usell.com, Inc. - FORM 10-Q

Attached files

file	filename
EX-10.2 - AMENDMENT TO THE 2008 EQUITY INCENTIVE PLAN - usell.com, Inc.	v183324_ex10-2.htm
EX-32.1 - CERTIFICATION - usell.com, Inc.	v183324_ex32-1.htm
EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER - usell.com, Inc.	v183324_ex31-1.htm
EX-10.4 - REGISTRATION RIGHTS AGREEMENT - usell.com, Inc.	v183324_ex10-4.htm
EX-31.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER - usell.com, Inc.	v183324_ex31-2.htm
EX-10.3 - STOCK PURCHASE AGREEMENT - usell.com, Inc.	v183324_ex10-3.htm

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: March 31, 2010

¨ 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.)

200 E. Broward Blvd., Suite 1200 Ft. Lauderdale, FL		33301
(Address of principal executive offices)		(Zip Code)

(954) 915-1550

(Registrant’s telephone number, including area code)

———————

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 o Accelerated filer o

Non-accelerated filer o (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 May 10, 2010
Common Stock, $0.0001 par value per share		192,286,341 shares

Money4Gold Holdings, Inc. and Subsidiaries

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	30
Item 4.	Controls and Procedures.	30
Item 4T.	Controls and Procedures	30
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	31
Item 1A.	Risk Factors.	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	31
Item 3.	Defaults Upon Senior Securities.	31
Item 4.	(Removed and Reserved)	31
Item 5.	Other Information.	31
Item 6.	Exhibits.	31
SIGNATURES		33

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements.

Money4Gold Holdings, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

	As of March 31,			As of December 31,
	2010			2009
	(Unaudited)			(Audited)
Assets
Current Assets:
Cash	$	204,820		$	297,426
Accounts receivable - related party		466,745			1,083,487
Inventory		682,278			855,763
Prepaid asset - related party - current portion		187,627			187,627
Prepaid expenses and other current assets		419,967			667,605
Total Current Assets		1,961,437			3,091,908

Fixed Assets - net		215,250			75,908

Other Assets:
Goodwill		11,142,273			11,142,273
Intangible assets - net		54,409			10,668
Intangible asset - related party - net		184,868			199,455
Prepaid asset - related party - net of current portion		406,525			453,432
Other assets		90,708			113,793
Total Other Assets		11,878,783			11,919,621

Total Assets	$	14,055,470		$	15,087,437

Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable	$	2,130,375		$	1,432,428
Accounts payable - related party		73,971			45,984
Accrued expenses		395,114			241,038
Deferred revenue		1,480,701			1,576,462
Total Current Liabilities		4,080,161			3,295,912

Stockholders' Equity:
Convertible Series A preferred stock, ($0.0001 par value, 25,000,000 shares authorized, 400,000 and
3,400,000 issued and outstanding)		40			340
Common stock, ($0.0001 par value, 300,000,000 shares authorized, 191,536,339 and 183,208,004 shares
issued and outstanding)		19,154			18,321
Subscriptions receivable		(1,001,667	)		-
Additional paid in capital		20,889,328			19,080,568
Accumulated deficit		(9,751,996	)		(7,272,073	)
Accumulated other comprehensive loss		(179,550	)		(35,631	)
Total Stockholders' Equity		9,975,309			11,791,525

Total Liabilities and Stockholders' Equity	$	14,055,470		$	15,087,437

See accompanying notes to unaudited interim condensed consolidated financial statements.

Money4Gold Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended March 31,
	2010			2009
Revenue	$	17,272,133		$	1,195,638
Cost of revenue		6,335,660			549,890
Gross Profit		10,936,473			645,748
Sales and marketing expenses		10,723,204			872,984
General and administrative expenses		2,682,395			1,100,012
Loss from Operations		(2,469,126	)		(1,327,248	)

Other Income (Expense):
Interest income		-			78
Interest expense		-			(27,362	)
Loss on foreign exchange		(10,797	)		-
Change in fair value of derivative liability - embedded conversion		-			(1,160	)
Total Other Income (Expense) - Net		(10,797	)		(28,444	)
Net Loss	$	(2,479,923	)	$	(1,355,692	)

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

Weighted average number of shares outstanding during the period - basic and diluted		185,502,671			79,116,959

Comprehensive Loss, Net of Tax:
Net loss	$	(2,479,923	)	$	(1,355,692	)
Foreign currency translation adjustment		(143,919	)		-
Comprehensive Loss	$	(2,623,842	)	$	(1,355,692	)

See accompanying notes to unaudited interim condensed consolidated financial statements.

Money4Gold Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Three Months Ended March 31,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,479,923	)	$	(1,355,692	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liability - embedded conversion feature		-			1,160
Stock based compensation expense		807,626			122,548
Amortization of debt discount		-			20,829
Amortization of debt issuance costs		-			3,750
Amortization of prepaid asset - related party		46,907			65,459
Depreciation and amortization		35,231			-
Changes in operating assets and liabilities:
Decrease (increase) in:
Accounts receivable - related party		610,323			143,782
Inventory		163,444			(29,368	)
Prepaid and other current assets		229,139			(60,541	)
Other assets		(3,589	)		(12,831	)
Increase (decrease) in:
Accounts payable		1,098,295			60,845
Accounts payable - related party		(366,606	)		(59,406	)
Accrued expenses		130,548			15,144
Deferred Revenues		(77,018	)		-
Net Cash Provided by (Used In) Operating Activities		194,377			(1,084,321	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid to purchase fixed assets		(159,476	)		(2,123	)
Net Cash Used in Investing Activities		(159,476	)		(2,123	)

See accompanying notes to unaudited interim condensed consolidated financial statements.

Money4Gold Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Continued)

(Unaudited)

	For the Three Months Ended March 31,
	2010			2009
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from media line of credit		-			250,000
Proceeds from convertible note payable		-			250,000
Cash paid as debt issue costs		-			(12,500	)
Proceeds from issuance of common stock and warrants in private placement		-			80,000
Net Cash Provided By Financing Activities		-			567,500

Net Increase (Decrease) in Cash		34,902			(518,944	)

Effect of Exchange Rates on Cash		(127,507	)		334

Cash - Beginning of Period		297,426			778,436

Cash - End of Period	$	204,820		$	259,826

SUPPLEMENTARY CASH FLOW INFORMATION:
Cash Paid During the Period for:
Interest	$	-		$	-
Taxes	$	-		$	-

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Sale of stock for subscription receivable	$	1,001,667		$	-
Accrual of covenant not to compete	$	50,000		$	-
Conversion of preferred stock into common stock	$	300		$	220
Derivative liability arising from Convertible Note Payable	$	-		$	69,429

See accompanying notes to unaudited interim condensed consolidated financial statements.

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

March 31, 2010

Note 1 – Organization and Business

Money4Gold Holdings, Inc. is based in Florida and, through our wholly-owned subsidiaries (collectively, “Money4Gold,” “Company,” “we,” “us,” and/or “our”), operates in the United States, Canada, and several countries in Europe. Through direct response advertising and marketing campaigns, we purchase for resale precious metals including gold, silver and platinum as well as diamonds and other precious stones from the public.

Note 2 – Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). 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 our opinion, however, that the accompanying unaudited interim condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2009 as filed with the SEC, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis, for the year ended December 31, 2009 and the period from February 14, 2008 (inception) to December 31, 2008. The interim results for the three month period ended March 31, 2010 are not necessarily indicative of the results to be expected for the year ending December 31, 2010 or for any future interim period.

Note 3 – Liquidity and Management’s Plans

We incurred a $2,479,923 net loss (including $889,764 of non-cash charges) for the three months ended March 31, 2010. As of March 31, 2010, we had a $9,751,996 accumulated deficit and working capital deficit of $2,118,724.

We do not yet have a sustained history of financial stability. Historically our principal source of liquidity has been the issuances of debt and equity securities, including preferred stock, common stock and various debt financing transactions. We believe that the higher level of revenue attained during the third and fourth quarters of 2009 and the first quarter of 2010 is a result of the successful implementation of the first stages of our business plan and that, if we can improve our returns on our media investments and control our costs accordingly, continued implementation will generate steadily improving results and cash flows in the future.

Management believes that our cash balance on May 10, 2010 of approximately $1.1 million, current level of working capital, anticipated cash that will be received from revenue generated from advertisements that have already aired, and additional funds through the issuance of debt and/or equity securities will be sufficient to sustain operations through at least March 31, 2011. However, there can be no assurance that the plans and actions proposed by management will be successful, that we will continue to generate revenue from advertisements that have already aired, or that unforeseen circumstances will not require us to seek additional funding sources in the future or effectuate plans to conserve liquidity. In addition, there can be no assurance that our efforts to raise additional funds through the issuance of debt and/or equity securities will be successful or that in the event additional sources of funds are needed to continue operations, that they will be available on acceptable terms, if at all.

Note 4 – Significant Accounting Policies

Principles of Consolidation

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

March 31, 2010

The accompanying unaudited interim condensed consolidated financial statements include the accounts of Money4Gold and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of unaudited interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited interim condensed consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: the amount allocated to goodwill and other intangible assets, the estimated useful lives for amortizable intangible assets and property, plant and equipment, accrued expenses, deferred revenue, the fair value of warrants granted in connection with various financing transactions, share-based payment arrangements, and the fair value of derivative liabilities.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited interim condensed consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.

Reclassification

We have reclassified certain prior year amounts to conform to the current year’s presentation. These reclassifications have no effect on the financial position at December 31, 2009 or on the results of operations for the three months ended March 31, 2009.

We minimize credit risk associated with cash and cash equivalents by periodically evaluating the credit quality of our primary financial institutions. At times, our cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limit. We had no uninsured balances at March 31, 2010 or December 31, 2009.

Accounts Receivable

Accounts receivable represent obligations from a related party customer, the Refinery (Note 11). As discussed below under Revenue Recognition, we are able to estimate the total value of each batch of precious metals received. The Refinery advances to us, up to 80% of the value of the precious metals we have received, but not yet delivered. After completion of the melt and validation process, the final amount due to us, net of the advance, is determined and is recorded as an account receivable.

We periodically evaluate the collectability of our accounts receivable and consider the need to record an allowance for doubtful accounts based upon historical collection experience and specific information. Actual amounts could vary from the recorded estimates. We did not deem it necessary to record an allowance for doubtful accounts at March 31, 2010 or December 31, 2009.

Inventory

Inventory consists predominantly of gold and other precious metals and is carried at the lower of cost or net realizable value. Cost is based solely on the amount paid by us to third parties in the general public, which is generally lower than the current market value. As such, we do not deem it necessary to record a reserve for obsolete inventory.

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

March 31, 2010

Fixed Assets

Fixed assets are stated at cost. Depreciation is calculated on a straight-line basis over the estimated useful lives of the related assets, which ranges from three to seven years.

Long-Lived Assets

We carry long-lived assets at the lower of their carrying amount or their fair value. We periodically review the carrying values of our long-lived assets when events or changes in circumstances indicate that it is more likely than not that their carrying values may exceed their fair values, and record an impairment charge when considered necessary.

When circumstances indicate that an impairment of value may have occurred, we test such assets for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of such assets and their eventual disposition to their carrying amounts. If the undiscounted future cash flows are less than the carrying amount of the asset, an impairment loss, measured as the excess of the carrying value of the asset over its estimated fair value, is recognized. Fair value, for purposes of calculating impairment, is measured based on estimated future cash flows, discounted at a market rate of interest.

Goodwill

Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition or sale or disposition of a significant portion of a reporting unit. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The fair value of each reporting unit is estimated using a discounted cash flow methodology. This requires significant judgments including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term growth rate of our business, the useful life over which cash flows will occur, and determination of our weighted average cost of capital. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment charge for each reporting unit.

During the three months ended March 31, 2010, we did not identify any indication of goodwill impairment.

Convertible Instruments

We review all of our convertible instruments for the existence of an embedded conversion feature which may require bifurcation, if certain criteria are met. These criteria include circumstances in which:

The economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract,

The hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable GAAP with changes in fair value reported in earnings as they occur, and

A separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to certain requirements (except for when the host instrument is deemed to be conventional).

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

March 31, 2010

A bifurcated derivative financial instrument may be required to be recorded at fair value and adjusted to market at each reporting period end date. In addition, we may be required to classify certain stock equivalents issued in connection with the underlying debt instrument as derivative liabilities.

For convertible instruments that we have determined should not be bifurcated from their host instruments, we record discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. Also when necessary, we record deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the financing transaction and the effective conversion price embedded in the preferred shares.

In addition, we review all of our convertible instruments for the existence of a beneficial conversion feature. Upon the determination that a beneficial conversion feature exists, the relative fair value of the beneficial conversion feature would be recorded as a discount from the face amount of the respective debt instrument and the discount would be amortized to interest expense over the life of the debt.

Finally, if necessary, we 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.

Common Stock Purchase Warrants and Derivative Financial Instruments

We review any common stock purchase warrants and other freestanding derivative financial instruments at each balance sheet date and classify them on our balance sheet as:

Equity if they (i) require physical settlement or net-share settlement, or (ii) gives us a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement), or as

Assets or liabilities if they (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside our control), or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement).

We assess classification of our common stock purchase warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required.

We had no freestanding derivatives as of March 31, 2009 or December 31, 2008.

Revenue Recognition

We generate revenue from the sale of precious metals, including gold, silver and platinum, and from the sale of diamonds and other precious stones. Revenue is recognized when all of the following conditions exist: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred, (3) the sales price is fixed or determinable, and (4) collectability is reasonably assured.

Precious Metals

We grade the quality of the precious metals purchased from the public and estimate the total quantity of pure gold, silver and platinum received. We then lock in the current spot rate of each metal sufficient to cover the total quantity received in the current batch with the Refinery. After a holding period of at least 10 days to allow for returns, the precious metals are delivered to the Refinery to be melted. Upon melting the precious metals, the Refinery validates the quality of pure gold, silver, and platinum and remits payment to us based on the quantity of each precious metal at the agreed upon spot rates, as described above. Revenue is recognized upon melting of the precious metals and the validation of the quality and quantity of each precious metal by the Refinery.

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

March 31, 2010

No returns are accepted from the Refinery and upon delivery of the precious metals to the refiner, we have no further obligations.

Diamonds and Other Precious Stones

Diamonds and other precious stones are generally purchased from the public in connection with the purchase of precious metals. We value diamonds and other precious stones based on a variety of factors including size and quality and then resell them. To date, all diamonds and other precious stones have been sold to an affiliate of an officer of one of our wholly-owned subsidiaries. Revenue is recognized upon the acceptance of the diamonds and other precious stones by the purchaser.

Deferred Revenue

Upon our estimate of the total quantity of pure gold, silver, and platinum received and the locking in of the current spot rate for each precious metal, we are able to estimate the total value of the batch received. The Refinery advances to us, up to 80% of the value of the precious metals we have received, but not yet delivered. This amount is recorded as deferred revenue until the specific batch is melted and processed as described above, at which time, it is recorded as revenue.

Cost of Revenue

Our cost of revenue includes our cost of acquiring precious metals and stones as well as any other direct costs and expenses required to ship, secure, grade, log and process the metals and stones internally. In addition, fees and other costs incurred in connection with processing at the Refinery are charged to cost of revenue.

Advertising

Advertising costs are expensed as they are incurred and are included in sales and marketing expenses. Advertising expense amounted to $8,529,669 and $872,984 for the three months ended March 31, 2010 and March 31, 2009, respectively.

Foreign Currency Transactions

The unaudited interim condensed consolidated financial statements are presented in United States Dollars. The financial position and results of operations of our foreign subsidiaries are measured using the local currency as the functional currency. Assets and liabilities of our foreign subsidiaries have been translated from their local currency (British pounds, Canadian dollars and Euros) into the reporting currency, U.S. dollars, using period end exchange rates. Equity transactions have been translated using the historical exchange rate that was in effect when the transaction occurred. The resulting translation adjustments are recorded as a separate component of accumulated other comprehensive loss. Revenues and expenses have been translated using weighted average exchange rates for the respective periods. Transaction gains and losses resulting from foreign currency transactions are recorded as foreign exchange gains or losses and are included in general and administrative expense in the consolidated statement of operations. We have not entered into any financial instruments to offset the impact of foreign currency fluctuations.

Share-Based Payment Arrangements

Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded in cost of goods sold or general and administrative expense in the consolidated statement of operations, depending on the nature of the services provided. We have applied fair value accounting and the related provisions of ASC 718 for all share based payment awards. The fair value of share-based payments is recognized ratably over the stated vesting period. In the event of termination, we will cease to recognize compensation expense.

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

March 31, 2010

Net Loss per Share

Basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. 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 (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive.

The computation of basic and diluted loss per share for the three months ended March 31, 2010 and 2009 excludes the following potentially dilutive securities because their inclusion would be anti-dilutive:

	Three Months Ended March 31,
	2010		2009
Convertible Preferred Stock		400,000		11,900,000
Common Stock Purchase Warrants		21,800,003		8,400,000
Stock Options		13,215,834		1,073,134
		35,415,837		21,373,134

Comprehensive Loss

Other comprehensive loss includes all changes in stockholders’ equity during a period from non-owner sources and is reported in the consolidated statement of stockholders’ equity. To date, other comprehensive loss consists of changes in accumulated foreign currency translation adjustments.

Recent Accounting Pronouncements

In January 2010, the FASB issued updated guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. This update requires new disclosures on significant transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy (including the reasons for these transfers) and the reasons for any transfers in or out of Level 3. This update also requires a reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis. In addition to these new disclosure requirements, this update clarifies certain existing disclosure requirements. For example, this update clarifies that reporting entities are required to provide fair value measurement disclosures for each class of assets and liabilities rather than each major category of assets and liabilities. This update also clarifies the requirement for entities to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. This update is effective for the interim and annual reporting periods beginning January 1, 2010, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will become effective for the interim and annual reporting period beginning January 1, 2011. We will not be required to provide the amended disclosures for any previous periods presented for comparative purposes. Other than requiring additional disclosures, adoption of this update will not have a material effect on our unaudited interim condensed consolidated financial statements.

Note 5 – Fair Value

The fair value of our financial assets and liabilities reflects our estimate of amounts that we would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of our assets and liabilities, we seek to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

March 31, 2010

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Our investment strategy is focused on capital preservation. We intend to invest in instruments that meet credit quality standards. The current expectation is to maintain cash and cash equivalents, once these resources are available.

The following are the major categories of assets measured at fair value on a nonrecurring basis during the three months ended March 31, 2010, using quoted prices in active markets for identical assets (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3):

	Level 1: Quoted Prices in Active Markets for Identical Assets		Level 2: Quoted Prices in Inactive Markets for Identical Assets		Level 3: Significant Unobservable Inputs		Total at December 31, 2009		Total Impairment For the Year Ended December 31, 2009
Goodwill	$	-0-	$	11,142,273	$	-0-	$	11,142,273	$	-0-
Total	$	-0-	$	11,142,273	$	-0-	$	11,142,273	$	-0-

We have determined the estimated fair value amounts presented in these unaudited interim condensed Consolidated Financial Statements using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The estimates presented in the unaudited interim condensed Consolidated Financial Statements are not necessarily indicative of the amounts that we could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. We have based these fair value estimates on pertinent information available as of the respective balance sheet dates and have determined that, as of such dates, the carrying value of all financial instruments approximates fair value.

Note 6 – Acquisitions

On May 7, 2009, we acquired 100% of MGE Enterprises Corporation, a Wyoming corporation (“MGE”). MGE operated in the United States under the names mygoldenvelope.com and sobredeoro.com using a business model similar to ours. In addition, their management has provided us with extensive experience in creating and growing businesses that provide shareholder value in a broad array of industries, including direct response, Internet marketing and national retail distribution and sales. MGE’s ability to reach a broader number of consumers through their experience in multi-language television advertising, direct response, and retail distribution and sales greatly accelerated our growth and increased our depth of management experience.

We used the acquisition method of accounting in connection with the acquisition of MGE and accordingly, our unaudited interim condensed consolidated financial statements include the results of operations of MGE for the three months ended March 31, 2010.

The following unaudited condensed consolidated pro forma information gives effect to the acquisition of MGE as if the transaction had occurred on January 1, 2008. The following pro-forma information is presented for illustration purposes only and is not necessarily indicative of the results that would have been attained had the acquisition been completed on January 1, 2008, nor are they indicative of results that may occur in any future periods:

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

March 31, 2010

	For the Three Months Ended March 31, 2009
Revenues	$	3,244,348
Net Loss		(1,888,060	)

Basic and Diluted Loss from Continuing Operations per Common Share	$	(0.01	)
Weighted Average Shares Outstanding - Basic and Diluted		153,993,391

Note 7 –Fixed Assets

Fixed assets consist of the following at March 31, 2010 and December 31, 2009:

	Balance at March 31, 2010			Balance at December 31, 2009			Estimated Useful Life
Leasehold Improvements	$	115,281		$	39,694			*
Security Equipment		78,015			26,005		7years
Computers		18,228			6,024		3years
Furniture and Fixtures		11,216			2,397		7years
Office Equipment		3,386			3,386		3years
		226,126			77,506
Less: Accumulated Depreciation		(10,876	)		(1,598	)
Fixed Assets, Net	$	215,250		$	75,908

* The shorter of three years or the life of the lease.

Depreciation expense pertaining to fixed assets during the three months ended March 31, 2010 and 2009 was $14,385 and $-0-, respectively.

Note 8 –Debt and Other Financing

Convertible Note Payable

On March 4, 2009, we issued a $250,000 Convertible Note Payable (the “Convertible Note”) to Whalehaven Capital Fund Limited (“Whalehaven”). The Convertible Note had a three month term, bore interest at an annual rate of 15% compounded monthly beginning on the date of issuance and was secured by all of our assets. All principal and accrued interest was due and payable on June 1, 2009, but was subsequently extended to June 1, 2010, as described below. We used the $237,500 net proceeds received from this Convertible Note to provide working capital.

The Convertible Note was convertible at the option of Whalehaven, in whole or in part, into shares of our common stock at an initial conversion price equal to the average of the three lowest closing bid prices within the prior twenty day trading period immediately preceding the date we received notice of conversion. The conversion price was adjustable for standard anti-dilution provisions such as stock splits, stock dividends and similar types of recapitalization events. In addition, the conversion was limited such that Whalehaven could only convert on a date that the amount of the principal and/or accrued interest in connection with that number of shares of common stock would be in excess of the sum of:

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

March 31, 2010

(a)

The number of shares of common stock beneficially owned by Whalehaven and its affiliates on a conversion date, repayment date, the date notice of redemption is given, or the date notice of mandatory conversion is given, as the case may be;

(b)

Any common stock issuable in connection with the unconverted portion of the Convertible Note; and

(c)

The number of shares of common stock issuable upon the conversion or repayment of the Convertible Note with respect to which the determination of this provision is being made, would result in beneficial ownership by Whalehaven and its affiliates of more than 4.99% of the outstanding shares of our common stock on such date.

We evaluated the conversion feature embedded in the Convertible Note to determine whether such conversion feature should be bifurcated from its host instrument and accounted for as a freestanding derivative. We determined that since the exercise price of the convertible debt contained a variable conversion feature, such conversion feature should be bifurcated from its host instrument and accounted for as a freestanding derivative.

We estimated the fair value of the conversion feature using the Black-Scholes option pricing model using the following assumptions:

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

We allocated a portion of the proceeds from the Convertible Note to the conversion feature based on the relative fair value of the principal amount and the conversion feature. The relative fair value of the conversion feature, which amounted to $69,429, was recorded as a discount to the Convertible Note and a corresponding increase to a derivative liability. This discount amount was being amortized to interest expense over the contracted term of the Convertible Note. During the three months ended March 31, 2009, we amortized $20,829 to interest expense. The underlying note was repaid in full during 2009.

At March 31, 2009, we recalculated the fair value of the conversion feature and determined that the value had increased by $1,160. Accordingly, we recorded a loss and a corresponding increase in the value of the derivative liability in the amount of $1,160. We valued the derivative liability at March 31, 2009 using the Black-Scholes option pricing model utilizing the following assumptions:

Expected dividends		0	%
Expected volatility		151.16	%
Expected term – embedded conversion option	0.17 years
Risk free interest rate		0.21	%

In connection with the issuance of the Convertible Note, we paid debt-issuance costs of $27,590, including a $12,500 fee to Whalehaven and $15,090 in legal and other costs. These debt issue costs were capitalized as debt issuance costs and were amortized to interest expense over the contracted term of the Convertible Note. During the three months ended March 31, 2009, we amortized $3,750 to interest expense.

Note 9 – Commitments and Contingencies

We lease space for our corporate headquarters and for our aggregation facilities located around the world under operating lease agreements that expire at various dates through October 2014. Aggregate rent expense for all operating leases was $63,237 and $36,637, for the three months ended March 31, 2010 and 2009, respectively.

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

March 31, 2010

Economic Risks and Uncertainties

The recent global economic slowdown has caused a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, and extreme volatility in credit, equity and fixed income markets. These conditions not only limit our access to capital, but also make it difficult for our customers, our vendors and us to accurately forecast and plan future business activities. Furthermore, our operations are subject to fluctuating prices of precious metals. A decrease in the value of gold, silver or platinum could have an adverse effect on our business.

Foreign Operations

Our operations in various geographic regions expose us to risks inherent in doing business in each of the countries in which we transact business. Operations in countries other than the United States are subject to various risks particular to each country. With respect to any particular country, these risks may include, but are not limited to:

	·	Currency fluctuations, devaluations, conversion and expropriation restrictions;
	·	Confiscatory taxation or other adverse tax policies;
	·	Political and economic instability;
	·	Inflation;
	·	Trade restrictions and economic embargoes imposed by the United States and other countries;
	·	Expropriation and nationalization of our assets or of our customers in that country;
	·	Governmental activities that limit or disrupt markets, payments, or limit the movement of funds;
	·	Governmental activities that may result in the deprivation of contract rights;
	·	Civil unrest, acts of terrorism, force majeure, war or other armed conflict; and
	·	Natural disasters including those related to earthquakes, hurricanes, tsunamis and flooding.

Employment Agreements

We have entered into employment agreements with several of our current executives for initial terms of up to three years, which can or will be renewed for additional one year terms thereafter, unless written notice is provided by the respective parties. The agreements provide, among other things, for the payment of aggregate annual base salaries of approximately $825,000, as well as such incentive compensation and discretionary bonuses as the Board of Directors may determine. In addition, the employment agreements provide for up to eighteen months of severance compensation for terminations under certain circumstances. Aggregate potential severance compensation amounted to approximately $1,237,500 at March 31, 2010.

Former Chief Operating Officer – Todd Oretsky

On February 2, 2010, Mr. Oretsky resigned as our Chief Operating Officer and as a member of our Board of Directors on mutually agreeable terms with the Company to pursue other opportunities.

Legal Proceedings

From time to time, we are periodically a party to or otherwise involved in legal proceedings arising in the normal and ordinary course of business. As of the date of this report, we are not aware of any proceeding, threatened or pending, against us which, if determined adversely, would have a material effect on our business, results of operations, cash flows or financial position.

Customer and Vendor Concentrations

Our revenues are predominantly generated from the sale of precious metals to a related party. During each of the three month periods ended March 31, 2010 and March 31, 2009 this related party customer accounted for approximately 100% of our revenue. At March 31, 2010 and December 31, 2009, the amount due from this customer was approximately 89% and 93% of our accounts receivable, respectively.

During the three months ended March 31, 2010, three vendors accounted for approximately 15%, 12% and 10% of our total purchases, and for the three months ended March 31, 2009 a related party vendor accounted for approximately 31% of our total purchases. At March 31, 2010, one vendor accounted for approximately 12% of our accounts payable, and at December 31, 2009, a related party vendor and one other vendor accounted for approximately 17% and 12% of our total accounts payable, respectively.

Note 10 – Stockholders’ Equity

Convertible Series A Preferred Stock

Our Convertible Series A Preferred Stock (“Series A PS”) has no voting rights, no liquidation preference, and are not entitled to receive dividends. Each share of the Series A PS is convertible into one share of our common stock at the election of the holder. We have determined that no beneficial conversion feature or derivative financial instruments exist in connection with the Series A PS as the conversion rate was fixed at an amount equal to the market price of our common stock.

On March 19, 2009, 2,200,000 shares of our Series A PS were converted into 2,200,000 shares of our common stock of which, 950,000 shares were converted by a family member of our Chief Financial Officer and 1,250,000 shares were converted by another shareholder.

On January 25, 2010, 3,000,000 shares of our Series A PS were converted into 3,000,000 shares of our common stock by a family member of our Chief Financial Officer.

Common Stock

Private Placements

During March 2009, we closed on a private placement transaction, whereby we issued 400,000 shares of our common stock and warrants granting the right to purchase up to 400,000 shares of our common stock to various investors. The warrants are exercisable for three years and have an exercise price of $0.40 per share. Gross proceeds from the sale amounted to $80,000, and were used for working capital purposes.

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

March 31, 2010

On March 31, 2010, we closed on a private placement transaction (the “March 2010 PP”) whereby we issued 5,758,337 shares of our common stock at $0.20 per share. Gross proceeds from the sale amounted to $1,151,667, of which $1,001,667 was received and was being held in escrow as of March 31, 2010 and the remaining $150,000 was received during the first week of April 2010. At March 31, 2010, we have recorded $1,001,667 as subscriptions receivable on our unaudited condensed consolidated balance sheet representing the sale of 5,008,335 shares of our common stock. $1,151,667 was released to us from escrow in April 2010. The funds will be used for working capital. There were no material offering costs associated with this transaction.

Included in the March 2010 PP was an investment of $50,000 by Doug Feirstein, our Chief Executive Officer and an investment of $25,000 from Michael Moran, our Vice President of Corporate Development.

In connection with this private placement transaction, we are required to file a registration statement with the SEC within 45 days of closing, or liquidated damages will be assessed. Liquidated damages are payable at our option in cash or in shares of our common stock at fair market value and are calculated as 1% of the total amount invested for each 30 day period, beginning after the 45 day requirement, for which the shares remain unregistered, up to a maximum of six months.

Share Grants

On December 22, 2008, we granted an aggregate of 2,000,000 shares of common stock to two employees. The grant had a fair value of $600,000 based upon the quoted closing trading price of the stock on the date of the grant. Of the 2,000,000 shares, 500,000 were fully vested and the remaining 1,500,000 shares vest over a period of 30 months. During the three months ended March 31, 2010, we identified an error in the term used for the calculation of the periodic amoritzation and recorded a one-time adjustment to the expense pertaining to this grant of $65,161, resulting in a negative expense for the period of $20,161. During the three months ended March 31, 2009, we recognized $60,000 as expense pertaining to this grant.

During March 2009, we granted 750,000 shares of common stock to two employees. The grant had a fair value of $292,500 based upon the quoted closing trading price of the stock on the date of the grant and will vest over a period of 36 months. During the three months ended March 31, 2010 and 2009, we recognized $24,375 and $8,125 of expense pertaining to this grant, respectively.

During October 2009, we issued 870,666 shares of restricted common stock, having a fair value of $190,197, based upon the quoted closing trading price of our common stock as of the issuance dates, to directors. The shares vest annually over a three-year period, subject to continued service as a director on each applicable vesting date. During the three months ended March 31, 2010, we recognized $46,853 as expense pertaining to this grant, including $34,375 as a result of the accelerated vesting for Neil McDermott in connection with his resignation from the Board on March 9, 2010.

On January 4, 2010, we issued 120,000 shares of restricted common stock, having a fair value of $36,000, based upon the quoted closing trading price of our common stock as of the issuance dates, to a consultant for technology services. The shares vested at the time of issuance and, as a result, during the three months ended March 31, 2010, we recognized $36,000 of expense pertaining to this grant.

On October 20, 2008, we granted 300,000 shares of common stock to Neil McDermott for his future service as a director. In connection with his resignation, 200,000 shares of common stock that had not yet vested, were immediately vested. During the three months ended March 31, 2010, we recognized $110,030 as compensation expense pertaining to this grant, including $94,780 as a result of the accelerated vesting for Mr. McDermott.

Common Stock Purchase Warrant Grants

During November 2009, we granted 5,000,000 warrants to a consultant for services to be performed. The warrants have an exercise price of $0.23, are exercisable for three years and vest ratably over a twelve month period. The estimated fair value of these stock warrants on their date of grant was $798,119, which we estimated using the Black-Scholes option pricing model using the following assumptions:

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

March 31, 2010

Risk-free interest rate		0.37	%
Expected dividend yield		0	%
Expected volatility		189.44	%
Expected life	3 years
Expected forfeitures		0	%

We recorded stock based compensation expense of $199,530 during the three months ended March 31, 2010, related to this award.

The following summarizes our warrant activity for the period from December 31, 2009 through March 31, 2010:

	Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)
Outstanding – December 31, 2009		21,800,003		$	0.35		2.3
Granted		---
Exercised		---
Forfeited or Cancelled		(---	)
Outstanding – March 31, 2010		21,800,003		$	0.37	2.0
Exercisable – March 31, 2010		17,633,336		$	0.41	1.9

At March 31, 2010, the total intrinsic value of all warrants outstanding and exercisable was $-0-.

Stock Option Grants

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

On October 20, 2008, we granted 573,134 non-qualified stock options to contractors and non-employee directors for services to be rendered. The options are exercisable over a five-year term at $0.61 per share. Of the total options granted, 373,134 were issued to two non-employee directors under the terms of the Plan vesting annually in equal increments over a three-year period. The remaining 200,000 options were fully vested upon issuance. These options had an aggregate fair value of $275,964 using the Black-Scholes option-pricing model. For each of the three month periods ended March 31, 2010 and 2009 we recognized $14,972 of expense related to the 373,134 options. The 200,000 fully vested options, had a fair value of $96,300, and were expensed in full during 2008.

On December 31, 2008, we 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 increments over a three-year period. These options are exercisable at $0.36 per share. These options had a fair value of $75,225 using the Black-Scholes option-pricing model. For each of the three month periods ended March 31, 2010 and 2009 we recognized $6,269 of expense pertaining to these grants.

The total grant date fair value of the options listed above that were granted during 2008 was $481,939, based upon the use of a Black-Scholes option-pricing model using the following management assumptions:

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

March 31, 2010

Risk-free interest rate		1.55% - 2.82	%
Expected dividend yield		0	%
Expected volatility		108% - 122.7	%
Expected term	5 years
Expected forfeitures		0	%

During the second quarter of 2009, we granted options to purchase 250,000 shares of our common stock at a weighted average exercise price of $0.31 per share to an employee. The options have a five year contractual term and vest in equal quarterly installments over a period of three years. The estimated fair value of these stock options on their date of grant was $71,100, which we estimated using the 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 three months ended March 31, 2010, we recognized $5,925 of expense pertaining to this grant.

During the fourth quarter of 2009, we granted options to purchase 1,164,709 shares of our common stock at a weighted average exercise price of $0.23 per share to our directors. The options have a five year contractual term and vest in equal quarterly installments over a period of three years. The estimated fair value of these stock options on their date of grant was $257,837, which we estimated using the Black-Scholes option pricing model using the following assumptions:

Risk-free interest rate		2.31-2.51	%
Expected dividend yield		0	%
Expected volatility		162.60-180.87	%
Expected life	5 years
Expected forfeitures		0	%

For the three months ended March 31, 2010, we recognized $50,417 of expense pertaining to these grants, including $32,145 pertaining to the accelerated vesting of shares issued to one of our directors in connection with his resignation from the Board.

During December 2009, we granted options to purchase 10,977,991 shares of our common stock at a weighted average exercise price of $0.27 per share to our employees. The options have a five year contractual term and vest in equal quarterly installments over a period of four years. The estimated fair value of these stock options on their date of grant was $2,974,821, which we estimated using the Black-Scholes option pricing model using the following assumptions:

Risk-free interest rate		2.49	%
Expected dividend yield		0	%
Expected volatility		190.48	%
Expected life	5 years
Expected forfeitures		0	%

For the three months ended March 31, 2010, we recognized $333,417 of expense pertaining to these grants, including $147,492 pertaining to the accelerated vesting of shares issued to our former Chief Operating Officer in accordance with his separation agreement.

On March 10, 2010, Money4Gold increased the aggregate number of shares of common stock which may be issued pursuant to the 2008 Equity Incentive Plan from 8,000,000 to 27,000,000.

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

March 31, 2010

The following table summarizes our stock option activity for the period from December 31, 2009 through March 31, 2010:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value
Balance at December 31, 2009		13,215,834	$	0.45		4.8
Granted		---		---
Forfeited or Cancelled		---		---
Balance at March 31, 2010		13,215,834	$	0.45		4.6	$	---
Exercisable at March 31, 2010		2,076,645	$	0.33		4.4	$	---

The following table summarizes our stock option activity for non-vested options for the period from December 31, 2009 through March 31, 2010:

	Number of Options			Weighted Average Grant Date Fair Value
Outstanding – December 31, 2009		12,595,364		$	0.27
Granted		---		$	---
Vested		(1,456,175	)	$	0.27
Cancelled or Forfeited		(---	)	$	---
Outstanding – March 31, 2010		11,139,189		$	0.27

There were no options granted during the three months ended March 31, 2010. Total unamortized compensation expense related to stock options at March 31, 2010 amounted to $3,028,987 and is expected to be recognized over a weighted average period of 2.6 years.

Note 11 – Related Party Transactions

Refinery

During each of the three month periods ended March 31, 2010 and 2009, we recorded $46,907 in cost of revenue pertaining to prepaid refining services and $14,593 of amortization expense pertaining to a non-compete agreement, both of which pertain to our service agreement with Republic Metals Corporation.

Marketing Services

During the three months ended March 31, 2010 and March 31, 2009, we recorded $1,048,656 and $499,339, respectively, of marketing expense to an online marketing and lead generation services company in which our President is a 50% shareholder.

Note 12 – Geographic Information

We currently generate revenue exclusively from the sale of precious metals, including gold, silver and platinum, and from the sale of diamonds and other precious stones. Our operations in each of our markets exhibit similar financial performance metrics and have similar economic characteristics. As such, we have aggregated our operations around the world into a single operating segment.

Money4Gold Holdings, Inc. and Subsidiaries

Notes to Unaudited Interim Condensed Consolidated Financial Statements

March 31, 2010

Below is a summary of our revenue and total assets by geographic region as of and for the periods indicated:

	United States		Canada		Europe		Consolidated
Revenue for the three months ended March 31, 2010	$	8,046,582	$	4,481,401	$	4,744,150	$	17,272,133
Total Assets at March 31, 2010		12,856,929		433,319		765,222		14,055,470

Revenue for the three months ended March 31, 2009	$	1,012,389		183,249		—	$	1,195,638
Total Assets at December 31, 2009		15,087,437		—		—		15,087,437

Note 13 – Subsequent Events

We evaluated subsequent events between the balance sheet date of March 31, 2010 and May 14, 2010, which represents the date the unaudited interim condensed consolidated financial statements were issued. There were no subsequent events to report.

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

The following discussion and analysis should be read in conjunction with our unaudited interim condensed consolidated financial statements and related notes appearing elsewhere in this report on Form 10-Q. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to those set forth under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the United States Securities and Exchange Commission, or the SEC.

Management’s discussion and analysis of financial condition and results of operations is based upon our unaudited interim condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these unaudited interim condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and assumptions, including, but not limited to, those related to revenue recognition, allowance for doubtful accounts, income taxes, goodwill and other intangible assets, and contingencies. We base our estimates on historical experience and on various other assumptions that are believed 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 and assumptions.

Company Overview

Overview

Money4Gold Holdings, Inc. (“Money4Gold” or the “Company”) is an emerging global leader in direct-from-consumer, reverse logistics, currently specializing in the procurement and aggregation of precious metals to be recycled. We utilize consumer oriented advertising efforts to solicit individuals interested in liquidating unwanted items. Through our global platform, we facilitate an end-to-end consumer solution, from acquisition through liquidation. We have a low cost, highly scalable and flexible business model that allows us to quickly and efficiently adapt to entry into new markets, changes in economic conditions, supply and demand levels and other similar factors.

Our focus has been on providing a fast, secure and convenient service that enables the public to discretely sell their precious metals from the comfort and security of their home or office. Our relationship with Republic Metals Corporation (the “Refinery”), allows us to secure current market prices for all of the precious metals we purchase on a daily basis. We are currently exploring additional future expansion plans that include the introduction of similar reverse logistics services for products other than precious metals.

Our corporate headquarters are located at 200 East Broward Blvd., Suite 1200 in Ft. Lauderdale, Florida. Our phone number is (954) 915-1550 and our corporate website can be found at www.money4gold.com.

Corporate History and Acquisitions

We were incorporated in Delaware on November 18, 2003. On July 23, 2008, we acquired Money4Gold, Inc., an early stage precious metals company, and changed our name to Money4Gold Holdings, Inc. On May 7, 2009, we acquired MGE Enterprises Corporation, a Wyoming corporation, or MGE, operating in the United States under the names mygoldenvelope.com and sobredeoro.com. MGE brought extensive experience in creating and growing businesses that provide shareholder value in a broad array of industries, including direct response, Internet marketing and national retail distribution and sales. MGE’s ability to reach a broader number of consumers through their experience in multi-language television advertising, direct response, and retail distribution and sales greatly accelerated our growth and increased our depth of management experience.

Diversification Plans

We are exploring several alternatives to diversify our business beyond precious metals by evaluating reverse logistics services for small consumer electronics and similar related components. In connection with these plans, on May 7, 2010, we entered into a letter of intent to acquire all of the stock of Office Products Recycling Associates, Inc., or OPRA, a recycler of cell phones, smart phones, inkjet printer cartridges and toners within the business-to-business and direct-from-consumer markets.

Recent Trends

Our revenue during the third quarter 2009, the fourth quarter 2009 and the first quarter of 2010 was $6.8 million, $19.6 million, and $17.3 million, respectively. For the first quarter of 2010, we experienced a lower Media Efficiency Rate (as defined below as MER). As discussed in more detail below under the Liquidity section, we believe this is a result of seasonality, recent negative portrayal of our industry by the media, and an under-performing advertising and marketing campaign aired during the first quarter of 2010, mainly in our European markets. In response to these recent trends and developments, we are developing a replacement advertising and marketing campaign, examining our expense structure in each of our markets, and have slowed and/or temporarily suspended some projects while we re-evaluate our implementation strategy for our future plans.

Critical Accounting Policies

In response to financial reporting release FR-60, Cautionary Advice Regarding Disclosure About Critical Accounting Policies, from the SEC, we have selected our more subjective accounting estimation processes for purposes of explaining the methodology used in calculating the estimate, in addition to the inherent uncertainties pertaining to the estimate and the possible effects on the our financial condition. The accounting estimates are discussed below and involve certain assumptions that, if incorrect, could have a material adverse impact on our results of operations and financial condition. See Note 4 to our unaudited interim condensed consolidated financial statements found elsewhere in this report and Note 4 to our consolidated financial statements for the year ended December 31, 2009 as filed with the SEC for further discussion regarding our critical accounting policies and estimates.

Goodwill

Common Stock Purchase Warrants and Derivative Financial Instruments

We review any common stock purchase warrants and other freestanding derivative financial instruments at each balance sheet date and classify them on our balance sheet as:

Revenue Recognition

Precious Metals

We grade the quality of the precious metals purchased from the public and estimate the total quantity of pure gold, silver and platinum received. We then lock in the current spot rate of each metal sufficient to cover the total quantity received in the current batch with the Refinery. After a holding period of at least 10 days to allow for returns, the precious metals are delivered to the Refinery to be melted. Upon melting the precious metals, the Refinery validates the quality of pure gold, silver, and platinum and remits the net payment to us based on the quantity of each precious metal at the agreed upon spot rates, as described above. Revenue is recognized upon melting of the precious metals and the validation of the quality and quantity of each precious metal by the Refinery.

No returns are accepted from the Refinery and upon delivery of the precious metals to the refiner, we have no further obligations.

Diamonds and Other Precious Stones

Deferred Revenue

Share-Based Payment Arrangements

Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded in cost of goods sold or general and administrative expense in the unaudited interim condensed consolidated statement of operations, depending on the nature of the services provided.

Results of Operations

We currently generate revenue exclusively from the sale of precious metals, including gold, silver and platinum, and from the sale of diamonds. Our operations in each of our markets exhibit similar financial performance metrics and have similar economic characteristics. As such, we have aggregated our operations around the world into a single operating segment.

We acquired MGE on May 7, 2009 using the purchase method of accounting. As such, the results of operations for MGE are only included in our consolidated results of operations from that date onward. The pro forma results of operations as if the acquisition of MGE had occurred as of January 1, 2009 can be found in Note 6 to the unaudited interim condensed consolidated financial statements found elsewhere in this report, however the comparison of the pro forma results are not meaningfully different than the comparison of the actual results as presented below.

Results for the Three Months Ended March 31, 2010 Compared to the Three Months Ended March 31, 2009

The following table sets forth, for the periods indicated, results of operations information from our unaudited interim condensed consolidated financial statements:

	For the Three Months Ended March 31,						Change			Change
	2010			2009			(Dollars)			(Percentage)
Revenue	$	17,272,133		$	1,195,638		$	16,076,495			1,345	%
Cost of Revenue		6,335,660			549,890			5,785,770			1,052	%
Gross Profit		10,936,473			645,748			10,290,725			1,594	%
Sales and Marketing		10,723,204			872,984			9,850,220			1,128	%
General and Administrative		2,682,395			1,100,012			1,582,383			144	%
Operating Loss		(2,469,126	)		(1,327,248	)		(1,141,879	)		86	%
Interest Income (Expense), net		-			(27,284	)		27,284			(100	%)
Other Expense		(10,797	)		(1,160	)		(9,637	)		831	%
Net Loss	$	(2,479,923	)	$	(1,355,692	)	$	(1,124,231	)		83	%

Our revenue is largely dependent on the frequency and effectiveness of our direct response advertising and marketing campaigns. As such, advertising and marketing expenditures represent our most significant costs, amounting to 62% and 73% of revenue for the three months ended March 31, 2010 and 2009, respectively. We manage our advertising and marketing campaigns, and make allocation decisions, by measuring their effectiveness primarily based on projected revenue earned as compared to the cost of the advertisement, referred to as a Media Efficiency Rate, or MER. There are a variety of factors that impact the MER including:

The number of leads generated from an advertisement,

The rate at which those leads convert into actual packs submitted by members of the public (the “Sellers”), and

The average revenue generated from the packs received.

Each of these factors, and hence our MERs, vary by market and by the particular advertising method utilized within each market.

The 1,345% increase in revenue during the three months ended March 31, 2010, as compared to the same period in 2009 was driven by a 1,128% increase in the volume of advertising in 2010, as well as an increase in the overall effectiveness of those advertisements, as evidenced by the faster rate of growth in revenue as compared to advertising. The experience brought by the MGE management team enabled us to identify and capitalize on opportunities to increase our MERs in our various markets during the three months ended March 31, 2010 as compared to the same period in 2009. In addition, during 2010, we operated in several foreign markets in which we did not compete during the three months ended March 31, 2009, where less competition allows for higher MERs. In each market, we were able to increase the number of leads generated by a single advertisement and/or increase the conversion rate of the leads into packs received back from Sellers either through better time slot placement or via more effective advertising content. As discussed in more detail below in the Liquidity section, although MERs during the three months ended March 31 were higher in 2010 than in 2009, it was lower than in the fourth quarter of 2009. Also contributing to the higher revenue was the increase in the value of an ounce of gold which has increased our revenue per ounce of gold received.

Direct advertising and marketing costs are expensed as incurred, but generally result in revenue being generated over the eight to twelve week period following the airing of the advertisement. As a result, advertising and marketing investments made during the latter part of a financial period tend to have a disproportionately negative impact on profitability within that period and a disproportionately favorable impact on profitability in future periods. This impact is generally difficult to measure as the future revenue is generated over extended periods of time and is contingent upon a variety of factors, including factors beyond our control.

Cost of revenue increased to $6,335,660 during the three months ended March 31, 2010, as compared to $549,890 during the same period in 2009. A significant portion of this increase is proportional to the increase in our revenue. We generally pay the Sellers a percentage of the market value of the gold we purchase from them. Therefore a portion of our cost of revenue is directly correlated to our revenue, both on a volume and per unit basis. The other components of our cost of revenue, such as the direct costs and expenses required to ship, secure, grade, log and process the metals and stones internally are not directly correlated to the price of gold and other precious metals. As a result, although these costs have increased, our gross margin on a percentage basis is higher for the three months ended March 31, 2010 as compared to the same period in 2009 due to the increase in the value of an ounce of gold and other precious metals.

General and administrative expenses include professional fees for technology development, legal and accounting services as well as consulting and internal personnel costs for our back office support functions. General and administrative expenses increased to $2,682,395 during the three months ended March 31, 2010, as compared to $1,100,012 during the same period of 2009. The increase is primarily a result of investments in our infrastructure to support our expansion into new markets including initial development of a new technology platform and the addition of several staff and multiple consulting projects aimed at properly managing the growth and expansion into new product offerings and new geographic markets. As discussed below under the Liquidity section, based on recent trends and developments, we are examining our expense structure in each of our markets and have slowed and/or temporarily suspended some projects while we re-evaluate our implementation strategy for our future plans. In addition, in 2010 we incurred depreciation expense on the assets acquired to support the infrastructure investments.

Interest expense, net of interest income, of $27,284 during the three months ended March 31, 2009 was primarily attributable to interest on our advances from the Refinery and interest pertaining to the convertible note payable obtained on March 4, 2009.

Liquidity and Capital Resources

During the three months ended March 31, 2010, we incurred a net loss of $2,479,923 (including $889,764 of non-cash charges) and generated $194,377 from our operations primarily as a result of an increase in our accounts payable of $1,098,295 and a decrease in our accounts receivable of $610,323. As of March 31, 2010, we had a $9,751,996 accumulated deficit and working capital deficit of $2,118,724.

During the three months ended March 31, 2010, our investing activities used net cash of $159,476, to purchase fixed assets.

As discussed above, we utilize direct response advertising and marketing campaigns, including television, radio, print and Internet to solicit precious metals including gold, silver and platinum as well as diamonds from the public. These advertising and marketing campaigns are our most significant use of cash from operations. Payment policies for these campaigns vary by country and range from standard 30 day payment terms to prepayments of up to one-month prior to the advertisement running. Once the advertisements run, we receive requests for mail order kits from potential Sellers, which they fill with the items they wish to sell and send the kit to our processing facility. After payment to the Sellers and holding the precious metals for a minimum period of time, we aggregate the precious metals received at our local processing facilities and prepare them for sale to the Refinery. The Refinery advances us 80% of the estimated value of the precious metals received each week, at an interest rate of 8% per annum. Upon physical receipt of the precious metals, up to three weeks later, the Refinery evaluates them to ascertain the final definitive value. At that point, we settle with the Refinery and they send us the additional amounts due.

Mail order kits are generally received back from the Sellers over an eight to twelve week period following the date of the advertisement. As such, we generally realize the cash benefits resulting from our advertisements in the two to fourteen weeks following the date on which an advertisement runs.

Our international operations were initiated by launching direct response advertising and marketing campaigns in Canada in late 2008 and then in the United Kingdom in early 2009. During 2009 we have experienced rapid growth in these markets and, as a result, increased our advertising and marketing levels in those countries and continued expanding by commencing operations in several other European countries during the second half of 2009 and the first quarter of 2010.

Our consolidated revenue for the third and fourth quarter of 2009 of $6.8 million and $19.6 million, respectively, increased dramatically over the respective prior quarters and the fourth quarter of 2009 was profitable. Our revenue during the first quarter of 2010 however, declined to $17.3 million and we incurred a net loss of $2,479,923. Because of our limited size in the fourth quarter of 2008 and our rapid growth during 2009, we do not have sufficient comparable history to determine the level of seasonality of our business. We believe that the first quarter 2010 revenue was lower than fourth quarter 2009, in part as a result of the holiday season in December 2009, during which time our advertising and marketing campaigns appear to be less effective. Compounding the seasonal effects mentioned above however, we believe that negative representation of our industry by multiple media agencies in several of the markets in which we operate resulted in pressure on our MER. These negative portrayals may have reduced the confidence the general public had in our industry in general. Lastly, we periodically revise and update our advertising and marketing campaigns to replace certain aging commercials and keep our campaigns fresh. During the first quarter of 2010, we aired several new commercials, mainly in our European markets. These advertisements were substantially less effective than campaigns we had run previously, and we quickly reverted back to our prior campaigns. We are currently developing new advertisements to replace the aging campaigns presently on the air. This process requires time to create a concept and bring it through production however, and there can be no assurance that when these new advertisements are completed and aired, that they will be successful.

As a result of the lower MER, we expect that our revenue will be lower in the second quarter of 2010 as compared to the first quarter of 2010, and possibly beyond. We have re-evaluated our advertising and marketing campaigns in each of our markets and have scaled back our spending levels to focus on the markets and campaigns that continue to generate MER levels above certain minimum targets. To minimize the impact of lower revenue on profitability and cash flows, we are examining our expense structure in each of our markets and have slowed and/or temporarily suspended some projects while we re-evaluate our implementation strategy for our future plans. Specifically, we are deferring all or part of our executive salaries, assessing staffing levels based on current volume, reviewing contracts with minimum thresholds pertaining to existing services to ensure we are utilizing these services in an optimal fashion, and reassessing timing of our expansion plans.

Our future expansion plans include the introduction of similar reverse logistics services for products other than precious metals as a means of diversifying our operations and minimizing the risks of having only one service offering. In connection with our future expansion plans, on May 7, 2010, we entered into a letter of intent to acquire all of the stock of OPRA, a recycler of cell phones, smart phones, inkjet printer cartridges and toners within the business-to-business and direct-from-consumer markets. To complete the acquisition of OPRA, we will need to raise additional cash and/or issue additional shares of our stock which will be dilutive towards existing shareholders.

There can be no assurance that we can improve our MER or that we will continue to be successful with the execution of the first stages of our business plan, nor can there be assurance that continued implementation of our existing plans will generate profitability and positive cash flows in the future. In addition, our expansion plans into similar reverse logistics services for products other than precious metals could require substantial amounts of capital beyond our current capabilities.

On March 31, 2010, we closed on a private placement transaction (the “March 2010 PP”) whereby we sold 5,758,337 shares of our common stock at $0.20 per share. Gross proceeds from the sale amounted to $1,151,667, of which $1,001,667 was received and was being held in escrow as of March 31, 2010 and the remaining $150,000 was received during the first week of April 2010. At March 31, 2010, we have recorded $1,001,667 as subscriptions receivable on our unaudited condensed consolidated balance sheet representing the sale of 5,008,335 shares of our common stock. $1,151,667 was released to us from escrow in April 2010. The funds will be used for working capital. There were no material offering costs associated with this transaction.

Included in March 2010 PP was an investment of $50,000 by Doug Feirstein, our Chief Executive Officer and an investment of $25,000 from Michael Moran, our Vice President of Corporate Development. In addition, as part of this offering, Todd Oretsky, our former Chief Operating Officer, sold a number of shares equal to the number of shares sold by us at $0.10 per share.

We do not yet have a sustained history of financial stability. Historically our principal source of liquidity has been the issuances of debt and equity securities, including preferred stock, common stock and various debt financing transactions. We believe that the higher level of revenue attained during the third and fourth quarters of 2009 and the first quarter of 2010 is a result of the successful implementation of the first stages of our business plan and that, if we can improve our returns on our media investments, control our costs accordingly, and raise sufficient capital to successfully acquire, integrate, and grow OPRA, continued implementation will generate steadily improving results and cash flows in the future. In addition, we are currently attempting to raise additional funds through the issuance of debt and/or equity securities.

There can be no assurance that the plans and actions proposed by management will be successful, that we will continue to generate revenue from advertisements that have already aired, or that unforeseen circumstances will not require us to seek additional funding sources in the future or effectuate plans to conserve liquidity. In addition, there can be no assurance that our efforts to raise additional funds through the issuance of debt and/or equity securities will be successful or that in the event additional sources of funds are needed to continue operations, that they will be available on acceptable terms, if at all.

Related Party Transactions

Refinery

On June 1, 2008, we entered into an agreement with Refinery, whereby we agreed to sell all of our precious metals in the United States exclusively to the Refinery and the Refinery agreed to refrain from entering into a relationship with any third party that is similar to our relationship with them. The agreement is for an initial term of five years. As consideration for this agreement, the Refinery received 10,000,000 fully vested shares of our common stock valued at $1,230,000. Of this amount, we ascribed $938,135 to prepaid refining services, which is being amortized into cost of revenue on a straight line basis over the term of the agreement, and we ascribed $291,865 to an intangible asset, representing the value of the non-compete agreement, which is being amortized into cost of revenue on a straight line basis over the term of the agreement. In addition, we lease space for our United States processing center on a month-to-month basis from the Refinery. An officer of the Refinery is a member of our Board of Directors.

Marketing Services

We purchase online marketing and lead generation services from a company in which our President is a 50% shareholder. Our pricing is calculated at a 10% markup to their cost, capped at $1.50 per lead. This markup is exclusively for the unrelated 50% shareholders. Our President does not share in any profits earned by this vendor for services rendered to us.

New Accounting Pronouncements

See Note 4 to our unaudited interim condensed consolidated financial statements included in this report for a discussion of recent accounting pronouncements.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including our future expansion plans, profitability and liquidity, anticipated capital expenditures, cash expected to be received from advertisements that have already run, our expectations regarding revenue, our belief regarding decreased revenues, our belief regarding having sufficient cash and our belief regarding working capital. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the impact of competition, the future prices of gold and other precious metals, future economic conditions, the condition of the global credit and capital markets, our ability to sell additional debt and/or equity securities, and the completion and integration of the OPRA acquisition.

Further information on our risk factors is contained in our filings with the SEC, including our Form 10-K for the year ended December 31, 2009. Any forward-looking statement made by us in this report speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

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

Evaluation of Disclosure Controls and Procedures

Our management carried out an evaluation with the participation of our Chief Executive Officer and Chief Financial Officer, required by Rule 13a-15 of the Securities Exchange Act of 1934 (the “Exchange Act”) of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act.

Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified SEC rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act 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.

Item 1A.

Risk Factors.

Not applicable to smaller reporting companies.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

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 (the "Act"), as described below.

Name or Class of Investor	Date Sold	No. of Securities	Consideration

Series A Holder(1)	January 25, 2010	3,000,000 shares of common stock	Conversion of Series A Preferred Stock
Finder(2)	March 5, 2010	800,000 warrants exercisable at $0.50 per share	Finder’s Fee
Consultant(2)	March 5, 2010	120,000 shares of common stock	Consulting services
Investor relations(2)	March 5, 2010	250,000 shares of common stock	Settlement for cancelling agreement
Consultant(2)	March 5, 2010	50,000 shares of common stock	Consultant services
Recruiter(2)	March 5, 2010	48,750 shares of common stock	Recruiting services
Consultant(2)	March 5, 2010	28,150 shares of common stock	Consulting services
Investors(2)	March 31, 2010	5,758,337 shares of common stock	Purchased the shares in a private placement at $0.20 per share

(1) Exemption under Section 3(a)(9) of the Act.

(2) Exemption under Section 4(2) of the Act.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

(Removed and Reserved).

Item 5.

Other Information.

None.

Item 6.

Exhibits.

Exhibit		Incorporated by Reference			Filed or Furnished
No.	Exhibit Description	Form	Date	Number	Herewith

2.1	Share Exchange Agreement dated July 23, 2008 **	8-K	7/29/08	2.1
2.2	Share Exchange Agreement dated May 5, 2009 **	10-Q	8/19/09	2.2
3.1	Certificate of Incorporation	10-QSB	6/7/06	3.I
3.2	Certificate of Amendment – Increase in Capital	10-QSB	6/7/06	3.1
3.3	Certificate of Amendment – Effective Profitable Software	10-QSB	6/7/06	3.1
3.4	Certificate of Amendment – Money4Gold Holdings, Inc.	8-K	7/29/08	3.1
3.5	Certificate of Amendment – Increase in Capital	10-K	3/31/10	3.5
3.6	Certificate of Correction	10-Q	11/19/08	3.2
3.7	Certificate of Amendment – Increase in Capital	10-Q	8/19/09	3.3
3.8	Amended and Restated Bylaws	10-Q	5/20/09	3.3
10.1	2008 Equity Incentive Plan*	10-Q	5/20/09	4.1
10.2	Amendment to the 2008 Equity Incentive Plan *				Filed
10.3	Form of Stock Purchase Agreement – 2010 Private Placement				Filed
10.4	Form of Registration Rights Agreement – 2010 Private Placement				Filed
10.5	Oretsky Severance, Consulting and Release Agreement *	10-K	3/31/10	10.14
31.1	Certification of Principal Executive Officer (Section 302)				Filed
31.2	Certification of Principal Financial Officer (Section 302)				Filed
32.1	Certification of Principal Executive Officer and Principal Financial Officer (Section 906)				Furnished

* Management compensatory plan or arrangement

**The confidential disclosure schedules are not filed in accordance with SEC Staff policy, but will be provided to the Staff upon request. Certain material agreements contain representations and warranties, which are qualified by the following factors:

(i)	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;
(ii)	the agreement may have different standards of materiality than standards of materiality under applicable securities laws;
(iii)	the representations are qualified by a confidential disclosure schedule that contains nonpublic information that is not material under applicable securities laws;
(iv)	facts may have changed since the date of the agreements; and
(v)	only parties to the agreements and specified third-party beneficiaries have a right to enforce the agreements.

Notwithstanding the above, any information contained in a schedule that would cause a reasonable investor (or that a reasonable investor would consider important in making a decision) to buy or sell our common stock has been included. We have been further advised by our counsel that in all instances the standard of materiality under the federal securities laws will determine whether or not information has been omitted; in other words, any information that is not material under the federal securities laws may be omitted. Furthermore, information which may have a different standard of materiality will nonetheless be disclosed if material under the federal securities laws.

Copies of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to Money4Gold Holdings, Inc., 200 E. Broward Boulevard, Suite 1200, Fort Lauderdale, Florida 33301 Attention: Mr. Daniel Brauser.

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


May 14, 2010		/s/ Douglas Feirstein
		Douglas Feirstein
		Chief Executive Officer (Principal Executive Officer)


May 14, 2010		/s/ Daniel Brauser
		Daniel Brauser
		Chief Financial Officer (Principal Financial Officer)

usell.com, Inc. - FORM 10-Q - May 14, 2010

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