may no longer be exempt from derivative accounting treatment under paragraph 11(A). of Statement of Financial Accounting Standards No. 133 Accounting for Derivative Instruments and Hedging Activities (SFAS 133). As a result, warrants and embedded conversion features of convertible notes may no longer be recorded in equity, but may rather be recorded as a liability, which will be remeasured at fair value at each reporting date. Further, under derivative accounting, the warrants will be valued at their fair value, rather than their relative fair value. If the fair value of the warrants exceeds the face value of the related debt, the excess is recorded as derivative expense on the commitment date and upon marking to market on a periodic basis, the Company will record an adjustment to the statement of operations called change in fair value. The fair value of the embedded conversion feature will be added to loan discount, in an amount which is the lesser of, the fair value of the embedded conversion feature or the excess of the face value of the debt over the fair value of the attached warrants or any other applicable debt discounts.

In April 2009, the FASB issued FSP SFAS 157-4, “Determining Whether a Market Is Not Active and a Transaction Is Not Distressed,” which further clarifies the principles established by SFAS No. 157. The guidance is effective for the periods ending after June 15, 2009 with early adoption permitted for the periods ending after March 15, 2009. The adoption of FSP FAS 157-4 is not expected to have a material effect on the Company’s financial position, results of operations, or cash flows.

In May 2009, the FASB issued SFAS No. 165 “Subsequent Events” (“SFAS 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 sets forth (1) The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (3) The disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS 165 is effective

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2009

(Unaudited)

for interim or annual financial periods ending after June 15, 2009. The Company is evaluating the impact the adoption of SFAS 165 will have on its financial statements.

In June 2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. SFAS 166 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of SFAS 166 will have on its financial statements.

In June 2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”). SFAS 167 improves financial reporting by enterprises involved with variable interest entities and to address (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities”, as a result of the elimination of the qualifying special-purpose entity concept in SFAS 166 and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. SFAS 167 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company is evaluating the impact the adoption of SFAS 167 will have on its financial statements.

In June 2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162”. The FASB Accounting Standards Codification (“Codification”) will be the single source of authoritative nongovernmental U.S. generally accepted accounting principles. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective for interim and annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in SFAS 168. All other accounting literature not included in the Codification is nonauthoritative. The Codification is not expected to have a significant impact on the Company’s financial statements.

Other accounting standards 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 2 Going Concern

As reflected in the accompanying financial statements, the Company has a net loss of $3,078,585 and net cash used in operations of $2,185,282 for the six months ended June 30, 2009; and had a working capital deficit of $1,749,442, and an accumulated deficit of $6,291,118 at June 30, 2009.

The recoverability of recorded goodwill and intangible assets and other asset amounts shown in the accompanying financial statements is dependent upon the Company’s ability to continue as a going concern and to achieve a level of profitability.

The ability of the Company to continue its operations is dependent on management's plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.

The Company believes its current available cash, along with anticipated revenues, may be insufficient to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. The Company may require additional funding to finance the growth of its

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2009

(Unaudited)

current and expected future operations, as well as to achieve its strategic objectives. The Company believes that the further implementation of its business plan will provide future positive cash flows.

See Notes 5, 6 and 7, which details the Company’s most recent capital raising efforts. At June 30, 2009, a significant portion of the Company’s current liabilities are with an affiliate of the Company’s former Chief Executive Officer and current President. The affiliate has indicated its willingness to consider the Company’s cash position and resources before exercising its right to demand payment on outstanding amounts.

Note 3 Acquisition

Effective May 7, 2009, the Company closed its acquisition under the terms of a share exchange agreement with MGE to acquire 100% of the company. MGE was acquired for 74,876,432 shares of the Company’s unregistered common stock valued at approximately $12,730,000 ($0.17/share). In determining the fair value of the stock issuance, the Company’s management used various valuation techniques incorporating elements of: (i) enterprise value, (ii) present value of discounted cash flows, (iii) forecasts and projections based upon then limited current and actual historical data, (iv) valuation of the Company’s private placement occurring at the same time as the acquisition closing with MGE, (v) as well as consideration of discounts to market for lack of marketability, Securities and Exchange Commission Rule 144 restrictions subject to registration rights agreements and other reasonable market factors.

There were no contingent consideration arrangements. In the event that known debts that arose in MGE prior to the merger are not paid within 90 days of the closing, two former principal stockholders of MGE have provided personal guarantees for the repayment of these obligations.

The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and MGE. All of the goodwill was assigned to MGE’s segment. None of the goodwill recognized is expected to be deductible for income tax purposes.

The purchase price of for MGE, as presented below, represents preliminary fair value estimates at the date of acquisition. Goodwill includes a preliminary estimate for the value of certain acquired media contracts, customer lists, and databases, as well as non-compete agreements in the employment agreements for two of the sellers.


Consideration transferred at fair value:
Common stock	$	12,730,000

Net liabilities assumed:
Current assets		15,360
Current liabilities		517,317
Total net liabilities assumed		(501,957	)
Goodwill – at fair value	$	13,231,957

Acquisition-related costs (included in general and administrative expense in the statement of operations for the three and six months ended June 30, 2009	$	63,053

The fair value of the acquired intangibles assets of $0 is provisional pending receipt of the final valuations for those assets.

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2009

(Unaudited)

The amounts of MGE’s revenue and earnings in the Company’s consolidated statement of operations for the three months ended March 31, 2009 and for the year ended December 31, 2008 and the revenue and earnings of the combined entity had the acquisition date been January 1, 2008, are:


	Revenue		Earnings (loss)
Supplemental proforma from
January 1, 2009 – March 31, 2009	$	3,244,348	$	(1,888,060	)
Supplemental proforma from
January 1, 2008 – December 31, 2008	$	2,272,369	$	(3,214,682	)

Note 4 Intangible Assets

(A)

Non-Compete Agreement and Prepaid Refiner Services – Related Party

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 ($0.39/share). The future refinery services to be rendered include inventory receiving, grading, inventory management control and refining services. Under the non-compete, the refinery is restricted from supporting a direct competitor or directly competing with the Company. These shares were fully vested and non-forfeitable at the date of issuance. A director of the Company is an officer of the refiner.

In determining the fair value of the stock issuance, management considered factors such as M4G status as a private entity at the time of the share issuance. The Company’s management used various valuation techniques incorporating elements of: (i) enterprise value, (ii) present value of discounted cash flows, (iii) forecasts and projections based upon then limited current and actual historical data, (iv) valuation of the Company’s private placement occurring at the same time as the reverse acquisition closing with EPS, (v) as well as consideration of discounts to market for lack of marketability, Securities and Exchange Commission Rule 144 restrictions subject to registration rights agreements and other reasonable market factors and (vi) financial measures for an entity that was non-operational at the time of the share issuance.

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 a weighted average of the relative fair values ascribed to those assets. The Company 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 six month period ended June 30, 2009 and the period from February 14, 2008 (Inception) to June 30, 2008 was $123,000 and $20,500, respectively.

Under EITF No.’s 96-18 and 00-18, “ Accounting Recognition for Certain Transactions involving Equity Instruments Granted to Other Than Employees ,” the Company determined that the shares granted to this related party should be capitalized and amortized for the following reasons:

The recognition of this asset is similar in treatment as if the Company had paid cash in advance of acquiring these services. These services are not readily available.

Under the terms of the contract, if any sections are deemed invalid, and this were to cause a material economic affect on the performance requirement of the contract, the parties would discuss and equitable settlement. The Company believes that specific non-performance would result in a pro-rata portion of the shares being returned.

An officer of the refiner serves on the Company’s Board of Directors. The Company believes this creates a fiduciary duty to the Company’s management and stockholders. The Company has evaluated this as a significant disincentive for non-performance.

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2009

(Unaudited)

At June 30, 2009, the Company determined that no impairment was required under SFAS No. 144 with the exception of television productions costs. The costs were considered to have no value and wrote off the remaining balance. The Company plans to assess the carrying amount of the prepaid refinery fees and intangible asset when evidence becomes available regarding impairment as well as at each annual reporting period date.

(B) Other

During 2008 and 2009, the Company paid $74,207 for other intangible assets. These intangibles are being amortized over their estimated useful lives ranging from three to five years. Amortization expense for the three months ending June 30, 2009 and 2008 and six months ending June 30, 2009 and the period from February 14, 2008 (inception) to June 30, 2008 was $3,255, $313, $7,213 and $313 respectively.

During the three and six months ended June 30, 2009 and 2008, the Company recorded an impairment loss on intangible assets of $48,500, $0, $48,500 and $0.

At June 30, 2009 and December 31, 2008, intangible assets consisted of:


	June 30, 2009			December 31, 2008
Non-compete - related party	$	291,865		$	291,865
Other		74,207			70,000
		366,072			361,865
Less: accumulated amortization		(75,282	)		(38,884	)
Less: impairment loss		(48,500	)		—

Intangible assets - net	$	242,290		$	322,981

Note 5 Secured Convertible Debt, Debt Issue Costs and Fair Value Measurement of Derivative Financial Instrument

On March 4, 2009, the Company received net proceeds of $237,500 from a $250,000 secured convertible note. The note bears interest at 15%, default interest of 18%, and is secured by all assets of the Company. The note is partially guaranteed by two officers of the Company in the amount of $25,000 each. The debt is convertible based upon the average of the three lowest closing bid prices within the prior twenty trading day period. The conversion option may only be exercised in the event of default.

The $250,000 convertible debt instrument was also determined to be a derivative liability instrument under SFAS No. 133 and EITF No. 00-19, since the exercise price of the convertible debt contained a variable conversion feature; the fair value of this embedded conversion option is calculated and assigned a fair value.

The variables considered by management for this derivative financial instrument, at its commitment date above was as follows:


Expected dividends	0%
Expected volatility	133.72%
Expected term – embedded conversion option	0.24 years
Risk free interest rate	0.26%

The fair value of the embedded conversion option at the commitment date was $69,429 and was recorded as a debt discount. For the three and six months ended June 30, 2009, the Company recorded amortization of $15,656 and $36,485.

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2009

(Unaudited)

In connection with the issuance of the secured convertible note, the Company paid debt-issuance costs of $27,590. These debt issue costs are being amortized to interest expense through June 1, 2010. For the three and six months ended June 30, 2009, the Company recorded amortization of $5,698 and $9,448.

On April 10, 2009, the secured convertible debt (Note 4) maturity date was extended to June 1, 2010. In consideration for the extension, the Company must prepay the debt in full upon raising $500,000 in equity securities. If the note is not repaid by September 4, 2009, the note principal will be increased to $275,000. Additionally, the Company has issued to the investor 1,000,000 five-year warrants, exercisable at $0.01 per share, with cashless exercise provisions. These warrants will vest and become exercisable only if the note has not been repaid by September 4, 2009. In May 2009, the note holder agreed to amend the note to exclude MGEs assets and stock from the assets secured under the note.

In connection with the issuance of the 1,000,000 warrants, the Company used the following variables to determine the fair value of the warrants granted:


Expected dividends	0%
Expected volatility	154.10%
Expected term – embedded conversion option	5 years
Risk free interest rate	1.9%
Expected forfeitures	100%

The fair value of these warrants at the measurement date was $0. The Company has determined that under the guidance in SFAS No. 5, “Accounting for Contingencies” , the probability of the repayment on the $250,000 debt instrument is highly probable and certain. Therefore, the Company has determined that none of these warrants will ever vest or become exercisable. The Company expects to repay the debt on or before September 4, 2009. Managements estimate is based upon current and expected future events in the near term.

Additionally, these 1,000,000 warrants are not considered common stock equivalents for purposes of computing earnings per share, since they are contingently issuable.

As a result of the extension on April 10, 2009, the fair value of the embedded conversion option was marked to market, and as a result, the Company recorded a change in fair value of $95,692 The following management assumptions were considered:


Expected dividends	0%
Expected volatility	153.55%
Expected term – embedded conversion option	1.14 years
Risk free interest rate	0.60%

At June 30, 2009, the Company re-measured the fair value of the embedded conversion option and recorded a change in fair value of $9,667. As a result of the remeasurement, the Company recorded a change in fair value associated with this derivative liability as expense totaling $86,025 and $87,185 for the three and six months ended June 30, 2009. The following management assumptions were considered:


Expected dividends	0%
Expected volatility	162.57%
Expected term – embedded conversion option	0.92 years
Risk free interest rate	0.56%

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2009

(Unaudited)

Note 6 Media Line of Credit

In May and June 2009, the Company borrowed $300,000 on a line of credit provided by a stockholder for purchasing media. The line of credit is due on demand and is secured by the Company’s accounts receivable and inventory. Interest on the $300,000 is calculated at 1.5% per week of the outstanding advances at the end of each week. For the three and six months ended June 30, 2009, the Company accrued interest of $12,643.

Note 7 Notes Payable – other

As part of the acquisition of MGE (Note 3), the Company assumed $194,785 of notes payable, of which $144,785 was outstanding and owed as of June 30, 2009. The notes bear interest at 12% per annum and are due December 31, 2009. For the three and six months ended June 30, 2009, the Company accrued and paid interest of $2,402.

Note 8 Stockholders’ Equity

(A) Issuances in Accounting Acquirer

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, and President and Chief Financial Officer.

(B) Private Placement

During 2009, M4GHI sold 3,050,000 shares of common stock and three year warrants to purchase 3,050,000 shares of common stock at an exercise price of $0.40 per share in a private placement for proceeds of $610,000. There were offering costs of $26,449 associated with the private placement.

On April 10, 2009, the Company agreed to re-price any of the original investments from the September 2008 offering as discussed in Note 6(B), if and only if that investor invests at least 20% of the amount originally invested in the September 2008 offering or $100,000 in the Company’s new 2009 private placement. In that event, the investor will receive a number of shares and warrants equal to 50% of what he received in the September 2008 offering. In addition, the exercise price of the original and new warrants will be reduced from $0.50 to $0.40 per share. For a new investment in the 2009 offering, the investor will receive additional shares and warrants as part of the new private placement with similar terms. As a result, 2,250,000 additional shares of common stock and 2,250,000 additional warrants were issued, as well as the repricing of the original 4,500,000 warrants that were from the original placement. The repricing of the original 4,500,000 warrants triggered mark to market accounting and resulted in recognition of a $41,837 expense. The Company treated the repricing as a modification of an award of equity instruments. Incremental expense was measured as the excess of the fair value of the replacement award over the fair value of the cancelled award at the cancellation date. In substance, the Company repurchased the original instrument by issuing a new instrument of equal or greater value.

The Company has used the following weighted average assumptions for the fair value of the cancelled award at the cancellation date:


Expected dividends	0%
Expected volatility	153.55%
Expected term – embedded conversion option	2.29 years
Risk free interest rate	0.60%

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2009

(Unaudited)

The Company has used the following weighted average assumptions for the fair value of the replacement award:


Expected dividends	0%
Expected volatility	153.55%
Expected term – embedded conversion option	2.29 years
Risk free interest rate	0.60%

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


	Warrants		Weighted Average Exercise Price
Outstanding – February 14, 2008 (inception)
Granted		8,000,000		$	0.50
Exercised		—		$	—
Forfeited		—		$	—
Outstanding – December 31, 2008		8,000,000		$	0.50
Granted		5,300,000		$	0.40
Exercised		—		$	—
Forfeited		—		$	—
Outstanding – June 30, 2009		13,300,000		$	0.43
Exercisable – June 30, 2009		13,300,000		$	0.43


Warrants Outstanding				Warrants Exercisable
Range of exercise price	Number Outstanding	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price	Number Exercisable	Weighted Average Exercise Price
$0.40-$0.50	13,300,000	2.52 years	$0.40-$0.50	13,300,000	$0.43

At June 30, 2009, the total intrinsic value of warrants outstanding and exercisable was $0 and $0, respectively.

(C) Stock Option Grants

On April 10, 2009, the Company granted 250,000 non-qualified stock options to an employee for future services. The options are exercisable over a five-year term, vesting quarterly in equal installments over three years. These options are exercisable at $0.31 per share.

The total fair value of the options was $71,100, based upon the use of a Black-Scholes option-pricing model using the following assumptions:


Risk-free interest rate	1.36%
Expected dividend yield	0%
Expected volatility	153.55%
Expected life	5 years
Expected forfeitures	0%

For the six months ended June 30, 2009, the Company recognized $67,361 in stock based compensation expense.

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2009

(Unaudited)

The following is a summary of the Company’s stock option activity:


	Options		Weighted Average Exercise Price
Outstanding – February 14, 2008 (inception)
Granted		1,073,134		$	0.48
Exercised		—		$	—
Forfeited		—		$	—
Outstanding – December 31, 2008		1,073,134		$	0.48
Granted		250,000		$	0.31
Exercised		—		$	—
Forfeited		(50,000)		$	0.30
Outstanding – June 30, 2009		1,273,134		$	0.45
Exercisable – June 30, 2009		233,333		$	0.57
Weighted average fair value of options granted during the period ended June 30, 2009		$71,100		$	0.28
Weighted average fair value of options exercisable at June 30, 2009		$113,733		$	0.49


Options Outstanding
Range of exercise price	Number Outstanding	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price
$0.30-$0.61	1,273,134	4.40 years	$0.45

Options Exercisable
Range of exercise price	Number Exercisable	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price
$0.30-$0.31	233,333	4.31 years	$0.57

At June 30, 2009, the total intrinsic value of options outstanding and exercisable was $0 and $0, respectively.

The following summarizes the activity of the Company’s stock options that have not vested for the six months ended June 30, 2009:


	Options			Weighted Average Grant Date Fair Value
Outstanding – February 14, 2008 (inception)
Granted		1,073,134			$	0.42
Vested		(200,000	)		$	0.48
Cancelled or forfeited		—			$	—
Outstanding – December 31, 2008		873,134			$	0.44
Granted		250,000			$	0.28
Vested		(33,333	)		$	0.52
Cancelled or forfeited		(50,000	)		$	(0.52	)
Outstanding – June 30, 2009		1,039,801			$	0.40

Total unrecognized share-based compensation expense from non-vested stock options at June 30, 2009 was $413,156, which is expected to be recognized over a weighted average period of approximately of 2.44 years.

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2009

(Unaudited)

(D) Stock Issuance

On October 1, 2008, the Company granted 50,000 shares of restricted common stock to a consultant for services rendered. The shares are fully vested and non-forfeitable, and had a fair value of $44,500 based upon the quoted closing trading price of the stock as of the issuance date. Furthermore, in accordance with a consulting agreement, the Company is to grant an additional 50,000 shares of stock for future services at the end of six months. As of June 30, 2009 the stock was valued at $18,000 based upon the quoted closing trading price of the stock. The value of the stock is adjusted on a monthly basis over the six-month term of the agreement so that the requisite portion of the expense corresponding to the service period is being recognized. During 2008, the Company recognized $9,000 in consulting expenses and during the three months ended June 30, 2009, the Company recognized the remaining $9,000 in consulting expenses.

On October 20, 2008, the Company, under the Plan issued 300,000 shares of restricted common stock, having a fair value of $183,000 ($0.61/share), based upon the quoted closing trading price of the stock as of the issuance date, to a director upon appointment to the Board. The shares vest annually over a three-year period, subject to continued service as a director on each applicable vesting date. For the three months ended June 30, 2009, the Company recognized $15,250 as compensation expense.

On November 1, 2008, the Company entered into a consulting agreement with a third party for $3,000 per month. Additionally, the consultant will receive shares of common stock having a fair value of $1,000 at the end of each month under the agreement. During November and December 2008, the consultant received an aggregate 5,480 shares having an aggregate fair value of $2,000 based upon the fair value of the services rendered. During January 2009, the consultant received an aggregate 2,500 shares having an aggregate fair value of $1,000 based upon the fair value of the services rendered. The agreement was terminated effective January 31, 2009.

On December 22, 2008, the Company approved the issuance of an aggregate of 2,000,000 shares of restricted common stock to two officers of M4GPM in accordance with their employment contracts (see Note 10). Of the total shares authorized, 500,000 are issued, fully vested and non-forfeitable, and have a fair value of $150,000 ($0.30/share), based upon the quoted closing trading price of the stock on the issuance date. The $150,000 was expensed during the period ended December 31, 2008. Furthermore, the remaining 1,500,000 shares have a fair value of $450,000 ($0.30/share), based upon the closing price of the stock at the date of issuance. The expense will be amortized over the remaining three-year term.

The 1,500,000 shares will vest as follows:

June 30, 2009 – 250,000 shares

December 31, 2009 – 250,000 shares

March 31, 2010 – 250,000 shares

June 30, 2010 – 250,000 shares

December 31, 2010 – 250,000 shares

June 30, 2011 – 250,000 shares

For the six months ended June 30, 2009, the Company recognized $125,161 as compensation expense.

On April 10, 2009, the Company issued 3,223 shares of common stock to an employee for services rendered having a fair value of $1,000 ($0.31/share) based on the quoted closing trading price.

During June 2009, the Company issued 265,000 shares of common stock to consultants for services rendered having a fair value at $71,700 ($0.27/share) based on the quoted closing trading price.

During June 2009, the Company issued 46,500 shares of common stock to vendors to settle outstanding invoices having a fair value of $13,600 ($0.29/share) based upon the quoted closing trading price. The Company recognized a loss on settlement of accounts payable of $12,426 as a result of these transactions.

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2009

(Unaudited)

(E) Convertible Series A Preferred Stock

The preferred shares have no voting rights, are not entitled to receive dividends and do not have any liquidation preferences. In addition, each share is convertible into one share of the Company’s common stock at the election of the holder. The Company has determined that no beneficial conversion feature or derivative financial instrument exists. On March 19, 2009, 2,200,000 shares of Series A Preferred Stock were converted to common stock of which (i) 950,000 shares were converted by a family member of the Company’s Chief Financial Officer and (ii) 1,250,000 shares were converted by a third party shareholder.

(F) Convertible Redeemable Series B Preferred Stock

On April 30, 2009, a relative of the Company’s Chief Financial Officer invested $250,000 and received 25,000 shares of Series B cumulative, redeemable Preferred Stock (stated value of $10/share). Series B preferred shares have the following rights:

Non-voting;

Liquidation preference equal to $250,000;

These securities have a 7% annual dividend which will be declared quarterly and accrue until it may be lawfully paid;

The accrued dividend may be converted into common stock at the holder’s option 90 days after issuance. The conversion price will be equal to the closing price of the Company’s common stock on the date the dividend is declared; and

The shares are redeemable at the investor’s option after 90 days.

In assessing these redeemable shares, the Company has determined that the guidance in EITF Topic D-98, “Classification and Measurement of Redeemable Securities” applies. Additionally, under SEC Rule 5-02.28 of Regulation S-X, it was determined that these securities were not solely in the control of the issuer and would be required to be presented outside of permanent equity. The Company has determined that no beneficial conversion feature or derivative financial instrument exists..

Accrued dividends for the six months ended June 30, 2009 are $2,925.

Note 9 Related Party Transactions

During the three months ended June 30, 2009 and 2008, the six months ended June 30, 2009 and the period from February 14, 2008 (inception) to June 30, 2008, the Company incurred data lead expense of $149,935, $59,931, $664,391 and $59,931, respectively, to an affiliate of the Company’s then Chief Executive Officer (and now President) for seeking customers as part of its marketing services. This related party continues to provide services as President, under a services agreement.

On July 15, 2008, the Company entered into two-year employment agreements with its then Chief Executive Officer (and now President) and its Chief Financial Officer. The Agreements provide for salaries of $175,000 each annually for the first 6 months following the date of the agreements, $200,000 per year, for the next 6 months, and $225,000 for the remainder of the term.

As discussed in Note 9(D), In accordance with the share exchange with MGE, two former officers of MGE became Chief Executive Officer and Chief Operating Officer of the Company; the Company’s then Chief Executive Officer became President and the former President resigned that position but remained Chief Financial Officer. Additionally, the Company extended the President’s and Chief Financial Officer’s employment agreements to expire on the same day as the new executive officers.

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2009

(Unaudited)

Note 10 Commitments and Contingencies

(A) Canada Employment Agreements

During December 2008, M4GPM entered into three-year employment agreements with two employees who will serve as the President and the Chief Executive Officer and manage the operations of M4GPM to begin in 2009. The agreements provide for salaries of $87,500 Canadian dollars per year and the granting of 1,000,000 shares of common stock to each employee, 250,000 of which were fully vested and non-forfeitable upon execution of each agreement. (See Note 6(D))

(B) United Kingdom Employment Agreement

During March 2009, M4GH entered into an employment agreement with an employee who will serve as the manager of operations of M4GUK. The agreement entitles the manager to 750,000 shares of common stock that vest in equal increments of 250,000 shares annually over three years from the issuance date. The fair of value of these shares is $292,500 based upon the quoted closing trading price. For the three and six months ended June 30, 2009, the Company recognized $32,500 as compensation expense.

(C) Legal Proceedings

On January 6, 2009, a complaint was filed by Green Bullion Financial Services, LLC naming the Company as defendant. The complaint filed alleges (1) direct, contributory, and vicarious copyright infringement of the Plaintiff’s CASH4GOLD website; (2) false designation of origin based upon alleged use of the CASH4GOLD mark; (3) false advertising based upon statements made by the Company within its advertisements; (4) violation of the anti-cyber piracy consumer protection act; (5) violation of the Florida Deceptive and Unfair Trade Practices Act; and (6) common law unfair competition. These claims are prefaced upon the Plaintiff’s copyright registration of its website and its alleged common-law rights in the “CASH4GOLD” mark. The majority of these claims are based upon the actions of a third-party affiliate marketer unknown to the Company. On January 23, 2009, Plaintiff filed a motion for preliminary injunction seeking a Court order enjoining Money4Gold’s use of (1) the term “CASH4GOLD”; and (2) any portions of the Plaintiff’s website. The Company plans to vigorously defend the allegations. In April 2009, the court commenced a preliminary injunction hearing which concluded in May which decision has been reserved. On June 22, 2009, the District Court entered an order denying Green Bullion’s motion for preliminary injunction against the Company. Green Bullion subsequently filed an appeal with the U.S. Court of Appeals with respect to this decision. Green Bullion’s deadline to file its brief is currently September 8, 2009.

Given the preliminary stage of these proceedings, the Company is unable to give an accurate evaluation of the outcome of this proceeding or provide any estimate regarding the potential losses that would be incurred in the event of an unfavorable outcome.

Note 11 Concentrations

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

(A) Accounts Receivable


Customer	June 30, 2009	December 31, 2008
A	98%	100%

(B) Revenues


Customer	June 30, 2009	June 30, 2008
A	87%	—%
B	13%	—%

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2009

(Unaudited)

(C) Accounts Payable


Vendor	June 30, 2009	December 31, 2008
A	24%	68%

(D) Purchases


Vendor	June 30, 2009	June 30, 2008
A	12%	—%

Note 12 Segment Information

The Company’s revenue is substantially derived from the operation in a single business segment, through direct marketing and online advertising, the Company purchases precious metals from the public. These items are sold to a related party refiner, the Company’s primary customer.

Sales generated outside the United States are made by M4GPM, the Company’s Canadian subsidiary and M4GUK, the Company’s United Kingdom subsidiary.

A summary of the Company’s revenues and assets for the six months ended June 30, 2009 and for period from February 14, 2008 (Inception) to June 30, 2008 is provided below:


	2009
	M4G			M4GPM			M4GUK			Total
Revenues		$	1,977,301		$	651,117		$	47,584		$	2,676,002
Total assets		$	14,522,188		$	152,886		$	49,394		$	14,724,468


	2008
	M4G			M4GPM			M4GUK			Total
Revenues		$	—		$	—		$	—		$	—
Total assets		$	1,313,768		$	—		$	—		$	1,313,768

Note 13 Subsequent Events

The Company has evaluated for subsequent events between the balance sheet date of June 30, 2009 and August 19, 2009, the date the financial statements were issued.

During August 2009, M4GHI sold 1,333,336 shares of common stock and three year warrants to purchase 1,333,336 shares of common stock at an exercise price of $0.30 per share in a private placement for proceeds of $200,000.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Company Overview

Money4Gold Holdings, Inc. (the “Company” or “Money4Gold”) 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 online and television advertising, direct marketing 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 in the U.S. and internationally across multiple marketing channels and expanding our international presence. 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 we use 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 offer 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.

On May 7, 2009, Money4Gold acquired MGE Enterprises Corporation (“MGE”) (mygoldenvelope.com < http://mygoldenvelope.com > and sobredeoro.com < http://sobredeoro.com >) which had been a leading competitor mainly through multi language television advertising in the continental United States and Puerto Rico. MGE has partnered with world known pitchman including Anthony Sullivan, who will continue to produce and star in its commercials and represent the brand in all marketing channels internationally and domestically. MGE management has extensive experience in creating and growing businesses that provide shareholder value in a broad array of industries, including national retail distribution and sales, direct response, Internet marketing and finance. This acquisition not only broadened Money4Gold’s services but also substantially enhanced its management team.

In the second quarter of 2009 we accomplished significant milestones:

Our quarterly revenues increased to approximately $1,491,000 compared to the first quarter 2009 revenues of approximately $1,196,000 reflecting the impact of our marketing efforts;

Our gross margin was 58% compared to 54% for the first quarter of 2009; and

Our May 7, 2009 acquisition of MGE, a leading competitor with growing revenues from television advertising should lead to an increase in our future revenues and expenses.

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.

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 diamonds and melted precious metals including gold, silver, platinum. Revenue is recorded upon acceptance of the material by the refiner or the purchaser of the diamonds. 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 ”. 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 quarter ended June 30, 2009, we generated $1,490,560 in revenues and realized a gross profit of $859,703. Our gross profit margin was 58% for the second quarter 2009, an increase over the 54% gross margin for the first quarter of 2009. For the six months ended June 30, 2009, we generated $2,676,002 in revenues and realized a gross profit of $1,499,574 a gross profit margin of 56%.

For the quarter ended and the six months ended June 30, 2009, our total operating expenses were $2,362,887 and $4,330,016, respectively, which includes 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 quarter ended and the six months ended June 30, 2009 was $975,193 and $ 1,833,789, respectively.

For the quarter ended and six months ended June 30, 2009, we incurred a net loss of $1,722,893 and $3,078,585, respectively, which resulted largely from our increased marketing activity during the end of the period as well as the investment in the start up costs for the Canadian and United Kingdom operations.

For the quarter ended and six months ended June 30, 2009, we had stock based compensation expense of $213,737 and $338,221, respectively.

Liquidity and Capital Resources

For the six months ended June 30, 2009, we used net cash of $2,185,282 to fund our operating activities. From our net loss of $3,078,585, the primary offsetting items was an increase in accounts payable of $386,239.

For the six months ended June 30, 2009, we received $2,189 of net cash in investing activities consisting of cash acquired in the MGE acquisition, which was partially offset by the purchase of property and equipment.

For the six months ended June 30, 2009, we received net cash of $1,443,106 from financing activities primarily from the sale of common stock, the sale of Series B Preferred stock and proceeds from our revolving line of credit.

On March 4, 2009, the Company issued a secured $250,000 note. The note is secured by all of the assets of the Company, excluding the assets the Company acquired in the MGE acquisition, and limited $25,000 guarantees from the Company’s President and Chief Financial Officer. On April 14, 2009, we amended the note by extending the due date to June 1, 2010. We agreed to prepay the note once we have raised $500,000. Additionally, if the note is not paid by September 4, 2009, the principal increases to $275,000. For additional security to the note holder, we issued the note holder 1,000,000 warrants, exercisable at $0.01 per share with cashless exercise rights. The warrants only vest and become exercisable in the event the note is not paid in full by September 4, 2009.

On May 22, 2009, we entered into a verbal agreement with a shareholder who agreed to provide us with $500,000 to finance our media purchases. Although we have not entered into a definitive Agreement, we have borrowed all $500,000 as of the date of this report. We agreed to pay the shareholder a 5% fee equal to the revenue generated from the media purchased with the financing. This fee is limited to 6% of the total amount drawn down by us as of the end of each month. These advances are collateralized by the metals received and are repaid with interest upon the melting of the metals. On August 12, 2009, we raised $200,000 under our private placement and issued 1,333,336 shares of common stock and 1,333,336 warrants exercisable at $0.30 per share.

Our marketing efforts are and continue to be our most significant uses of cash. Due to the nature of Internet marketing, television advertising and traditional 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. As of June 25, 2009, Republic Metals Corporation (“Republic”) began providing us advances equal to 80% of the metals received by them. These advances are collateralized by the metals received and are repaid with interest upon the melting of the metals. The effect is we receive cash prior to expiration of the 10 day period in which a consumer can request the return of his jewelry; in exchange for accelerating our receipt of cash, we pay 8% per annum interest and acquire the risk of repaying Republic if the amount of returns exceeds the holdback. Our current cash resources may become a limiting factor as we increase our rate of growth. As of the date of this report, we had approximately $498,482 in available cash. We may not have sufficient working capital to fund our operations for the next 12 months. Very recently, our revenues have increased, which we attribute to our marketing efforts since the MGE acquisition. If this trend continues, our working capital will improve and our need for financing will decrease. In addition to seeking to raise money privately, we very recently entered into a Placement Agent Agreement with a broker-dealer which has agreed to use its best efforts to raise up to $1,100,000.

We are hoping to finance our growth and working capital needs with the proceeds from sales under our private placement and 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 and the decline in our stock price, we may not be able to borrow sufficient amounts to meet our working capital needs. Accordingly, we may be required to continue 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 President and an officer of our refiner is one of our directors. See Note 9 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.

New Accounting Pronouncements

See Note 1 to our unaudited consolidated financial statements included in this report for discussion of recent accounting pronouncements.

Forward Looking Statements

The statements in this report relating to the expansion of our marketing efforts, continuing our partnership with Anthony Sullivan, expectations regarding our liquidity, future revenues, expenses and growth 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 that may cause actual results to differ materially from these forward-looking statements include, but are not limited to, our ability to integrate with MGE, the impact of intense competition, the continuation or worsening of current economic conditions and the condition of the domestic and 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 10-K for the year ended December 31, 2008.

Item 3.

Quantitative and Qualitative 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 or Rule 15d-15 of the Securities Exchange Act of 1934 (the “Exchange Act”) under the supervision and with the participation of our management, including our Principal Executive Officer 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 Securities and Exchange Commission (the “SEC”) rules and forms and (ii) information is accumulated and communicated to management, including our Principal Executive Officer 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 Officer 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

There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings.

On June 22, 2009, the United States District Court, Southern District of Florida denied a motion for preliminary injunction by Green Bullion Financial Services, LLC, after evidentiary hearings on claims including copyright infringement, false designation of origin, false advertising, unfair competition, violation of the Anti-Cyber Piracy Consumer Protection Act and violation of the Florida Deceptive and Unfair Trade Practices Act. Green Bullion subsequently filed an appeal with the United States Court of Appeals with respect to this decision. The action remains pending. The amount of damages the plaintiff is seeking is unspecified. We believe that insofar as the allegations relate to us, the factual basis of the allegations is false and intend to vigorously defend the lawsuit.

Item 1A.

Risk Factors.

Not applicable to smaller reporting companies

Item 2.

Recent Sales of Unregistered Securities.

In addition to those unregistered securities previously disclosed in reports filed with the SEC, we have sold securities without registration under the Securities Act of 1933 in reliance upon the exemption provided in Section 4(2) and Rule 506 thereunder as described below.


Name or Class of Investor	Date Sold	No. of Securities	Reason for Issuance
Employees	December 29, 2009	2,000,000 shares of common stock	Employee grant
Private Placement Investors	April 9, 2009 through May 19, 2009	2,650,000 shares of common stock and 2,650,000 five–year warrants exercisable at $0.40 per share	Financing
Private Placement Investors	April 9, 2009 through May 19, 2009	2,250,000 five-year warrants exercisable at $0.40 per share	Repricing
Employee	April 13, 2009	250,000 five-year stock options exercisable at $0.31 per share ⁽¹⁾ and 3,226 shares of common stock	Employee grant
Investor	April 30, 2009	25,000 shares of Series B Preferred Stock	Financing
Trade Creditor	June 16, 2009	136,500 shares of common stock	Accounts payable
Consultant	June 16, 2009	7,979 shares of common stock	Consulting services
Private Placement Agent	June 16, 2009	250,000 shares of common stock	Compensation for services
Consultant	June 16, 2009	15,000 shares of common stock	Services rendered

(1)

While the SEC only requires disclosure when options granted under an employee incentive plan become exercisable, the Company has elected to disclose the issuance as a matter of convenience.

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.

Certain material agreements contain representations and warranties, which are qualified by the following factors: (1) the representations and warranties contained in any agreements filed with this report were made for the purposes of allocating contractual risk between the parties and not as a means of establishing facts; (2) the agreement may have different standards of materiality than standards of materiality under applicable securities laws; (3) the representations are qualified by a confidential disclosure schedule that contains nonpublic information that is not material under applicable securities laws; (4) facts may have changed since the date of the agreements; and (5) only parties to the agreements and specified third-party beneficiaries have a right to enforce the agreements. The confidential disclosure schedule is not filed in accordance with SEC Staff policy, but will be provided to the Staff upon request.


No.	Description	Incorporated By Reference	Exhibit #
2.1	Share Exchange Agreement dated July 23, 2008	Form 8-K filed July 29, 2008	2.1
2.2	MGE Share Exchange Agreement dated May 5, 2009	Filed with this report
3.1	Amended and Restated Certificate of Incorporation	Form 10-Q filed November 19, 2008	3.3
3.2	Certificate of Correction to the Certificate of Incorporation	Form 10-Q filed May 20, 2009	3.2
3.3	Certificate of Amendment to the Certificate of Incorporation	Filed with this report
3.4	Certificate of Designation – Series A Preferred Stock	Form 10-K filed April 15, 2009	3.3
3.5	Certificate of Correction to the Certificate of Designation –Series A Preferred Stock	Filed with this report
3.6	Certificate of Designation – Series B Preferred Stock	Form 10-Q filed May 20, 2009	3.5
3.7	Amended and Restated Bylaws	Form 10-Q filed May 20, 2009	3.3
4.1	2008 Equity Incentive Plan	Form 10-Q filed May 20, 2009	4.1
4.2	2008/2009 Management Bonus Plan	Form 10-Q filed May 20, 2009	4.2
4.3	Whalehaven Secured Convertible Promissory Note	Form 10-Q filed May 20, 2009	4.3
10.1	Whalehaven Security Agreement	Form 10-Q filed May 20, 2009	10.1
10.2	Whalehaven Subscription Agreement	Form 10-Q filed May 20, 2009	10.2
10.3	Shareholders Agreement dated May 5, 2009	Filed with this report
10.4	Douglas Feirstein Employment Agreement	Filed with this report
10.5	Todd Oretsky Employment Agreement Amendment	Filed with this report
10.6	Hakan Koyuncu Employment Agreement Amendment	Filed with this report
10.7	Daniel Brauser Employment Agreement Amendment	Filed with this report
31.1	Certification of Principal Executive Officer (Section 302)	Filed with this report
31.2	Certification of Principal Financial Officer (Section 302)	Filed with this report
32.1	Certification of Chief Executive Officer and Chief Financial Officer (Section 906)	Furnished with this report

SIGNATURES

Pursuant to 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.


		MONEY4GOLD HOLDINGS, INC


August 19, 2009		/s/ D OUGLAS F EIRSTEIN
		Douglas Feirstein
		Chief Executive Officer (Principal Executive Officer)


August 19, 2009		/s/ D ANIEL B RAUSER
		Daniel Brauser
		Chief Financial Officer (Principal Financial Officer)

Exhibit 2.2

SHARE EXCHANGE AGREEMENT

SHARE EXCHANGE AGREEMENT, dated as of May 5, 2009, by and among MGE Enterprises Corporation, a Wyoming corporation (“MGE”), the shareholders of MGE who are a signatory party hereto (the “MGE Shareholders”), and Money4Gold Holdings, Inc., a Delaware corporation (“Money”) (MGE, the MGE Shareholders, and Money may collectively be referred to as the “Parties” or individually as a “Party”).

This Agreement contemplates a transaction in which Money will acquire all of the outstanding shares of stock of MGE from the MGE Shareholders for common stock of Money through a share exchange upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, representations and warranties made herein, and of the mutual benefits to be derived hereby, the parties hereto agree as follows:

ARTICLE I.
DEFINITIONS

1.1

Definition of Certain Terms . The terms defined in this Section 1, whenever used in this Agreement, shall have the respective meanings indicated below for all purposes of this Agreement. All references herein to a Section or Article are to a Section or Article of or to this Agreement, unless otherwise indicated.

“Accredited Investor” has the meaning set forth in Regulation D promulgated under the Securities Act.

“Affiliate” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Exchange Act.

“Affiliated Group” means any affiliated group within the meaning of Code Section 1504(a).

“Agreement” means this Share Exchange Agreement, including the schedules and exhibits hereto.

“Business” means the businesses of the applicable entity and its subsidiaries.

“Closing” has the meaning set forth in Section 2.2 below.

“Closing Date” has the meaning set forth in Section 2.2 below.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” means the common stock of Money or MGE, as applicable.

“Confidential Information” means any information concerning the businesses and affairs of the other Party that is not already generally available to the public.

“Credit Balance” has the meaning set forth in Section 8.4 below.

“Data Laws” means laws, regulations, guidelines, and rules in any jurisdiction (federal, state, provincial, or local) applicable to data privacy, data security, and/or personal information, as well as any applicable industry standards.

“Disclosure Schedule” means the schedule attached hereto as Exhibit A .

“Effective Date” shall mean the date of this Agreement.

“Envelope” means Pink Package LLC, a Delaware limited liability company d/b/a MyGoldEnvelope, LLC.

“Exchange Act” means the Securities Exchange Act of 1934.

“Exchange Ratio” means the number of shares of Money Common Stock which will be exchanged for each share of MGE Common Stock.

“Financial Statements of MGE” has the meaning set forth in Section 3.1(f) below.

“Financial Statements of Money” has the meaning set forth in Section 4.1(f) below.

“Environmental, Health, and Safety Requirements” shall mean all federal, state, local and foreign statutes, regulations, ordinances and other provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations and all common law concerning public health and safety, worker health and safety, and pollution or protection of the environment, including without limitation all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation, each as amended and as now or hereafter in effect.

“GAAP” means United States generally accepted accounting principles as in effect from time to time.

“Indemnified Party” has the meaning set forth in Section 9.3 below.

“Indemnifying Party” has the meaning set forth in Section 9.3 below.

“Intellectual Property” means all (i) right, title and interest in and to all patents, licenses, copyrights, trademarks, trade names, service marks, logos and slogans, domain

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names, and all of the goodwill associated therewith, rights to software currently developed or being developed prior to this acquisition or in the future and all registrations, applications and other rights associated with the foregoing, if any, whether registered or unregistered, now used or presently planned to be used, and (ii) right, title and interest in and to all know-how, technology, slogans, data, studies, confidential information, restrictive covenants, computer software (including documentation and related object and source codes), indemnity rights, and other intangible assets now used or presently planned to be used, and all of the goodwill associated therewith, confidentiality obligations and similar obligations of present and former shareholders, officers and employees of the company, including the right to sue for past infringement thereof.

“Knowledge” means that (i) in the case of a Person, that Person is actually aware of the fact or other matter to which the term “Knowledge” relates, or (ii) in the case of an entity, any officer, director or manager of the applicable entity is actually aware of the fact or other matter to which the term “Knowledge” relates.

“Management Investment” has the meaning set forth in Section 8.4 below.

“Material Adverse Change” means any event or circumstance which could reasonably be expected to have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, or results of operations, any of which is measured on a short-term basis of Envelope, MGE or Money. Provided, however, a Material Adverse Effect does not exist solely because (i) there are changes in the economy, credit markets or capital markets, or (ii) changes generally affecting the industry in which Envelope operated or MGE and Money operate, which none disproportionately affected Envelope or affect MGE or Money in contrast to its competitors.

“Material Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, or results of operations, any of which is measured on a short-term basis of Envelope, MGE or Money. Provided , however , a Material Adverse Effect does not exist solely because (i) there are changes in the economy, credit markets or capital markets, or (ii) changes generally affecting the industry in which Envelope operated or MGE and Money operate, which none disproportionately affected Envelope or affect MGE or Money in contrast to its competitors.

“MGE Stock” means the common stock of MGE.

“Money Common Stock” means the common stock of Money.

“Most Recent Financial Statements of Envelope” has the meaning set forth in Section 3.1(f) below.

“Most Recent Fiscal Month End of Envelope” has the meaning set forth in Section 3.1(f) below.

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“Most Recent Fiscal Year End of Envelope” has the meaning set forth in Section 3.1(f) below.

“Most Recent Financial Statements of Money” has the meaning set forth in Section 4.1(f) below.

“Most Recent Fiscal Month End of Money” has the meaning set forth in Section 4.1(f) below.

“Most Recent Fiscal Year End of Money” has the meaning set forth in Section 4.1(f) below.

“Ordinary Course of Business” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

“Party” has the meaning set forth in the preface above.

“Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity (or any department, agency, or political subdivision thereof).

“SEC Documents” means any report on Forms 8-K, 10-Q or 10-K (or any predecessor forms), any Schedule 14A and 14Cs and any Registration Statements.

“Securities Act” means the Securities Act of 1933.

“Security Interest” means any mortgage, pledge, lien, encumbrance, charge, or other security interest, other than (a) mechanic’s, materialmen’s, and similar liens, (b) liens for taxes not yet due and payable, (c) purchase money liens and liens securing rental payments under capital lease arrangements, and (d) other liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money.

“Share Exchange” has the meaning set forth in Section 2.1 below.

“Subsidiary” means any entity with respect to which a specified Person (or a Subsidiary thereof) owns a majority of the equity interests or has the power to vote or direct the voting of sufficient securities to elect a majority of the directors or managers.

“Tax” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, intangibles, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

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“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto.

“Third Party Claim” has the meaning set forth in Section 9.3(a) below.

ARTICLE II.
BASIC TRANSACTION

2.1

The Exchange . At the Closing, the MGE Shareholders shall sell, convey, transfer and assign to Money, and Money shall purchase and accept from MGE Shareholders all right, title and interest in and to all of the issued and outstanding MGE Stock owned by the MGE Stockholders (the “Money Share Exchange Consideration”) in exchange for 74,876,432 shares of Money Common Stock (the “MGE Share Exchange Consideration”), on and subject to the terms and conditions of this Agreement (the “Share Exchange”). The Exchange Ratio shall be approximately 7,487.64 shares of Money Common Stock for each share of MGE Common Stock. Fractional shares shall be rounded down.

2.2

The Closing . The closing of the transactions contemplated hereby (the “Closing”) shall take place at the offices of Harris Cramer LLP at 1555 Palm Beach Lakes Blvd., Suite 310, West Palm Beach, Florida, commencing at 12:00 p.m., eastern time (or such other place and time as the Parties may mutually determine), on the first business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective Parties will take at the Closing itself) or such other date as the Parties may mutually determine (the “Closing Date”); provided , however , that the Closing Date shall be no later than May 8, 2009.

2.3

Deliveries/Actions at Closing .

(a)

MGE and MGE Shareholders . At Closing, (i) MGE and the MGE Shareholders shall deliver to Money the various certificates, instruments, and documents referred to in Article V below; (ii) the MGE Shareholders shall deliver (or cause to be delivered) to Money the various certificates, instruments, and documents referred to in Section 2.4 below; (iii) Todd Oretsky and Douglas Feirstein will each execute and deliver an employment agreement in the form attached hereto as Exhibit B (the “Employment Agreement”);

(b)

Money . At Closing, (i) Money shall deliver to MGE the various certificates, instruments, and documents referred to in Article V below; (ii) Money shall deliver (or cause to be delivered) to the MGE Shareholders stock certificates for 74,876,432 shares of Money Common Stock based on the Exchange Ratio.

2.4

Exchange Conditions . At Closing, the MGE Shareholders shall deliver to Money the following:

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(a)

The original stock certificate(s) representing the MGE Common Stock.

(b)

Stock Power substantially in the form attached hereto as Exhibit C .

2.5

Adjustments to Stock Upon Certain Events .

(a)

Subject to any required action by the shareholders of Money, the Exchange Ratio shall be proportionately adjusted for any increases or decrease in the number of issued shares of Money Common Stock resulting from a stock split, stock dividend, combination or reclassification of Money Common Stock, or any other increase or decrease in the number of issued shares of Money Common Stock effected without receipt of consideration by Money prior to the Closing; provided , however , that conversion of any convertible securities of Money, the issuance of shares of Money Common Stock for shares of MGE Common Stock pursuant to the Share Exchange, or the voluntary cancellation whether by virtue of a cashless exercise of a derivative security of Money or otherwise shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by Money, in its sole and reasonable discretion, and such determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by Money of shares of capital stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the Exchange Ratio. No adjustments shall be made for dividends or other distributions paid in cash or in property other than securities of Money.

(b)

No fractional shares shall be issued as a result of Section 2.5(a) and shares of MGE Common Stock converted to shares of Money Common Stock pursuant to the Share Exchange shall receive from Money cash in lieu of such fractional shares.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF MGE AND THE MGE SHAREHOLDERS

3.1

Representations and Warranties of the MGE Shareholders . MGE, Todd Oretsky (“Oretsky”) and Douglas Feirstein (“Feirstein”), jointly and severally (except severally as to Sections 3.1(d) and (x)), represent and warrant to Money that the statements contained in this Article III are true, correct and complete in all material respects as of the Effective Date and will be true, correct and complete in all material respects as of the Closing Date, except as set forth in the Disclosure Schedule. Each MGE Shareholder severally represents and warrants to Money that the statements contained in Sections 3.1(d) and 3.1(x) as to such MGE Shareholder are true, correct and complete in all material respects as of the Effective Date and will be true, correct and complete in all material respects as of the Closing Date, except as set forth in the Disclosure Schedule.

(a)

Organization, Qualification and Corporate Power . MGE is a corporation duly organized, validly existing, and in good standing under the laws of the State of Wyoming. MGE is duly authorized to conduct business and is in good standing

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under the laws of the State of Florida. To their Knowledge, MGE has full corporate power and authority to carry on the Businesses in which it (and Envelope) was engaged and to own and use the properties owned and used by it (and Envelope).

(b)

Subsidiary . MGE has no Subsidiaries.

(c)

Capitalization . Section 3.1(c) of the Disclosure Schedule sets forth the number of authorized and outstanding securities of MGE, along with a list of each MGE Shareholder, their current address and the number of shares owned. All of the issued shares of capital stock of MGE have been duly authorized and are validly issued, fully paid, and nonassessable. Except as set forth in Section 3.1(c) of the Disclosure Schedule, there are not any outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require MGE to issue, sell or otherwise cause to become outstanding any of the securities of MGE. There are not any outstanding contractual obligations of MGE to repurchase, redeem or otherwise acquire any securities of MGE.

(d)

Authorization of Transaction . MGE has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of MGE and the MGE Shareholders, enforceable in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the exercise of judicial discretion by the court before which any proceeding therefore may be brought.

(e)

Noncontravention . Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which MGE is subject or any provision of the certificate of incorporation or bylaws of MGE or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which MGE is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a Material Adverse Effect on MGE or on the ability of the Parties to consummate the transactions contemplated by this Agreement. MGE is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a Material Adverse Effect with regard to MGE or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

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(f)

Financial Statements . Attached hereto as Section 3.1(f) of the Disclosure Schedule are (i) the unaudited balance sheet and statements of profit and loss, shareholders equity and cash flow as of and for the years ended December 31, 2008 (the “Most Recent Fiscal Year End of Envelope”) and December 31, 2007 for Envelope, (ii) the unaudited balance sheet and statements of profit and loss and cash flow for Envelope (the “Most Recent Financial Statements of Envelope”) as of and for the three months ended March 31, 2009 (the “Most Recent Fiscal Month End of Envelope”), and (iii) the unaudited balance sheet and statements or profit and loss and cash flow (the “Most Recent Financial Statements of MGE”) as and for the period from inception through March 31, 2009 (the “Most Recent Month End of MGE”). The above mentioned unaudited financial statements shall be referred to collectively as the “Financial Statements of MGE.” The Financial Statements of MGE (including the notes thereto) fairly present the financial condition of MGE and Envelope, as applicable, as of such dates and the results of operations of MGE and Envelope, as applicable, for such periods are consistent with the books and records of MGE and Envelope, as applicable. Except as set forth in the Financial Statements of MGE, MGE and Envelope have no liabilities or obligations (whether accrued, absolute, contingent or otherwise) (i) of a nature required to be disclosed on a balance sheet or in the related notes to Financial Statements of MGE or (ii) which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on MGE or Envelope. The Financial Statements of MGE do not contain any untrue statements of material facts or knowingly omit to state any material facts required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading; provided , however , that the Most Recent Financial Statements of Envelope and MGE are subject to normal year-end adjustments none of which is material and lack footnotes and other presentation items.

(g)

Events Subsequent to Most Recent Fiscal Year End . Since the Most Recent Fiscal Year End of Envelope and since the inception of MGE, there has not been any Material Adverse Effect with regard to Envelope or MGE. Without limiting the generality of the foregoing, since that date, except as otherwise disclosed on Section 3.1(g) of the Disclosure Schedule, Section 8.2(b) below or in connection with the merger of Envelope with and into MGE:

(i)

Neither MGE nor Envelope has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than in the Ordinary Course of Business;

(ii)

Neither MGE nor Envelope has entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $50,000 and outside the Ordinary Course of Business;

(iii)

No party (including MGE and Envelope) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $50,000 to which MGE or Envelope is a party or by which any of them is bound;

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(iv)

Neither MGE nor Envelope has imposed any Security Interest upon any of its assets, tangible or intangible;

(v)

Neither MGE nor Envelope has made any capital expenditure (or series of related capital expenditures) involving more than $50,000 and outside the Ordinary Course of Business;

(vi)

Neither MGE nor Envelope has made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) involving more than $50,000 and outside the Ordinary Course of Business;

(vii)

Except as provided on Section 3.1(g)(vii) of the Disclosure Schedule , neither MGE nor Envelope has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $25,000 singly or $50,000 in the aggregate;

(viii)

Neither MGE nor Envelope has delayed or postponed the payment of accounts payable and other liabilities outside the Ordinary Course of Business;

(ix)

Neither MGE nor Envelope has cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $50,000 or outside the Ordinary Course of Business;

(x)

Envelope has not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property;

(xi)

There has been no change made or authorized in the charter or bylaws of MGE;

(xii)

Neither MGE nor Envelope has issued, sold, or otherwise disposed of any of its securities, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its securities;

(xiii)

Neither MGE nor Envelope has experienced any damage, destruction, or loss (whether or not covered by insurance) to its property;

(xiv)

Neither MGE nor Envelope has made any loan to, or entered into any other transaction with, any of its managers, officers, and employees outside the Ordinary Course of Business;

(xv)

Except as provided on Section 3.1(g)(xv) of the Disclosure Schedule , neither MGE nor Envelope has entered into or terminated any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement, in excess of $50,000, other than in the Ordinary Course of Business;

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(xvi)

Except as provided on Section 3.1(g)(xvi) of the Disclosure Schedule , neither MGE nor Envelope has granted any increase in the base compensation of any of its directors, managers, officers, and employees outside the Ordinary Course of Business;

(xvii)

Neither MGE nor Envelope has made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;

(xviii)

Neither MGE nor Envelope has discharged a material liability or Security Interest outside the Ordinary Course of Business;

(xix)

Neither MGE nor Envelope has made any loans or advances of money;

(xx)

Neither MGE nor Envelope has disclosed any Confidential Information outside of the Ordinary Course of Business; and

(xxi)

Neither MGE nor Envelope has committed to any of the foregoing.

(h)

Undisclosed Liabilities . Except as listed in Section 3.1(h) of the Disclosure Schedule , neither MGE nor Envelope has any accrued, contingent or other liabilities of any nature, either matured or unmatured, except for (i) liabilities set forth on the face of the Most Recent Financial Statements of MGE (rather than in any notes thereto) and (ii) liabilities which have arisen after the Most Recent Fiscal Month End of MGE in the Ordinary Course of Business.

(i)

Litigation . Section 3.1(i) of the Disclosure Schedule sets forth each instance in which MGE and/or Envelope (i) is subject to any outstanding injunction, judgment, order, decree, ruling, or charge or (ii) is a party to any action, suit, proceeding, hearing, or, to their Knowledge, investigation of, in, or before any court or quasi-judicial or administrative agency including any arbitration or mediation proceeding of any federal, state, local, or foreign jurisdiction, except where the injunction, judgment, order, decree, ruling, action, suit, proceeding, hearing, or investigation would not have a Material Adverse Effect with regard to MGE or Envelope.

(j)

Benefit Plans . Neither MGE nor Envelope has adopted any employee benefit plans.

(k)

Tax Matters .

(i)

MGE and Envelope have filed all Tax Returns that they were required to file, except where the failure to file Tax Returns or to pay Taxes would not have a Material Adverse Effect with regard to MGE or Envelope, as applicable. No claim has ever been made by an authority in a jurisdiction where MGE or Envelope does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no Security Interests on any of the assets of MGE or Envelope that arose in connection with any failure (or alleged failure) to pay any Tax.

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(ii)

MGE and Envelope have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, equityholder, or other third party.

(iii)

Neither MGE nor Envelope has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency.

(iv)

Neither MGE nor Envelope is liable for Taxes of any other Person nor is it a party to or bound by any tax sharing agreement, Tax indemnity obligation or similar agreement, arrangement or practice with respect to taxes (including any advance pricing agreement, closing agreement or other agreement relating to Taxes with any taxing authority).

(v)

Neither MGE nor Envelope is or has been a member of an Affiliated Group filing a consolidated federal Tax Return.

(vi)

There are no liens for taxes exist with respect to any assets or properties of MGE or Envelope, except for liens for taxes not yet due.

(vii)

No material Tax Return of MGE or Envelope has ever been under audit or examination by any taxing authority, and no written or, to their Knowledge, unwritten notice of such an audit or examination has been received by it. None of the Tax Returns of MGE or Envelope have been examined by and/or settled with any governmental entity. No claim has ever been made by an authority in a jurisdiction where Envelope does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.

(viii) Neither MGE nor Envelope is required to include in a taxable period ending after the Effective Date taxable income attributable to income that accrued in a prior taxable period but was not recognized in any prior taxable period as a result of an installment sale or o pen transaction disposition made on or prior to the Effective Date or a change in method of accounting for a taxable period ending on or prior to the Effective Date.

(ix) Neither MGE nor Envelope is a party to any joint venture, partnership, or arrangement or contract which could be treated as a partnership for federal income Tax purposes.

(x)

Neither MGE nor Envelope has entered into any sale leaseback or any leveraged lease transaction that fails to satisfy the requirements of Revenue Procedure 75-21 (or similar provisions of foreign law).

(xi) Neither MGE nor Envelope is a party to any agreement, contract, arrangement or plan that would result (taking into account the transactions contemplated by this Agreement), separately or in the aggregate, in the payment of any “excess parachute payments” within the meaning of Section 280G of the Code.

(xii) All material elections with respect to Taxes affecting MGE or Envelope are disclosed or attached to each of their Tax returns.

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(xiii) There are no private letter rulings in respect of any Tax pending between MGE or Envelope and any taxing authority.

(l)

Contracts . Section 3.1(l) of the Disclosure Schedule lists the following contracts and other agreements to which MGE or Envelope is a party:

(i)

any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $50,000 per annum;

(ii)

any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to MGE, or involves consideration in excess of $50,000;

(iii)

any agreement concerning a partnership or joint venture;

(iv)

any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness, or any capitalized lease obligation, in excess of $50,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible;

(v)

(any agreement concerning confidentiality or noncompetition outside of the Ordinary Course of Business;

(vi)

any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, managers, officers, and employees;

(vii)

any collective bargaining agreement;

(viii)

any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $50,000 or providing severance benefits;

(ix)

any agreement under which it has advanced or loaned any amount to any of its managers, officers, members and employees outside the Ordinary Course of Business;

(x)

any agreement under which the consequences of a default or termination could be considered to have a Material Adverse Effect with regard to MGE or Envelope; or

(xi)

a ny other agreement (or group of related agreements) the performance of which involves consideration in excess of $50,000.

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MGE has delivered or made available to Money a correct and complete copy of each written agreement listed in Section 3.1(l) of the Disclosure Schedule . With respect to each such agreement: (A) the agreement is valid, binding, enforceable, and in full force and effect and (B) to the Knowledge of MGE, no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (C) no party has repudiated any provision of the agreement.

(m)

Intellectual Property.

(i)

MGE owns or has the right to use pursuant to license, sublicense, agreement, or permission all Intellectual Property reasonably necessary or desirable for the operation of (A) its Business as presently conducted and as presently proposed to be conducted and (B) the former Business of Envelope. Each item of Intellectual Property owned or used by MGE and/or Envelope immediately prior to the Effective Date will be owned or available for use by MGE on identical terms and conditions immediately subsequent to the Effective Date.

(ii)

Neither MGE nor Envelope, to their Knowledge, has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of third parties, and none of MGE, Envelope, or their owners, directors, officers, or managers (or employees with responsibility for Intellectual Property matters) has ever received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that it must license or refrain from using any Intellectual Property rights of any third party). To the Knowledge of MGE, Envelope or any of their owners, directors, managers or officers (and employees with responsibility for Intellectual Property matters), no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of MGE or Envelope.

(iii)

To the Knowledge of MGE, Envelope, or any of their officers or directors, it will not interfere with, infringe upon, misappropriate, or otherwise come into conflict with, any Intellectual Property rights of third parties as a result of the continued operation of its Business as presently conducted and as presently proposed to be conducted.

(iv)

Neither MGE, Envelope, or any of their directors or officers have any Knowledge of any new products, inventions, procedures, or methods of manufacturing or processing that any competitors or other third parties have developed which reasonably could be expected to supersede or make obsolete any product or process of either of them.

(n)

Tangible Assets . MGE owns or leases all buildings, machinery, equipment, and other tangible assets necessary for the conduct of their businesses as presently conducted and as presently proposed to be conducted. Each such tangible asset has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear).

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(o)

Transactions with Affiliates . To the knowledge of MGE, Envelope, or any of their owners, directors, managers or officers, except (i) for employment and benefit arrangements, (ii) arrangements on arm’s length terms in the ordinary course of business and (iii) agreements set forth on Schedule 3.1(o) of the Disclosure Schedule , no director, officer, manager, or owner (or any Affiliate thereof) other than a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market and less than one percent (1%) of the stock of which is beneficially owned by all such Persons), has any interest in (a) any agreement with Envelope or relating to its business, including any agreement for or relating to indebtedness of MGE or Envelope; (b) any property, including Intellectual Property and Real Property, used or currently intended to be used in, the business.

(p)

Powers of Attorney . There are no outstanding powers of attorney executed on behalf of MGE or Envelope.

(q)

Guaranties . Neither MGE nor Envelope is a guarantor or otherwise liable for any liability or obligation (including indebtedness) of any other Person.

(r)

Brokers’ Fees . None of MGE, Envelope or MGE Shareholders has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

(s)

Environmental, Health, and Safety Matters .

(i)

To their knowledge, MGE and Envelope have complied with and are or were in material compliance with all Environmental, Health, and Safety Requirements.

(ii)

None of MGE, Envelope, or their managers, directors, officers, or employees has received any written notice, or to their Knowledge unwritten notice, regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements.

(t)

Real Property . MGE does not own any real property. Section 3.1(t) of the Disclosure Schedule lists and describes briefly all real property leased or subleased to MGE and/or Envelope. MGE has delivered to Money or its counsel correct and complete copies of the leases and subleases listed in Section 3.1(t) of the Disclosure Schedule . With respect to each lease and sublease listed in Section 3.1(t) of the Disclosure Schedule , except as otherwise stated therein:

(i)

the lease or sublease is legal, valid, binding, enforceable, and in full force and effect in all material respects;

(ii)

to the Knowledge of MGE and Envelope or any of their owners, directors, managers or officers, no party to the lease or sublease is in material

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breach or material default, and, to its Knowledge, no event has occurred which, with notice or lapse of time, would constitute a material breach or material default or permit termination, modification, or acceleration thereunder;

(iii)

to the Knowledge of MGE, Envelope or any of their owners, directors, managers or officers, no party to the lease or sublease has repudiated any material provision thereof;

(iv)

there are no material disputes, oral agreements, or forbearance programs in effect as to the lease or sublease;

(v)

Neither MGE nor Envelope has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; and

(vi)

all facilities leased or subleased thereunder have received all approvals of governmental authorities (including material licenses and permits) required in connection with the operation thereof, except where the lack of such approvals, licenses or permits would not have a Material Adverse Effect with regard to MGE or Envelope, and have been operated and maintained in accordance with applicable laws, rules, and regulations in all material respects.

(u)

Suppliers . Except as set forth in Section 3.1(u) of the Disclosure Schedule , for the lesser of the last three years or Envelope’s existence, there have not been any changes in the business relationships of MGE or Envelope with any of their suppliers that would have a Material Adverse Effect on MGE or Envelope, as applicable, or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

(v)

No Appraisal Rights . No member of Envelope or MGE Shareholder is entitled to any appraisal or dissenters’ rights under applicable state law, except to the extent that MGE Shareholders do not execute this Agreement and then only to the extent provided by applicable state law.

(w)

Title to Assets . All material assets previously used in the Business of Envelope have been transferred to, and are titled in the name of, MGE as of the Effective Date. MGE is the sole record and beneficial owner of all the assets, including the Real Property, reflected on the Financial Statements of MGE, as such assets may have changed in the Ordinary Course of Business, and used by it in the Ordinary Course of Business, free and clear of all Security Interests. In particular, without limiting the generality of the foregoing, there has been no assignment, subletting or granting of any license or in respect of MGE’s assets or any granting of any agreement or right capable of becoming an agreement or right for the purchase of any such assets other than pursuant to the provisions of this Agreement.

(x)

MGE Shareholders . Each MGE Shareholder, severally and not jointly, hereby represents and warrants to and covenants to Money as follows:

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(i)

Such Person owns the MGE Common Stock free and clear of any and all claims, liens, security interests or encumbrances of any nature or kind and, as such, has the exclusive right and full power to sell, transfer and assign the MGE Common Stock to Money free of any claims, liens, security interests or encumbrances.

(ii)

Neither the execution nor the delivery of this Agreement, the incurrence of the obligations herein set forth, the consummation of the transactions herein contemplated, nor the compliance with the terms of this Agreement will conflict with, or result in a breach of, any of the terms, conditions, or provisions of, or constitute a default under, any bond, note, or other evidence or indebtedness or any contract, indenture, mortgage, deed of trust, loan agreement, lease, or other agreement or instrument to which such Person is a party or by which such Person may be bound.

(iii)

Such Person has the right, power, legal capacity, and authority to execute and enter into this Agreement and to execute all other documents and perform all other acts as may be necessary in connection with the performance of this Agreement.

(iv)

All approvals or consents required in connection with the execution of this Agreement by such Person or the performance of such Person's obligations under this Agreement have been obtained by such Person.

(v)

Each MGE Shareholder acknowledges that all of his interest in the membership interests and assets of Envelope has been assigned, transferred and delivered to MGE for adequate consideration, including, but not limited to, the MGE Common Stock.

(vi)

Such person waives all appraisal or dissenters’ rights under applicable state law in connection with (i) the merger of Envelope with and into MGE and this Agreement and (ii) has had the opportunity to review this Agreement with counsel.

(vii)

Such Person (A) understands that the Money Common Stock have not been, and will not be, registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering, (B) is acquiring the Money Common Stock solely for his or its own account for investment purposes, and not with a view to the distribution thereof, (C) is a sophisticated investor with knowledge and experience in business and financial matters, (D) has received certain information concerning Money based upon reports filed by Money with the Securities and Exchange Commission and has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in holding the Money Common Stock, (E) is able to bear the economic risk and lack of liquidity inherent in holding the Money Common Stock, and (F) is an Accredited Investor as defined in Section 3.1(x) of the Disclosure Schedule .

(y)

Disclosure . The representations and warranties contained in this Article III do not contain any untrue statements of a material fact or omit to state any

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material fact necessary in order to make the statements and information contained in this Article III not misleading.

(z)

No Other Representations . MGE and the MGE Shareholders have required Money to make extensive representations and warranties in this Agreement and therefore Money (as well as its Affiliates) shall not be deemed to have made to MGE and the MGE Shareholders any representation or warranty other than those expressly made in Article IV.

ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF MONEY

4.1

Representations and Warranties of Money . Money represents and warrants to MGE and the MGE Shareholders that the statements contained in this Article IV are true, correct and complete in all material respects as of the Effective Date and will be true, correct and complete in all material respects as of the Closing Date, except as set forth in the Disclosure Schedule.

(a)

Organization, Qualification and Corporate Power . Money is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Money will be duly authorized to conduct business and will be in good standing under the laws of the State of Florida as of the Closing Date To the Knowledge of Money, Money has full corporate power and authority to carry on the Business in which it is engaged and to own and use the properties owned and used by it.

(b)

Capitalization . Section 4.1(b) of the Disclosure Schedule sets forth the number of authorized and outstanding securities of Money. All of the issued shares of capital stock of Money have been duly authorized and are validly issued, fully paid, and nonassessable. Except as set forth in Section 4.1(b) of the Disclosure Schedule, there are not any outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require Money to issue, sell or otherwise cause to become outstanding any of the securities of Money. There are not any outstanding contractual obligations of Money to repurchase, redeem or otherwise acquire any securities of Money.

(c)

Authorization of Transaction . Money has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Money and the Members, enforceable in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the exercise of judicial discretion by the court before which any proceeding therefore may be brought.

(d)

Noncontravention . Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate

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any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Money is subject or any provision of the articles of incorporation or bylaws of Money or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Money is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a Material Adverse Effect on Money or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Money is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file, or to obtain any authorization, consent, or approval would not have a Material Adverse Effect with regard to Money or on the ability of the Parties to consummate the transactions contemplated by this Agreement.

(e)

Financial Statements . Attached hereto as Section 4.1(e) of the Disclosure Schedule are (i) the audited balance sheet and statements of profit and loss, shareholders’ equity and cash flow as of and for the fiscal year ended December 31, 2008 (the “Most Recent Fiscal Year End of Money”) and (ii) the unaudited balance sheets and statements of profit and loss and cash flow as of and for the three months ended March 31, 2009 (the “Most Recent Month End of Money”) for Money. The above mentioned audited and unaudited financial statements shall be referred to collectively as the “Financial Statements of Money.” The Financial Statements of Money (including the notes thereto) fairly present the financial condition of Money as of such dates and the results of operations of Money for such periods; provided , however , that the Most Recent Month End Financial Statements of Money are subject to normal year-end adjustments none of which is material and lack footnotes and other presentation items, all in accordance with GAAP. Furthermore, the Most Recent Month End Financial Statements are not complete, do not contain notes and have not been reviewed by the Company’s independent registered public accounting firm and subject to changes, which may be material.

(f)

Events Subsequent to Most Recent Fiscal Year End . Since the Most Recent Fiscal Year End of Money, there has not been any Material Adverse Effect with regard to Money. Without limiting the generality of the foregoing, since that date, except as otherwise disclosed on Section 4.1(f) of the Disclosure Schedule :

(i)

Money has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;

(ii)

Money has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $50,000 and outside the Ordinary Course of Business;

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(iii)

No party (including Money) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $50,000 to which Money is a party or by which any of them is bound;

(iv)

Money has not imposed any Security Interest upon any of its assets, tangible or intangible;

(v)

Money has not made any capital expenditure (or series of related capital expenditures) involving more than $50,000 and outside the Ordinary Course of Business;

(vi)

Money has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) involving more than $50,000 and outside the Ordinary Course of Business;

(vii)

Money has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $25,000 singly or $50,000 in the aggregate;

(viii)

Money has not delayed or postponed the payment of accounts payable and other liabilities outside the Ordinary Course of Business;

(ix)

Money has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $50,000 or outside the Ordinary Course of Business;

(x)

Money has not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property;

(xi)

There has been no change made or authorized in the charter or bylaws of Money;

(xii)

Money has not issued, sold, or otherwise disposed of any of its securities, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its securities;

(xiii)

Money has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property;

(xiv)

Money has not has made any loan to, or entered into any other transaction with, any of its managers, officers, and employees outside the Ordinary Course of Business;

(xv)

Money has not entered into or terminated any employment contract or collective bargaining agreement, written or oral, or modified the terms of any

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existing such contract or agreement, in excess of $60,000, other than in the Ordinary Course of Business;

(xvi)

Money has not granted any increase in the base compensation of any of its managers, officers, and employees outside the Ordinary Course of Business;

(xvii)

Money has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business;

(xviii)

Money has not discharged a material liability or Security Interest outside the Ordinary Course of Business;

(xix)

Money has not made any loans or advances of money;

(xx)

Money has not disclosed any Confidential Information outside of the Ordinary Course of Business; and

(xxi)

Money has not committed to any of the foregoing.

(g)

SEC Reports . Since July 29, 2008, Money has timely made all filings with the Securities and Exchange Commission that it has been required to make under the Securities Act and the Exchange Act. Money’s officers are not aware of any filings that it should have made prior to that date under the Securities Act of the Exchange Act. To the knowledge of Money, all documents required to be filed as exhibits to the SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except those which have expired in accordance with their terms, and neither Money nor any of its subsidiaries is in material default with respect to such contracts. To the knowledge of Money, each of the SEC Documents has complied in all material respects with the Securities Act and Exchange Act in effect as of their respective dates. To the knowledge of Money, none of the SEC Documents, as of their respective dates, contained any untrue statements of a material fact or omitted to state a material fact required to be stated herein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

(h)

Litigation . Section 4.1(h) of the Disclosure Schedule sets forth each instance in which Money (i) is subject to any outstanding injunction, judgment, order, decree, ruling, or charge or (ii) is a party to any action, suit, proceeding, hearing, or investigation of, in, or before any court or quasi-judicial or administrative agency including any arbitration or mediation proceeding of any federal, state, local, or foreign jurisdiction, except where the injunction, judgment, order, decree, ruling, action, suit, proceeding, hearing, or investigation except those that would not have a Material Adverse Effect with regard to Money.

(i)

Transactions with Affiliates . To the Knowledge of Money, or any of its directors or officers, except (i) for employment and benefit arrangements, (ii) arrangements on arm’s length terms in the Ordinary Course of Business and (iii)

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agreements set forth on Schedule 4.1(i) of the Disclosure Schedule , no director or officer (or any Affiliate thereof) other than a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market and less than one percent (1%) of the stock of which is beneficially owned by all such Persons), has any interest in (a) any agreement with Money relating to its business, including any agreement for or relating to indebtedness of Money; (b) any property, including Intellectual Property and Real Property, used or currently intended to be used in, the business.

(j)

Tax Matters .

(i)

Money has filed all Tax Returns that they were required to file, except where the failure to file Tax Returns or to pay Taxes would not have a Material Adverse Effect with regard to Money. No claim has ever been made by an authority in a jurisdiction where Money does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There are no Security Interests on any of the assets of Money that arose in connection with any failure (or alleged failure) to pay any Tax.

(ii)

Money has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, equityholder, or other third party.

(iii)

Money has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to any Tax assessment or deficiency.

(iv)

Money is not liable for Taxes of any other Person nor is it a party to or bound by any tax sharing agreement, Tax indemnity obligation or similar agreement, arrangement or practice with respect to taxes (including any advance pricing agreement, closing agreement or other agreement relating to Taxes with any taxing authority).

(v)

Money is not or has not been a member of an Affiliated Group filing a consolidated federal Tax Return.

(vi)

There are no liens for taxes exist with respect to any assets or properties of Money, except for liens for taxes not yet due.

(vii)

No material Tax Return of Money has ever been under audit or examination by any taxing authority, and no written or, to the Knowledge of Money, unwritten notice of such an audit or examination has been received by it. None of the Tax Returns of Money have been examined by and/or settled with any governmental entity. No claim has ever been made by an authority in a jurisdiction where Money does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.

(viii) Money is not required to include in a taxable period ending after the Effective Date taxable income attributable to income that accrued in a prior taxable period but was not recognized in any prior taxable period as a result of the installment method of accounting, the completed contract method of accounting, the long-term contract method of accounting, the cash method of accounting or Section 481 of the Code or comparable provisions.

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(ix) Money is not a party to any joint venture, partnership, or arrangement or contract which could be treated as a partnership for federal income Tax purposes.

(x)

Money has not entered into any sale leaseback or any leveraged lease transaction that fails to satisfy the requirements of Revenue Procedure 75-21 (or similar provisions of foreign law).

(xi) Money is not a party to any agreement, contract, arrangement or plan that would result (taking into account the transactions contemplated by this Agreement), separately or in the aggregate, in the payment of any “excess parachute payments” within the meaning of Section 280G of the Code.

(xii) All material elections with respect to Taxes affecting Money are disclosed or attached to each of its Tax Returns.

(xiii) There are no private letter rulings in respect of any Tax pending between Money and any taxing authority.

(k)

Intellectual Property.

(i)

Money owns or has the right to use pursuant to license, sublicense, agreement, or permission all Intellectual Property reasonably necessary or desirable for the operation of (A) its Business as presently conducted and as presently proposed to be conducted. Each item of Intellectual Property owned or used by Money immediately prior to the Effective Date will be owned or available for use by Money on identical terms and conditions immediately subsequent to the Effective Date.

(ii)

Money has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of third parties, and none of Money or its officers or directors has ever received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that it must license or refrain from using any Intellectual Property rights of any third party). To the Knowledge of Money or any of its directors or officers, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any Intellectual Property rights of Money.

(iii)

To the Knowledge of Money, or any of its officers or directors, Money will not interfere with, infringe upon, misappropriate, or otherwise come into conflict with, any Intellectual Property rights of third parties as a result of the continued operation of its Business as presently conducted and as presently proposed to be conducted.

(iv)

Neither Money , nor any of its directors or officers have any Knowledge of any new products, inventions, procedures, or methods of manufacturing or

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processing that any competitors or other third parties have developed which reasonably could be expected to supersede or make obsolete any product or process of either of them.

(l)

Disclosure . The representations and warranties contained in this Article IV do not contain any untrue statements of a material fact or omit to state any material fact necessary in order to make the statements and information contained in this Article IV not misleading.

(m)

No Other Representations . Money has required MGE and the MGE Shareholders to make extensive representations and warranties in this Agreement and therefore MGE and the MGE Shareholders (as well as their Affiliates) shall not be deemed to have made to Money any representation or warranty other than those as expressly made in Article III.

ARTICLE V.
CLOSING CONDITIONS

5.1

Conditions to Obligation to Close.

(a)

Conditions to Obligation of MGE and the MGE Shareholders to Close . The obligation of MGE and the MGE Shareholders to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

(i)

the representations and warranties of Money set forth in Article IV above shall be true and correct in all material respects at and as of the Closing Date;

(ii)

Since the Most Recent Fiscal Month End of Money, there has not been any incident or transaction that would have a Material Adverse Effect on Money and its Subsidiaries taken as a whole;

(iii)

Money shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;

(iv)

there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement;

(v)

Money shall have executed and delivered to MGE and the MGE Shareholders a certificate to the effect that each of the conditions specified above in Section 5.1(a)(i)-(iv) are satisfied in all material respects;

(vi)

Money shall have entered into an Employment Agreement with each of Messrs. Feirstein and Oretsky on terms satisfactory to them in the form annexed as Exhibit B ;

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(vii)

Money, Brauser and Koyuncu shall have executed and delivered to Oretsky and Feirstein a Stockholders Agreement substantially in the form attached hereto as Exhibit D ;

(viii)

The Board of Directors of Money shall be expanded to include an equal number of designees of Feirstein and Oretsky as described in the Stockholders Agreement;

(ix)

Money shall maintain its quotation on the Over-the-Counter Bulletin Board;

(x)

All actions to be taken by Money in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to MGE.

MGE and the MGE Shareholders may waive any condition specified in this Section 5(a) if they execute a writing so stating at or prior to the Closing.

(b)

Conditions to Obligation of Money to Close . The obligation of Money to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

(i)

the representations and warranties of MGE and the MGE Shareholders set forth in Section 3.1 above shall be true and correct in all material respects at and as of the Closing Date;

(ii)

Except as provided under Section 8.2(b), since Most Recent Fiscal Month End of MGE, there has not been any incident or transaction that would have a Material Adverse Effect on MGE;

(iii)

MGE and the MGE Shareholders shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;

(iv)

there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement;

(v)

MGE and Oretsky and Feirstein shall have executed and delivered to Money a certificate to the effect that each of the conditions specified above in Section 5.1(b)(i)-(iv) are satisfied in all material respects;

(vi)

Oretsky and Feirstein shall have executed and delivered to Money, Brauser and Koyuncu a Stockholders Agreement substantially in the form attached hereto as Exhibit D and dated as of the Closing Date;

(vii)

Oretsky and Feirstein shall have entered into Employment Agreements in the form annexed as Exhibit B ;

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(viii)

All actions to be taken by MGE and the MGE Shareholders in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Money.

Money may waive any condition specified in this Section 5(b) if it executes a writing so stating at or prior to the Closing.

ARTICLE VI.
CONFIDENTIALITY

6.1

Each Party receiving Confidential Information (a “Recipient Party”) will treat and hold as such all of the Confidential Information, refrain from using any of the Confidential Information except in connection with this Agreement, and deliver promptly to the other Party (a “Disclosing Party”) or destroy, at the request and option of the Disclosing Party, all tangible embodiments (and all copies) of the Confidential Information that are in the Recipient Party’s possession. In the event that a Recipient Party is requested or required pursuant to written or oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process to disclose any Confidential Information, the Recipient Party will notify the Disclosing Party promptly of the request or requirement so that the Disclosing Party may seek an appropriate protective order or waive compliance with the provisions of this Section 6. If, in the absence of a protective order or the receipt of a waiver hereunder, a Recipient Party is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, the Recipient Party may disclose the Confidential Information to the tribunal; provided, however, that the Recipient Party shall use his reasonable best efforts to obtain, at the reasonable request of the Disclosing Party, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Disclosing Party shall designate. The foregoing provisions shall not apply to any Confidential Information that is generally available to the public immediately prior to the time of disclosure unless such Confidential Information is so available due to the actions of the Recipient Party. The confidentiality provisions of this Section 6 shall survive Closing.

ARTICLE VII.
TERMINATION

7.1

Termination.

(a)

Termination of Agreement . Either MGE or Money may terminate this Agreement at any time prior to the Closing.

(b)

Termination Date . If the Closing has not occurred by May 8, 2009, this Agreement shall terminate, except for Sections 6.1, 10.7 and 10.10 which survive termination.

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ARTICLE VIII.
CLOSING COVENANTS

8.1

Post-Closing Covenants of MGE and the MGE Shareholders.

(a)

MGE and the MGE Shareholders covenant to Money that after the Closing, MGE and the MGE Shareholders shall, at the request of Money, execute, acknowledge and deliver to Money, without further consideration, all such instruments and other documents as Money may reasonably request to consummate or effectuate the transactions contemplated by this Agreement, including, but not limited to, ensuring that all assets previously used in the Business of Envelope have been transferred to, and are titled in the name of, MGE.

(b)

Oretsky and Feirstein shall control the cash and accounts receivable derived from MGE assets prior to the Closing (“MGE Accounts”). Oretsky and Feirstein will, on behalf of the MGE Shareholders, agree to pay all known (i.e. actual knowledge) liabilities (including amounts payable to Oretsky and Feirstein) from the MGE cash and accounts receivable regardless of whether they are required to be included on a balance sheet.

(c)

If, after the Closing Date, Money or MGE becomes liable for any obligation or liability of MGE arising prior to, or as the result of, the Closing and such obligation or liability was either (i) required to be on a balance sheet of MGE if one had been prepared as of the Closing Date or (ii) was otherwise known by either Oretsky or Feirstein to be a liability or obligation, then MGE, Oretsky and Feirstein agree, jointly and severally, to indemnify Money or MGE, as applicable, from and against the entirety of any loss, claim, liability, expense, or cost which results from, arises out of, or relates to these liabilities or obligations that Money or MGE may suffer, subject to the limitations set forth under Article IX below.

(d)

MGE, Oretsky and Feirstein shall use their best efforts to assist in the preparation of the MGE Financial Statements in accordance with GAAP, although such persons shall bear no financial responsibility in preparing the financial statements.

(e)

Oretsky and Feirstein acknowledge and agree that neither Money nor MGE shall be liable for any amounts due under the notes payable by MGE or Envelope to Oretsky, Feirstein, or their affiliates; and Oretsky and Feirstein agree, jointly and severally, to indemnify Money or MGE, as applicable, from and against the entirety of any loss, claim, liability, expense, or cost which results from, arises out of, or relates to the liabilities described in this Section 8.1(e).

(f)

The post-closing covenant pursuant to this Section 8.1 shall survive the Closing. Notwithstanding the preceding, the post-closing covenant pursuant to Section 8.1(c) shall not apply with respect to any obligation or liability asserted after 90 days from the Closing Date.

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8.2

Post-Closing Covenants of Money.

(a)

Money covenants to MGE and the MGE Shareholders that after the Closing, Money shall, at the request of MGE and/or the MGE Shareholders, execute, acknowledge and deliver to MGE and/or the MGE Shareholders, as applicable, without further consideration, all such instruments and other documents as MGE and/or the MGE Shareholders may reasonably request to consummate or effectuate the transactions contemplated by this Agreement.

(b)

The post-closing covenants pursuant to this Section 8.2 shall survive Closing. Notwithstanding the preceding, the post-closing covenant pursuant to Section 8.2(a) shall not apply with respect to any obligation or liability asserted after 90 days from the Closing Date.

(c)

Beginning six (6) months from the Closing Date, Money shall not unreasonably delay or deny MGE Shareholders not subject the Shareholder Agreement from selling or transferring their Money shares in accordance with Rule 144 under the Securities Act.

(d)

Money shall assist MGE, Feirstein and Oretsky in preparing the necessary MGE financial statements to be filed with the Securities and Exchange Commission.

8.3

Covenants of MGE Shareholders . Each MGE Shareholder assigns to MGE whatever right, title and interest he had in Envelope and agrees to execute any instruments necessary to convey such rights.

8.4

Prepaid Advertising . As of the Closing Date, MGE has a credit balance for prepaid advertising (the “Credit Balance”). The Credit Balance shall be applied to the Company’s current private placement (the “PPM”) and the PPM securities issued in consideration of the Credit Balance shall be issued pro rata to the MGE Shareholders. Money covenants that Messrs. Hakan Koyuncu and Daniel Brauser and their associates shall invest an amount up to a total of $100,000 in the PPM (the “Management Investment”). To the extent that the Credit Balance is less than the Management Investment which is made, Feirstein and Oretsky shall each purchase securities in the PPM on the same terms and conditions equal to one-half of the difference.

ARTICLE IX.
INDEMNIFICATION

9.1

Indemnification Provisions for Benefit of Money . In the event MGE or a MGE Shareholder (including Oretsky or Feirstein whether the breach is with respect to MGE’s representations or the personal representations of Oretsky or Feirstein) breaches (or in the event any third party alleges facts that, if true, would mean the they have breached) any of their representations, warranties, and covenants contained in this Agreement, provided that Money makes a written claim for indemnification against MGE and/or one or

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more MGE Shareholders, then MGE and such MGE Shareholder agree, jointly and severally, to indemnify Money from and against the entirety of any damages Money may suffer through and after the date of the claim for indemnification. Provided , however , (i) the MGE Shareholders (other than Oretsky and Feirstein) are liable only for breaches of Sections 3.1(d) and 3.1(x), (ii) each such MGE Shareholder is only severally liable for breaches of such Sections made by such MGE Shareholder and not by any other MGE Shareholder, and (iii) the MGE Shareholders (other than Oretsky and Feirstein) are not liable for any of MGE’s representations and warranties. The liability of Oretsky and Feirstein to indemnify Money under Section 8.1(c) shall be limited to cash from the MGE Accounts and pursuant to Section 9.3 below.

9.2

Indemnification Provisions for Benefit of MGE Shareholders . In the event Money breaches (or in the event any third party alleges facts that, if true, would mean the it has breached) any of its representations, warranties, and covenants contained in this Agreement, provided that a MGE Shareholder makes a written claim for indemnification against Money, then Money agrees to indemnify the MGE Shareholders from and against the entirety of any damages that MGE Shareholders may suffer through and after the date of the claim for indemnification. Neither Oretsky nor Feirstein shall be entitled to seek any indemnification or contribution from MGE as a result of any breach of any representation or warranty of MGE, whether under this Agreement, under the common law or by operation of law.

9.3

Other Indemnification Provisions . With respect to any other matters for which indemnification is available under this Agreement, Money’s and the MGE Shareholders’ sole remedy under the Agreement will be limited to the cash residing in the MGE Accounts and cancelling or receiving, as the case may be, Money Common Stock up to 20% of the consideration or approximately 14,876,432 shares. Payments by Money on one hand or by the MGE Shareholders on the other hand shall be received or made on a pro rata basis based on the number of shares of Common Stock received by an MGE Shareholder under this Agreement. The actual number of shares to be issued by or returned to Money shall be determined to be due by dividing the amount of the indemnifiable losses, as fully and finally determined by the average closing price per share of Money Common Stock on the Over-the-Counter Bulletin Board or other principal trading market for the five trading day period ending on the day prior to the date that the amount of such loss is determined. All adjustments shall be rounded down to the nearest whole number.

9.4

Matters Involving Third Parties.

(a)

If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against the other Party (the “Indemnifying Party”) under this Section 9, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; provided , however , that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced.

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(b)

The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party promptly notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, and (ii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.

(c)

So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 9.3(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, and (iii) the Indemnifying Party will not enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, unless the Indemnified Party and any affiliates are fully released from liability and the settlement does not involve any equitable relief.

(d)

In the event any of the conditions in Section 9.3(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 9.3.

(e)

The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party if the Indemnifying Party has assumed the defense of the action with counsel reasonably satisfactory to the Indemnified Party; provided that the fees and expenses of such counsel shall be at the expense of the Indemnifying Party if (i) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party or (ii) the named parties to any such action (including any impleaded parties) include both the Indemnified Party or parties and the Indemnifying Party and, in the judgment of counsel for the Indemnified Party, it is advisable for the Indemnified Party or parties to be represented by separate counsel (in which case the Indemnifying Party shall not have the right to assume the defense of such action on behalf of the Indemnified Party or parties, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of

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the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for the Indemnified Party or parties.

9.5

Satisfaction of Money Indemnification

. If Money shall be liable for indemnification under Section 9.2, Money shall have the option to satisfy such indemnification by either paying cash or issuing additional shares of Money Common Stock on a pro rata basis to the MGE Shareholders, calculated on a pro rata basis based on the number of shares of MGE Share Exchange Consideration issued to each MGE Shareholder. If applicable, the aggregate number of shares of Money Common Stock to be issued to satisfy such indemnification obligation shall be determined by dividing the amount of such indemnifiable losses as fully and finally determined to be due by the average closing price per Money Share on the Over-the-Counter Bulletin Board or other applicable principal trading market for the five trading-day period ending on the day prior to the date of such offset.

Notwithstanding anything else in this Agreement to the contrary, in no event will Money be liable to any MGE Shareholder or third party beneficiaries hereunder for any amount which exceeds, in the aggregate, 20% of the shares of Money Common Stock issued hereunder (the “Money Liability Limitation”).

9.6

Sole Remedy

. The indemnification set forth in this Article IX shall be the sole remedy of the parties with respect to breaches of representations and warranties hereunder and any claim arising out of or relating to this Agreement and the transactions contemplated hereby. In no event shall any party be entitled to punitive, exemplary, special, incidental or consequential damages or the like for any breach of any term hereunder.

9.7

Right to Indemnification Affected by Knowledge

. The right to indemnification, payment of damages or other remedy based upon breach of representations, warranties, or covenants will terminate in the event any an Indemnified Party had Knowledge at any time prior to the Closing Date of the inaccuracy of any such representation, warranty, or covenant.

9.8

Other Indemnification Provisions . The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy any Party may have for breach of representation, warranty, or covenant any Party may have with respect to the transactions contemplated by this Agreement.

ARTICLE X.
MISCELLANEOUS

10.1

Survival of Representations and Warranties . All of the representations and warranties of the Parties contained in this Agreement shall survive the Closing and continue in full force and effect until 90 days after the Closing.

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10.2

Press Releases and Public Announcements . No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement prior to the Closing without the prior written approval of the other Party; provided , however , that Money may make any public disclosure it believes in good faith is required by applicable law (in which case Money will use its reasonable best efforts to give MGE prior notice of the proposed disclosure).

10.3

Further Assurances . The Parties shall, and shall cause each of its Affiliates to, from time to time, execute and deliver such additional instruments, documents, conveyances or assurances and take such other actions as shall be reasonably necessary, or otherwise reasonably requested by the other Parties, to confirm and assure the rights and obligations provided for in this Agreement and render effective the consummation of the transactions contemplated hereby and thereby.

10.4

No Third-Party Beneficiaries . This Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

10.5

Entire Agreement . This Agreement (including the documents referred to herein) constitutes the entire agreement between the Parties and supersedes any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they related in any way to the subject matter hereof.

10.6

Successors and Assignment . This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns.

10.7

Prevailing Party . If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

10.8

Headings . The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

10.9

Notices . All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by Federal Express or similar receipted next business day delivery, or by facsimile delivery followed by overnight next business day delivery as follows:

If to Money:

Money4Gold Holdings, Inc.

595 S. Federal Highway, Suite 600

Boca Raton, FL 33432

Attention: Mr. Daniel Brauser

Facsimile: (954) 208-9862

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With a copy to:

Harris Cramer LLP

1555 Palm Beach Lakes Boulevard, Suite 310

West Palm Beach, FL 33401

Attention: Michael D. Harris, Esq.

Facsimile: (561) 659-0701

If to MGE:

MGE Enterprises Corporation

330 SW 2 ^nd Street, Suite 209

Ft. Lauderdale, FL 33312

Attention: Mr. Douglas Feirstein

Facsimile: (954) 527-8750

With a copy to:

Roetzel & Andress, LPA
100 Southeast Third Avenue, 8th Floor
Fort Lauderdale, Florida 33394

Attention: Brian Pearlman, Esq.

Facsimile: (954) 462-4260

If to MGE Shareholders:

Their addresses set forth on Section 3(c)

of the Disclosure Schedule

or to such other address as any of them, by notice to the other may designate from time to time. The transmission confirmation receipt from the sender’s facsimile machine shall be evidence of successful facsimile delivery. Time shall be counted to, or from, as the case may be, the date of delivery.

10.10

Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to the principles of choice of laws thereof.

10.11

Amendments and Waivers . No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Parties (to extent such Party is affected by such amendment). No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

10.12

Severability . Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

10.13

Expenses . Each Party will bear its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby.

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10.14

Construction . The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation.

10.15

Incorporation of Exhibits and Schedules . The Exhibits and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

10.16

Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Signatures may be original, facsimile or pdf.

10.17

Florida Three-Day Recession Rights .

FLORIDA LAW PROVIDES THAT WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA, ANY SALE MADE IN FLORIDA IS VOIDABLE BY THE PURCHASER WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE COMPANY, AN AGENT OF THE COMPANY OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER. ALL SALES IN THIS OFFERING ARE SALES IN FLORIDA. PAYMENTS FOR TERMINATED SUBSCRIPTIONS VOIDED BY PURCHASERS AS PROVIDED FOR IN THIS PARAGRAPH WILL BE PROMPTLY REFUNDED WITHOUT INTEREST. NOTICE SHOULD BE GIVEN TO THE COMPANY TO THE ATTENTION OF DANIEL BRAUSER AT THE ADDRESS SET FORTH IN SECTION 10.9 OF THIS AGREEMENT.

The above three-day rescission right shall terminate beginning on the fourth day following the Closing.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.


MONEY:.

Money4Gold Holdings, Inc.


By:	/s/ Daniel Brauser
	Daniel Brauser, President


MGE:

MGE Enterprises Corporation


By:	/s/ Douglas Feirstein
	Douglas Feirstein, Chief Executive Officer


MGE SHAREHOLDERS:

/s/ Douglas Feirstein		/s/ Craig D. Harrison
Signature		Signature
Douglas Feirstein		Craig D. Harrison


/s/ Michael Moran		/s/ David F. Sherman
Signature		Signature
Michael Moran		David F. Sherman


/s/ Todd Oretsky		/s/ Marty Feldman
Signature		Signature
Todd Oretsky		Marty Feldman


JACK ORETSKY HOLDINGS, LLC		/s/ Edward E. Sheridan
		Signature
By:	Todd Oretsky	Edward E. Sheridan
Todd Oretsky

		/s/ Steve Karl
		Signature
		Steve Karl

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/s/ Ron Rosenberg
Signature
Ron Rosenberg


/s/ Anthony Stein
Signature
Anthony Stein


/s/ Robert Bertoni
Signature
Robert Bertoni


/s/ Mark Weinstein
Signature
Mark Weinstein


/s/ Joan Weinstein
Signature
Joan Weinstein


/s/ Timothy P. O’Hara
Signature
Timothy P. O’Hara

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Exhibit 3.3

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF INCORPORATION

OF MONEY4GOLD HOLDINGS, INC.

Money4Gold Holdings, Inc. (the “Company”), a Corporation organized and existing under the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”), hereby certifies as follows:

The Company was incorporated by the filing of a Certificate of Incorporation with the Secretary of State of Delaware on November 18, 2003.

Pursuant to Sections 242 and 228 of the Delaware General Corporation Law, the amendment herein set forth has been duly approved by the Board of Directors and holders of a majority of the outstanding shares of the Company.

Section 4 of the Certificate of Incorporation is amended to read as follows:

The Company shall have authority to issue:

(a) 300,000,000 shares of common stock, par value $.0001 per share; and

(b) 25,000,000 shares of preferred stock, par value $.0001 per share, which may be issued in one or more series and classes with such rights, preferences and limitations as may be set from time to time by resolution of the board of directors and the filing of a certificate of designation as required by the Delaware General Corporation Law.

This Certificate of Amendment to Certificate of Incorporation was duly adopted and approved by the shareholders of this Company on the 26 ^th day of June 2009 in accordance with Section 242(b) of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to Certificate of Incorporation as of the 22 ^nd day of July 2009.


	MONEY4GOLD HOLDINGS, INC.


	By:	/s/ Daniel Brauser
		Daniel Brauser, Chief Financial Officer

Exhibit 3.5

CERTIFICATE OF CORRECTION TO THE

CERTIFICATE OF DESIGNATION

MONEY4GOLD HOLDINGS, INC.

Money4Gold Holdings, Inc., a Delaware corporation, certifies that:

The name of the corporation is Money4Gold Holdings, Inc.

A Certificate of Designation was filed by the Secretary of State of Delaware on November 17, 2008 and the Certificate of Designation requires correction as permitted by Section 103(f) of the Delaware General Corporation Law.

The inaccuracy or defect of the Certificate of Designation is:

As a result of a scrivener’s error, Article 8 stated that the holders of not less than 51% of the then outstanding shares of common stock at a meeting duly called for such purpose, or through written consent, shall be required to amend, alter, change or repeal any of the preferences, limitations or relative rights of the Series A Preferred Stock. The intent was to require consent of the holders of the Series A Preferred Stock and not the holders of the common stock.

Article 8 of the Certificate of Designation is corrected to read as follows:

The affirmative vote at a meeting duly called for such purpose, or the written consent without a meeting, of the holders of not less than 51% of the then outstanding shares of the Series A Preferred Stock shall be required for any change to the Corporation’s Certificate of Incorporation that would amend, alter, change or repeal any of the preferences, limitations or relative rights of the Series A Preferred Stock.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Correction as of the 24 ^th day of July, 2009.


	MONEY4GOLD HOLDINGS, INC.


	By:	/s/ Daniel Brauser
		Daniel Brauser, Chief Financial Officer

Exhibit 10.3

STOCKHOLDERS AGREEMENT

This Stockholders Agreement (the “Agreement”) is made and entered into as of the 5th day of May, 2009 by and among, Money4Gold Holdings, Inc., a Delaware corporation (“Money”), Daniel Brauser (“Brauser”), Hakan Koyuncu (“Koyuncu”), Todd Oretsky (“Oretsky”), and Douglas Feirstein (“Feirstein”) (Brauser, Koyuncu, Oretsky and Feirstein may sometimes be referred to herein individually as a “Stockholder” or collectively as the “Stockholders”).

WHEREAS, Oretsky and Feirstein are owners of common stock of MGE Enterprises Corporation, a Wyoming corporation (“MGE”);

WHEREAS, Money intends to acquire the common stock of MGE from Oretsky, Feirstein and other shareholders of MGE through a share exchange (the “Share Exchange”);

WHEREAS, Brauser and Koyuncu are shareholders of Money and beneficial owners of excess of 5% of the outstanding common stock of Money (the “Common Stock”); and

WHEREAS, it is a condition to the closing of the Share Exchange that the parties hereto enter into this Agreement to set forth certain agreements among them with respect to the Common Stock currently owned (or to be hereinafter acquired) by them.

NOW, THEREFORE, in consideration of the respective representations and warranties hereinafter set forth and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE I

TRANSFER OF SHARES

1.0

Tag-Along Rights . Without limiting the other terms and conditions hereof, if any Stockholder proposes in a prearranged block transaction (except in a Public Sale, as defined or as permitted by this Section 1.0) to consummate the sale or other transfer for consideration of his shares of Common Stock in a single or series of related transactions (any, a “Proposed Sale”), then such party (the “Selling Stockholder”) shall give at least 20 days’ prior notice of the Proposed Sale to the parties including Money (the other parties except Money, the “Other Stockholders”). The Selling Stockholder shall deliver the notice (the “Tag-Along Sale Notice”) to the Other Stockholders and Money, specifying in reasonable detail the identity of the prospective transferee(s), the number and the class of shares to be transferred and the terms and conditions of the Proposed Sale. The Other Stockholders may elect to participate in the Proposed Sale by delivering written notice to the Selling Stockholder within 10 days after receipt of the Tag-Along Sale Notice.

(a)

If any Other Stockholders elect to participate in such Proposed Sale (each

a “Participating Stockholder”), the Selling Stockholder and each Participating Stockholder shall be entitled to sell in the Proposed Sale, at the same price and on the same terms, an equal number of shares of Common Stock, provided that if a Participating Stockholder does not have or elect to sell as many shares as are being proposed to be sold by the Selling Stockholder after accounting for the sale(s) by the Participating Stockholders, the number of shares to be sold by the Selling Stockholder and the other Participating Stockholders shall be increased, in equal amounts (or as they may otherwise agree in writing) by the shortfall.

(b)

The Selling Stockholder shall use his reasonable best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Stockholders in any Proposed Sale, and the Selling Stockholder shall not close the Proposed Sale unless (i) the prospective transferee(s) agrees to allow the participation of the Participating Stockholders or (ii) the Selling Stockholder agrees to purchase the number of shares of Common Stock from any Participating Stockholders which the Participating Stockholders would have been entitled to sell pursuant to this Section 1.0. Any such purchase under clause (ii) shall be for cash and shall occur at the same time as the Selling Stockholder closes the Proposed Sale.

(c)

If any Proposed Sale is not consummated on the same terms and conditions as set forth in the Tag-Along Sale Notice within 90 days after the delivery of the Tag-Along Sale Notice, the Selling Stockholder shall again comply with the terms of this Section 1.0 with respect to any Proposed Sale.

(d)

Notwithstanding the above limitations, at any time beginning six months after the date of this Agreement any Stockholder may publicly sell 20,000 shares of Common Stock per quarter on the Over-the-Counter Bulletin Board or other established trading market or exchange where Common Stock may trade in the future (a “Public Sale”).

1.1.

Permitted Transfers . Any party may at any time transfer all or a portion of his shares of Common Stock to any other party to this Agreement. Any individual owner of shares of Common Stock may transfer all or a portion of their shares of Common Stock by will or under the laws of descent and distribution and to a trust, partnership, limited liability company, corporation, custodianship or other fiduciary account for the benefit of the holder and/ or his spouse or immediate family member so long as the transferee during his lifetime has full control of such entity or account and the holder agrees to be bound by the terms of this Agreement as if he were a party hereto. Any transfer of shares of Common Stock that is not a permitted transfer shall be null and void and of no force or effect.

ARTICLE II

RESTRICTIONS ON VOTING

2.0

In connection with any annual or special meeting of stockholders or any action by written consent in lieu of a stockholders meeting, the Stockholders agree to vote all of their shares of Common Stock either in favor of (or provide a written consent to) or against the action in question, as determined by the decision of a majority of the Stockholders who still own at least

20,000 shares of Common Stock. In the event of any stock dividend, stock split, combination or exchange of shares, reclassification or recapitalization of the Company’s Common Stock, or reorganization of the Company, the aggregate number and class of shares shall be adjusted to account for the foregoing event.

ARTICLE III

BOARD OF DIRECTORS

3.0

Initial Board of Directors . As of the date of this Agreement, Money's Board of Directors shall consist of an equal number of directors nominated by Brauser and Koyuncu on one hand and by Oretsky and Feirstein on the other hand and Jason Rubin and Neil McDermott, as independent directors for purposes of this Agreement. The designees of Brauser and Koyuncu and of Oretzky and Feirstein are referred to individually as a “Stockholder Board Member” or collectively as the “Stockholder Board Members.” Solely for purposes of this Article III, if any of the Stockholders ceases to be an employee of Money or beneficially owns less than 100,000 shares of Common Stock, that person will have no rights to nominate any designees to the Board of Directors under this Section 3.0.

3.1

Subsequent Elections . At each annual meeting of stockholders of Money, each Stockholder shall vote all shares of Common Stock beneficially owned by him as to nominate and elect the Stockholder Board Members to Money’s Board of Directors.

3.2

Vacancy . If there shall be any vacancy on the Board of Directors as the result of the removal, resignation, death, disability or otherwise of a designee of a Stockholder Board Member, each Stockholder shall vote all shares of Common Stock beneficially owned by him to nominate and elect a successor designated by the Stockholder Board Member whose designee was removed, resigned, died, or was disabled; provided that no Stockholder shall be required to nominate or elect any proposed director who was previously removed from the Board of Directors by the stockholders.

3.4

Bylaws . The Bylaws shall provide as follows: A majority of the number of directors then serving as directors shall constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Whenever a vacancy exists on the Board of Directors, the vote of 75% of the directors remaining in office will be required to take any action unless or until the shareholders or 75% of the directors, then serving as directors, adopt a resolution filling any vacancy.

ARTICLE IV

REGISTRATION RIGHTS

4.0

No Stockholder shall cause any of the shares of Common Stock beneficially owned by him to be included in a registration statement unless each of the other Stockholders has the right to include the same number of shares beneficially owned by him.

ARTICLE V

LOCK-UP

5.0

In the event that Money enters into an agreement with respect to obtaining financing and either a broker-dealer or an investor requests that officers enter into a lock-up or similar type of agreement which restricts the sale or transfer of Common Stock, each of Brauser, Koyuncu, Oretsky and Feirstein agree to sign the lock-up or similar agreement.

ARTICLE VI

GENERAL PROVISIONS

6.0

Notices and Addresses . All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by Federal Express or similar receipted delivery, or next business day delivery, or by facsimile delivery (in which event a copy shall immediately be sent by Federal Express or similar receipted delivery), as follows:

If to Money:

Money4Gold Holdings, Inc.

595 S. Federal Highway, Suite 600

Boca Raton, FL 33432

Attention: Mr. Daniel Brauser

Facsimile: (954) 208-9862

If to Brauser:

Mr. Daniel Brauser

595 S. Federal Highway, Suite 600

Boca Raton, FL 33432

Facsimile: (954) 208-9862

If to Koyuncu:

Mr. Hakan Koyuncu

595 S. Federal Highway, Suite 600

Boca Raton, FL 33432

Facsimile: (954) 208-9862

If to Oretsky:

Mr. Todd Oretsky

330 SW 2 ^nd Street, Suite 209

Fort Lauderdale, FL 33312

Facsimile: (954) 527-8750

If to Feirstein:

Mr. Douglas Feirstein

330 SW 2 ^nd Street, Suite 209

Fort Lauderdale, FL 33312

Facsimile: (954) 527-8750

or to such other address or facsimile number, as either of them, by notice to the other may designate from time to time. The transmission confirmation receipt from the sender’s facsimile machine shall be evidence of successful facsimile delivery.

6.1

Modification . This Agreement contains the entire agreement between the parties hereto and there are no agreements, warranties or representations which are not set forth herein and all prior negotiations, agreements and understandings are superseded hereby. This Agreement may not be modified or amended except by an instrument in writing duly signed by or on behalf of the parties hereto.

6.2

Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the local laws of the State of Florida applicable to agreements made and to be performed entirely within the State, without regard to conflict of laws principles. each party hereto hereby irrevocably consents and submit to the jurisdiction of any Florida or Federal court located in Palm Beach County, Florida over any action or proceeding arising out of any dispute between the parties hereto, and waive any right they have to bring an action or proceeding with respect thereto in any other jurisdiction. Each party hereto further irrevocably consent to the service of process against them in any such action or proceeding by the delivery of a copy of such process at the address set forth above.

6.3

Binding Effect; Assignment . This Agreement shall be binding upon the parties and inure to the benefit of the successors and assigns of the respective parties hereto; provided , however , that this Agreement and all rights hereunder may not be assigned by any Party except with the prior written consent of the other parties hereto or as otherwise provided in Section 1.1

6.4

Counterparts . This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

6.5

Section Headings . The section headings in this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

6.6

6.7

Waiver . The waiver of one breach or default hereunder shall not constitute the waiver of any other or subsequent breach or default.

6.8

No Agency . This Agreement shall not constitute either party the legal representative or agent of the other, nor shall either party have the right or authority to assume, create, or incur any liability or any obligation of any kind, express or implied, against or in the name of or on behalf of the other party.

6.9

Termination . This Agreement shall terminate when no Stockholder beneficially owns at least 100,000 shares of Common Stock.

6.10

Adjustments . Any reference in this Agreement to a specified number of shares, including, but not limited to, Sections 1.0(d), 2.0, 3.0 and 6.9, shall be adjusted in an appropriate and equitable manner to take into account any stock split, stock dividend, combination or reclassification of the Common Stock after the date of this Agreement.

[Signature Page to Follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement the day and date first above written.


		Money4Gold Holdings, Inc.


		By:	/s/ Daniel Brauser
			Daniel Brauser, President


		By:	/s/ Daniel Brauser
			Daniel Brauser


		By:	/s/ Hakan Koyuncu
			Hakan Koyuncu


		By:	/s/ Todd Oretsky
			Todd Oretsky


		By:	/s/ Douglas Feirstein
			Douglas Feirstein

Exhibit 10.4

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of the 5th day of May, 2009, between Money4Gold Holdings, Inc., a Delaware corporation (the “Company”), and Douglas Feirstein (the “Executive”).

WHEREAS, in its business, the Company has acquired and developed certain trade secrets, including, but not limited to, proprietary processes, sales methods and techniques, and other like confidential business and technical information, including but not limited to, technical information, design systems, pricing methods, pricing rates or discounts, processes, procedures, formulas, designs of computer software, or improvements, or any portion or phase thereof, whether patented, or not, or unpatentable, that is of any value whatsoever to the Company, as well as information relating to the Company’s services, information concerning proposed new services, market feasibility studies, proposed or existing marketing techniques or plans (whether developed or produced by the Company or by any other person or entity for the Company), other Confidential Information, as defined by Section 8, and information about the Company’s executives, officers, and directors, which necessarily will be communicated to the Executive by reason of his employment by the Company; and

WHEREAS, the Company has strong and legitimate business interests in preserving and protecting its investment in the Executive, its trade secrets and Confidential Information, and its substantial, significant, or key relationships with vendors, and Customers, as defined below, actual and prospective; and

WHEREAS, the Company desires to preserve and protect its legitimate business interests further by restricting competitive activities of the Executive during the term of this Agreement and following (for a reasonable time) termination of this Agreement; and

WHEREAS, the Company desires to employ the Executive and to ensure the continued availability to the Company of the Executive’s services, and the Executive is willing to accept such employment and render such services, all upon and subject to the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth in this Agreement, and intending to be legally bound, the Company and the Executive agree as follows:

Representations and Warranties. The Executive terminates his Employment Agreement with MGE Enterprises Corporation (“MGE”) effective immediately and acknowledges that MGE has no liability to the Executive. The Executive hereby represents and warrants to the Company that he (i) is not subject to any written non-solicitation or non-competition agreement affecting his employment with the Company (other than any prior agreement with the Company), (ii) is not subject to any written confidentiality or nonuse/nondisclosure agreement affecting his employment with the Company (other than any prior agreement with the Company), and (iii) has

brought to the Company no trade secrets, confidential business information, documents, or other personal property of a prior employer.

Term of Employment.

(a)

Term . The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company for a period of three (3) years commencing as of the date of this Agreement (the “Term”), unless sooner terminated in accordance with the provisions of Section 6. The Term shall be automatically renewed for successive one-year terms unless notice of non-renewal is give by either party at least sixty (60) days before the end of the Term.

(b)

Continuing Effect . Notwithstanding any termination of this Agreement, at the end of the Term or otherwise, the provisions of Sections 7 and 8 shall remain in full force and effect and the provisions of Section 8 shall be binding upon the legal representatives, successors and assigns of the Executive.

Duties .

(a)

General Duties . The Executive shall serve as the Chief Executive Officer of the Company, with duties and responsibilities that are customary for such an executive. The Executive shall also perform services for such subsidiaries of the Company as may be necessary. The Executive shall use his best efforts to perform his duties and discharge his responsibilities pursuant to this Agreement competently, carefully and faithfully. The Executive shall report to the Board of Directors of the Company.

(b)

Devotion of Time . Subject to the last sentence of this Section 3(b), the Executive shall devote reasonable time, attention and energies during normal business hours (exclusive of vacation time referenced in Section 5(a) and of such normal holiday periods as have been established by the Company) to the affairs of the Company. The Executive may enter the employ of or serve as a consultant to, or in any way perform any services with or without compensation to, any other persons, business, or organization, without the prior consent of the Board of Directors of the Company, provided such services do not materially interfere with the services to be rendered pursuant to this Agreement and do not violate the provisions of Section 7 below. Notwithstanding the foregoing, nothing in this Agreement shall restrict the Executive from devoting time to passive personal investments, private business affairs, educational and charitable interests, provided that none of such activities, individually or in the aggregate, interferes with the performance of his duties and responsibilities hereunder or conflicts or competes with the interests of the Company.

(c)

Location of Office . The Executive’s office shall be located at the Company’s offices located in Broward County, which office may be moved to another location in Broward County, Florida. The Executive’s job responsibilities shall include reasonable business travel necessary to the performance of his job.

(d)

Adherence to Inside Information Policies . The Executive acknowledges that the Company is publicly-held and, as a result, has implemented inside information policies designed to preclude its executives and those of its subsidiaries from violating the federal

securities laws by trading on material, non-public information or passing such information on to others in breach of any duty owed to the Company, or any third party. The Executive shall promptly execute any documents generally distributed by the Company to its employees requiring such employees to abide by its inside information policies.

Compensation and Expenses .

(a)

Salary . For the services of the Executive to be rendered under this Agreement, the Company shall pay the Executive an annual salary of $200,000 (the “Base Salary”), payable in installments in accordance with the Company’s payroll practices. The Base Salary shall increase to $225,000 per year commencing six months after the date of this Agreement.

(b)

Discretionary Bonus . In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to such bonus compensation (in cash, capital stock or other property) as a majority of the Board of Directors of the Company may determine from time to time in their sole discretion.

(c)

Expenses . In addition to any compensation received pursuant to this Section 4, the Company will reimburse or advance funds to the Executive for all reasonable travel, entertainment and miscellaneous expenses incurred in connection with the performance of his duties under this Agreement, provided that the Executive properly provides a written accounting of such expenses to the Company in accordance with the Company’s practices. Such reimbursement or advances will be made in accordance with policies and procedures of the Company in effect from time to time relating to reimbursement of, or advances to, executive officers.

Benefits .

(a)

Vacation . For each 12-month period during the Term, the Executive shall be entitled to four (4) weeks of vacation without loss of compensation or other benefits to which he is entitled under this Agreement, to be taken at such times as the Executive may select and the affairs of the Company may permit. Vacation time shall not include sick leave, disability or holiday periods established by the Company.

(b)

Employee Benefit Programs . The Executive is entitled to participate in any pension, 401(k), insurance or other employee benefit plan that is maintained by the Company for its executives, including programs of life and medical insurance and reimbursement of membership fees in professional organizations.

(c)

Directors and Officers Insurance . The Executive shall be provided the same directors’ and officers’ insurance available to all other officers and directors.

Termination .

(a)

Death or Disability . Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), “disability” shall mean (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) the Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. Any question as to the existence of a disability shall be determined by a majority of the members of the Board of Directors of the Corporation based on available information (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by reason of Executive’s death, the Executive’s estate shall receive (i) three (3) months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes, and (ii) continued provision for a period of one (1) year following the Executive’s death of benefits, except perquisites, under any employee benefit plan extended from time to time by the Company to its senior executives. In the event that the Executive’s employment is terminated by reason of Executive’s disability, the Company shall pay the following to the Executive: (i) eighteen (18) months’ Base Salary at the then current rate, to be paid from the date of termination until paid in full in accordance with the Company’s usual practices, including the withholding of all applicable taxes; (ii) continued provision during said eighteen (18) month period of the benefits, except perquisites, under any employee benefit plan extended from time to time by the Company to its senior executives; and (iii) any earned but unpaid bonuses; provided, however, the Company may credit against such amounts any proceeds paid to the Executive with respect to any disability policy maintained for his benefit.

(b)

Termination for Cause or Without Good Reason. The Company may terminate the Executive’s employment pursuant to the terms of this Agreement at any time for Cause (as defined below) by giving the Executive 30 days prior written notice of termination setting forth in reasonable detail the basis for such termination. Such termination shall become effective upon the giving of such notice. Upon any such termination for Cause, or in the event the Executive terminates his employment with the Company without “Good Reason,” as defined below, then the Executive shall have no right to compensation, or reimbursement under Section 4, or to participate in any Executive benefit programs under Section 5, except as may otherwise be provided by law, for any period subsequent to the effective date of termination. For purposes of this Agreement, “Cause” shall mean: (i) the Executive shall engage in material, gross and willful misconduct in connection with his employment duties under this Agreement, and (ii) the Executive commits is charged or convicted of a felony or act of dishonesty resulting in material harm to the Company.

(c)

Termination Without Cause, or For Good Reason.

(i)

The Executive may terminate this Agreement for Good Reason (as defined below in Section 6(c)(ii)). In the event the Executive terminates this Agreement for Good

Reason, or the Company terminates the Executive without Cause, then, in either case, the Company shall pay to the Executive (i) eighteen (18) months’ Base Salary at the then current rate, to be paid from the date of termination until paid in full in accordance with the Company’s usual practices, including the withholding of all applicable taxes;(ii) any accrued benefits under any employee benefit plan extended to Executive at the time of its termination, and (iii) payment on a prorated basis of any bonus or other payments earned in connection with any bonus plan to which Executive was a participant as of the date of Executive’s termination of employment.

(ii)

The term “Good Reason” shall mean the Company materially breaches this Agreement. Prior to the Executive terminating his employment with the Company for Good Reason, Executive must provide written notice to the Company that such Good Reason exists and setting forth, in detail, the grounds the Executive believes constitutes Good Reason. If the Company does not cure the condition(s) constituting Good Reason within thirty (30) days following receipt of such notice, then Executive’s employment shall be deemed terminated for Good Reason.

(iii)

Upon expiration of the term of this Agreement where the Company has offered to renew the term of the Executive’s employment for an additional one (1) year period and the Executive chooses not to continue in the employ of the Company, the Executive shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time. In the even the Company tenders Non-Renewal Notice to the Executive, then the Executive shall be entitled to the same severance benefits as if the executive’s employment were terminated due to Section 6(c); provided however, if such Non-Renewal Notice was triggered due to the Company’s statement that the Executive’s employment was terminated due to Section 6(b) then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”

Non-Competition Agreement .

(a)

Competition with the Company . Until termination of his employment and for a period of one year commencing on the date of termination, except if termination is for “Without Cause” or “With Good Reason”, the Executive (individually or in association with, or as a stockholder, director, officer, consultant, employee, partner, joint venturer, member, or otherwise, of or through any person, firm, corporation, partnership, association or other entity) shall not, directly or indirectly, compete with the Company (which for the purpose of this Agreement also includes any of its affiliates) by acting as an officer (or comparable position) of, owning an interest in, or providing services to any entity within any metropolitan area in the United States. For purposes of this Agreement, the term “compete with the Company” shall refer to the principal business activity in which the Company was engaged as of the termination of the Executive’s employment or reasonably expected to engage in within three months of termination of employment; provided , however , the foregoing shall not prevent the Executive from (i) accepting employment with an enterprise engaged in two or more lines of business, one of which is the same or similar to the Company’s business (the “Prohibited Business”) if the Executive’s employment is totally unrelated to the Prohibited Business, (ii) competing in a country where as of the time of the alleged violation the Company has ceased engaging in business, or (iii) competing in a line of business which as of the time of the alleged violation the Company has

either ceased engaging in or publicly announced or disclosed that it intends to cease engaging in; provided , further , the foregoing shall not prohibit the Executive from owning up to five percent of the securities of any publicly-traded enterprise provided that the Executive is not a director, officer, consultant, employee, partner, joint venturer, manager, member of, or to such enterprise, or otherwise compensated for services rendered thereby.

(b)

Solicitation of Customers . During the periods in which the provisions of Section 7(a) shall be in effect, the Executive, directly or indirectly, will not seek nor accept Prohibited Business from any Customer (as defined below) on behalf of any enterprise or business other than the Company, refer Prohibited Business from any Customer to any enterprise or business other than the Company or receive commissions based on sales or otherwise relating to the Prohibited Business from any Customer, or any enterprise or business other than the Company. For purposes of this Agreement, the term “Customer” means any person, firm, corporation, partnership, limited liability company, association or other entity to which the Company or any of its affiliates sold or provided goods or services during the 12-month period prior to the time at which any determination is required to be made as to whether any such person, firm, corporation, partnership, limited liability company, association or other entity is a Customer, or who or which was approached by or who or which has approached an employee of the Company for the purpose of soliciting business from the Company or the third party, as the case may be.

(c)

Solicitation of Employees or Independent Contractors . During the period in which the provisions of Section 7(a) and (b) shall be in effect, the Executive agrees that he shall not, directly or indirectly, request, recommend or advise any employee or independent contractor of the Company to terminate his or her employment or services with the Company, or solicit for employment or services or recommend to any third party the solicitation for employment or services of any person who, at the time of such solicitation, is employed by or contracted with the Company or any of its subsidiaries and affiliates.

(d)

No Payment . The Executive acknowledges and agrees that no separate or additional payment will be required to be made to him in consideration of his undertakings in this Section 7, and confirms he has received adequate consideration for such undertakings.

(e)

References . References to the Company in this Section 7 shall include the Company’s subsidiaries and affiliates.

Non-Disclosure of Confidential Information .

(a)

Confidential Information . Confidential Information includes, but is not limited to, trade secrets, processes, policies, procedures, techniques, designs, drawings, know-how, show-how, technical information, specifications, computer software and source code, information and data relating to the development, research, testing, costs, marketing, and uses of the Services or Products (as defined herein), the Company’s budgets and strategic plans, and the identity and special needs of Customers, vendors, and suppliers, subjects and databases, data, and all technology relating to the Company’s businesses, systems, methods of operation, and Customer lists, Customer information, solicitation leads, marketing and advertising materials, methods and manuals and forms, all of which pertain to the activities or operations of the Company, the names, home

addresses and all telephone numbers and e-mail addresses of the Company’s directors, employees, officers, executives, former executives, Customers and former Customers. In addition, Confidential Information also includes Customers and the identity of and telephone numbers, e-mail addresses and other addresses of executives or agents of Customers who are the persons with whom the Company’s executives, officers, employees, and agents communicate in the ordinary course of business. Confidential Information also includes, without limitation, Confidential Information received from the Company’s subsidiaries and affiliates. For purposes of this Agreement, the following will not constitute Confidential Information (i) information which is or subsequently becomes generally available to the public through no act or fault of the Executive, (ii) information set forth in the written records of the Executive prior to disclosure to the Executive by or on behalf of the Company which information is given to the Company in writing as of or prior to the date of this Agreement, and (iii) information which is lawfully obtained by the Executive in writing from a third party (excluding any affiliates of the Executive) who did not acquire such confidential information or trade secret, directly or indirectly, from the Executive or the Company. As used herein, the term “Services or Products” shall include all services or products for which the Company or any of its subsidiaries offered for sale and marketed during the Term and any other services or products which the Company or any of its subsidiaries has taken concrete steps to offer for sale, but not yet commenced marketing during the Term.

(b)

Legitimate Business Interests . The Executive recognizes that the Company has legitimate business interests to protect and as a consequence, the Executive agrees to the restrictions contained in this Agreement because they further the Company’s legitimate business interests. These legitimate business interests include, but are not limited to (i) trade secrets, (ii) valuable confidential business, technical, and/or or professional information that otherwise does not qualify as trade secrets, including, but not limited to, all Confidential Information; (iii) substantial, significant, or key, relationships with specific prospective or existing Customers, subjects, vendors or suppliers; (iv) Customer goodwill associated with the Company’s business; and (v) specialized training relating to the Company’s technology, methods, operations and procedures.

(c)

Confidentiality . Following termination of employment, the Confidential Information shall be held by the Executive in the strictest confidence and shall not, without the prior express written consent of the Company, be disclosed to any person other than in connection with the Executive’s employment by the Company. The Executive further acknowledges that such Confidential Information as is acquired and used by the Company or its affiliates is a special, valuable and unique asset. The Executive shall exercise all due and diligent precautions to protect the integrity of the Company’s Confidential Information and to keep it confidential whether it is in written form, on electronic media, oral, or otherwise. The Executive shall not copy any Confidential Information except to the extent necessary to his employment nor remove any Confidential Information or copies thereof from the Company’s premises except to the extent necessary to his employment and then only with the authorization of an officer of the Company (excluding the Executive). All records, files, materials and other Confidential Information obtained by the Executive in the course of his employment with the Company are confidential and proprietary and shall remain the exclusive property of the Company, its Customers, or subjects, as the case may be. The Executive shall not, except in connection with and as required by his performance of his duties under this Agreement, for any reason use for his own benefit or the benefit of any person or entity with which he may be associated or disclose any such Confidential

Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever without the prior express written consent of an executive officer of the Company (excluding the Executive).

Equitable Relief .

(a)

The Company and the Executive recognize that the services to be rendered under this Agreement by the Executive are special, unique and of extraordinary character, and that in the event of the breach by the Executive of the terms and conditions of this Agreement or if the Executive, without the prior express consent of the Board of Directors of the Company, shall leave his employment for any reason and take any action in violation of Section 7 and/or Section 8, the Company shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction referred to in Section 9(b) below, to enjoin the Executive from breaching the provisions of Section 7 and/or Section 8. In such action, the Company shall not be required to plead or prove irreparable harm or lack of an adequate remedy at law or post a bond or any security.

(b)

Any action must be commenced in Palm Beach County, Florida. The Executive and the Company irrevocably and unconditionally submit to the exclusive jurisdiction of such courts and agree to take any and all future action necessary to submit to the jurisdiction of such courts. The Executive and the Company irrevocably waive any objection that they now have or hereafter irrevocably waive any objection that they now have or hereafter may have to the laying of venue of any suit, action or proceeding brought in any such court and further irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Final judgment against the Executive or the Company in any such suit shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and the amount of any liability of the Executive or the Company therein described, or by appropriate proceedings under any applicable treaty or otherwise.

10.

Assignability . The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company, provided that such successor or assign shall acquire all or substantially all of the securities or assets and business of the Company. The Executive’s obligations hereunder may not be assigned or alienated and any attempt to do so by the Executive will be void.

11.

Severability .

(a)

The Executive expressly agrees that the character, duration and geographical scope of the non-competition provisions set forth in this Agreement are reasonable in light of the circumstances as they exist on the date hereof. Should a decision, however, be made at a later date by a court of competent jurisdiction that the character, duration or geographical scope of such provisions is unreasonable, then it is the intention and the agreement of the Executive and the Company that this Agreement shall be construed by the court in such a manner as to impose only those restrictions on the Executive’s conduct that are reasonable in the light of the circumstances and as are necessary to assure to the Company the benefits of this Agreement. If, in any judicial proceeding, a court shall refuse to enforce all of the separate covenants deemed included herein

because taken together they are more extensive than necessary to assure to the Company the intended benefits of this Agreement, it is expressly understood and agreed by the parties hereto that the provisions of this Agreement that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding shall be deemed eliminated, for the purposes of such proceeding, from this Agreement.

(b)

If any provision of this Agreement otherwise is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative in such state or jurisdiction and shall not be part of the consideration moving from either of the parties to the other. The remaining provisions of this Agreement shall be valid and binding and of like effect as though such provisions were not included.

12.

To the Company:

Money4Gold Holdings, Inc.

595 South Federal Highway, Suite 600

Boca Raton, FL 33432

Facsimile: (954) 208-9862

Attention: Mr. Daniel Brauser

With a Copy to:

Harris Cramer LLP

1555 Palm Beach Lakes Blvd.

Suite 310

West Palm Beach, FL 33401

Facsimile (561) 659-0701

Attention: Michael D. Harris, Esq.

To the Executive:

Mr. Douglas Feirstein

330 SW 2 ^nd Street, Suite 209

Fort Lauderdale, FL 33312

Facsimile: (954) 527-8750

13.

Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

14.

Attorneys’ Fees . In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses (including such fees and costs on appeal).

15.

Governing Law . This Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, the obligations provided therein or performance shall be governed or interpreted according to the internal laws of the State of Florida without regard to choice of law considerations.

16.

Entire Agreement . This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or parties against which enforcement or the change, waiver discharge or termination is sought.

17.

Additional Documents . The parties hereto shall execute such additional instruments as may be reasonably required by their counsel in order to carry out the purpose and intent of this Agreement and to fulfill the obligations of the parties hereunder.

18.

Section and Paragraph Headings . The section and paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

19.

Arbitration . Except for a claim for equitable relief, any controversy, dispute or claim arising out of or relating to this Agreement, or its interpretation, application, implementation, breach or enforcement which the parties are unable to resolve by mutual agreement, shall be settled by submission by either party of the controversy, claim or dispute to binding arbitration in Broward County, Florida (unless the parties agree in writing to a different location), before one arbitrator in accordance with the rules of the American Arbitration Association then in effect. In any such arbitration proceeding the parties agree to provide all discovery deemed necessary by the arbitrator. The decision and award made by the arbitrator shall be final, binding and conclusive on all parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof.

Notwithstanding the exclusion caused by the first clause of the prior sentence, the Executive shall receive such payments if provided for by a court or other administrative order.

20.

Section 409A .

(a)

Notwithstanding anything to the contrary contained in this Agreement, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Internal Revenue Code (the “Code”), the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to the 20%

additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and one day after the Executive’s separation from service, or (ii) the Executive’s death (the “Six Month Delay Rule”).

(b)

For purposes of this Section 23, amounts payable under the Agreement should not be considered a deferral of compensation subject to Section 409A to the extent provided in Treasury Regulation Section 1.409A-1(b)(4) (i.e., short-term deferrals), Treasury Regulation Section 1.409A-1(b)(9) (i.e., separation pay plans, including the exception under subparagraph (iii)), and other applicable provisions of Treasury Regulations Sections 1.409A-1 through A-6.

(c)

To the extent that the Six Month Delay Rule applies to payments otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of the Six Month Delay Rule, and the balance of the installments shall be payable in accordance with their original schedule.

(d)

To the extent that the Six Month Delay Rule applies to the provision of benefits (including, but not limited to, life insurance and medical insurance), such benefit coverage shall nonetheless be provided to the Executive during the first six months following his separation from service (the “Six Month Period”), provided that, during such Six-Month Period, the Executive pays to the Company, on a monthly basis in advance, an amount equal to the Monthly Cost (as defined below) of such benefit coverage. The Company shall reimburse the Executive for any such payments made by the Executive in a lump sum not later than 30 days following the sixth month anniversary of the Executive’s separation from service. For purposes of this subparagraph, “Monthly Cost” means the minimum dollar amount which, if paid by the Executive on a monthly basis in advance, results in the Executive not being required to recognize any federal income tax on receipt of the benefit coverage during the Six Month Period.

(e)

The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

(f)

The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the date and year first above written.


	Money4Gold Holdings, Inc.


	By:	/s/ Daniel Brauser
		Daniel Brauser, President


	Executive:


	By:	/s/ Douglas Feirstein
		Douglas Feirstein

Exhibit 10.5

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of the 5 ^th day of May, 2009, between Money4Gold Holdings, Inc., a Delaware corporation (the “Company”), and Todd Oretsky (the “Executive”).

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth in this Agreement, and intending to be legally bound, the Company and the Executive agree as follows:

brought to the Company no trade secrets, confidential business information, documents, or other personal property of a prior employer.

Term of Employment .

(a)

(b)

Duties .

(a)

General Duties . The Executive shall serve as the Chief Operating Officer of the Company, with duties and responsibilities that are customary for such an executive. The Executive shall also perform services for such subsidiaries of the Company as may be necessary. The Executive shall use his best efforts to perform his duties and discharge his responsibilities pursuant to this Agreement competently, carefully and faithfully. The Executive shall report to the Chief Executive Officer of the Company.

(b)

(c)

(d)

Compensation and Expenses .

(a)

(b)

(c)

Benefits .

(a)

(b)

(c)

Directors and Officers Insurance . The Executive shall be provided the same directors’ and officers’ insurance available to all other officers and directors.

Termination .

(a)

(b)

(c)

Termination Without Cause, or For Good Reason.

(i)

The Executive may terminate this Agreement for Good Reason (as defined below in Section 6(c)(ii)). In the event the Executive terminates this Agreement for Good Reason, or the Company terminates the Executive without Cause, then, in either case, the Company shall pay to the Executive (i) eighteen (18) months’ Base Salary at the then current rate, to be paid

from the date of termination until paid in full in accordance with the Company’s usual practices, including the withholding of all applicable taxes;(ii) any accrued benefits under any employee benefit plan extended to Executive at the time of its termination, and (iii) payment on a prorated basis of any bonus or other payments earned in connection with any bonus plan to which Executive was a participant as of the date of Executive’s termination of employment.

(ii)

(iii)

Non-Competition Agreement .

(a)

of the securities of any publicly-traded enterprise provided that the Executive is not a director, officer, consultant, employee, partner, joint venturer, manager, member of, or to such enterprise, or otherwise compensated for services rendered thereby.

(b)

(c)

(d)

(e)

References . References to the Company in this Section 7 shall include the Company’s subsidiaries and affiliates.

Non-Disclosure of Confidential Information .

(a)

Information also includes Customers and the identity of and telephone numbers, e-mail addresses and other addresses of executives or agents of Customers who are the persons with whom the Company’s executives, officers, employees, and agents communicate in the ordinary course of business. Confidential Information also includes, without limitation, Confidential Information received from the Company’s subsidiaries and affiliates. For purposes of this Agreement, the following will not constitute Confidential Information (i) information which is or subsequently becomes generally available to the public through no act or fault of the Executive, (ii) information set forth in the written records of the Executive prior to disclosure to the Executive by or on behalf of the Company which information is given to the Company in writing as of or prior to the date of this Agreement, and (iii) information which is lawfully obtained by the Executive in writing from a third party (excluding any affiliates of the Executive) who did not acquire such confidential information or trade secret, directly or indirectly, from the Executive or the Company. As used herein, the term “Services or Products” shall include all services or products for which the Company or any of its subsidiaries offered for sale and marketed during the Term and any other services or products which the Company or any of its subsidiaries has taken concrete steps to offer for sale, but not yet commenced marketing during the Term.

(b)

(c)

whatsoever without the prior express written consent of an executive officer of the Company (excluding the Executive).

Equitable Relief .

(a)

(b)

10.

11.

Severability .

(a)

the provisions of this Agreement that, if eliminated, would permit the remaining separate provisions to be enforced in such proceeding shall be deemed eliminated, for the purposes of such proceeding, from this Agreement.

(b)

12.

To the Company:

Money4Gold Holdings, Inc.

595 South Federal Highway, Suite 600

Boca Raton, FL 33432

Facsimile: (954) 208-9862

Attention: Mr. Daniel Brauser

With a Copy to:

Harris Cramer LLP

1555 Palm Beach Lakes Blvd.

Suite 310

West Palm Beach, FL 33401

Facsimile (561) 659-0701

Attention: Michael D. Harris, Esq.

To the Executive:

Mr. Todd Oretsky

330 SW 2 ^nd Street, Suite 209

Fort Lauderdale, FL 33312

Facsimile: (954) 527-8750

13.

14.

Attorneys’ Fees . In the event that there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach or enforcement thereof, and any action or

proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and expenses (including such fees and costs on appeal).

15.

16.

17.

18.

Section and Paragraph Headings . The section and paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

19.

Notwithstanding the exclusion caused by the first clause of the prior sentence, the Executive shall receive such payments if provided for by a court or other administrative order.

20.

Section 409A .

(a)

be provided until the date that is the earlier of (i) six months and one day after the Executive’s separation from service, or (ii) the Executive’s death (the “Six Month Delay Rule”).

(b)

(c)

(d)

(e)

(f)

IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the date and year first above written.


		Money4Gold Holdings, Inc.


		By:	/s/ Daniel Brauser
			Daniel Brauser, President

		Executive:


		By:	/s/ Todd Oretsky
			Todd Oretsky

Exhibit 10.6

SECOND AMENDMENT TO

EMPLOYMENT AGREEMENT

This AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) dated May 5, 2009 by and between Money4Gold Holdings, Inc., a Delaware corporation (the “Corporation”), and Hakan Koyuncu (the “Executive”).

WHEREAS, the Corporation and the Executive entered into an employment agreement as of July 23, 2008 (the “Agreement”); and

WHEREAS, the parties desire to amend the Agreement to amend offices which the Executive holds.

NOW, THEREFORE, the Corporation and the Executive, each intending to be legally bound hereby, do mutually covenant and agree as follows:

The Agreement is hereby amended as follows:

The first sentence of Section 2 of the Agreement shall be deleted in its entirety and the following inserted in lieu thereof:

The Executive shall serve as President of the Corporation with such duties, responsibilities, and authority as are commensurate and consistent with his position, as may be, from time to time, assigned to him by the Board of Directors of the Corporation.

The term of the Agreement shall expire on May 5, 2012 unless renewed as provided in the Agreement.

In the event of any conflict between the Agreement and this Amendment, the terms as contained in this Amendment shall control. In all other respects the Agreement is hereby ratified and confirmed.

This Amendment may be executed in one or more counterparts, each of which shall be deemed to be one and the same agreement. Facsimile signatures shall be treated in all respects and for all purposes as originals.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.


	CORPORATION:

	Money4Gold Holdings, Inc.


	By:	/s/ Daniel Brauser
		Daniel Brauser, Chief Financial Officer


	EXECUTIVE:


	By:	/s/ Hakan Koyuncu
		Hakan Koyuncu

Exhibit 10.7

SECOND AMENDMENT TO

EMPLOYMENT AGREEMENT

This AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) dated May 5, 2009 by and between Money4Gold Holdings, Inc., a Delaware corporation (the “Corporation”), and Daniel Brauser (the “Executive”).

WHEREAS, the Corporation and the Executive entered into an employment agreement as of July 23, 2008 (the “Agreement”); and

WHEREAS, the parties desire to amend the Agreement to amend offices which the Executive holds.

NOW, THEREFORE, the Corporation and the Executive, each intending to be legally bound hereby, do mutually covenant and agree as follows:

The Agreement is hereby amended as follows:

The first sentence of Section 2 of the Agreement shall be deleted in its entirety and the following inserted in lieu thereof:

The Executive shall serve as the Chief Financial Officer with such duties, responsibilities, and authority as are commensurate and consistent with his position, as may be, from time to time, assigned to him by the Board of Directors of the Corporation.

The term of the Agreement shall expire on May 5, 2012 unless renewed as provided in the Agreement.

In the event of any conflict between the Agreement and this Amendment, the terms as contained in this Amendment shall control. In all other respects the Agreement is hereby ratified and confirmed.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.


	CORPORATION:


	Money4Gold Holdings, Inc.

	By:	/ s / Hakan Koyuncu
		Hakan Koyuncu
		Chief Executive Officer

	EXECUTIVE:

	By:	/s/ Daniel Brauser
		Daniel Brauser,

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Douglas Feirstein, certify that:

I have reviewed this quarterly report on Form 10-Q of Money4Gold Holdings, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 19, 2009

/s/ Douglas Feirstein

Douglas Feirstein

Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Daniel Brauser, certify that:

I have reviewed this quarterly report on Form 10-Q of Money4Gold Holdings, Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 19, 2009

/s/ Daniel Brauser

Daniel Brauser

Chief Financial Officer

(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Money4Gold Holdings, Inc. (the “Company”) on Form 10-Q for the quarter ending June 30, 2009, as filed with the Securities and Exchange Commission on the date hereof, I, Douglas Feirstein, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

The quarterly report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Douglas Feirstein

Douglas Feirstein

Chief Executive Officer

(Principal Executive Officer)

Dated: August 19, 2009

In connection with the quarterly report of Money4Gold Holdings, Inc. (the “Company”) on Form 10-Q for the quarter ending June 30, 2009, as filed with the Securities and Exchange Commission on the date hereof, I, Daniel Brauser, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

The quarterly report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Daniel Brauser

Daniel Brauser

Chief Financial Officer

(Principal Financial Officer)

Dated: August 19, 2009