f8k072308_ea3money4gold.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
FORM
8-K
_____________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 23,
2008
______________
MONEY4GOLD
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
______________
Delaware
|
000-50494
|
98-0412432
|
(State
or Other Jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
of
Incorporation)
|
File
Number)
|
Identification
No.)
|
(Address
of Principal Executive Office) (Zip Code)
(561)
544-2447
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into Material Definitive Agreement
On September 12,
2008, Money4Gold Holdings, Inc. (the “Company”) closed its private placement and
received gross proceeds of $2,400,000. As a result, the Company
issued 8,000,000 shares of common stock and 8,000,000 three-year warrants
exercisable at $0.50 per share.
Item
3.02. Unregistered Sales of Equity Securities.
We have sold
securities without registration under the Securities Act of 1933 in reliance
upon the exemption provided in Section 4(2) and Rule 506 thereunder as
described below.
Name
or Class of Investor
|
Date
of Sale
|
No. of
Securities
|
Reason
for Issuance
|
Investors
|
July
23, 2008 through August 21, 2008
|
8,000,000
shares of common stock and 8,000,000 three-year warrants exercisable at
$0.50 per share
|
Investment
in Private Placement.
|
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, hereunto
duly authorized.
|
MONEY4GOLD
HOLDINGS, INC.
|
|
|
|
|
|
|
|
By:
|
/s/
Daniel Brauser
|
|
|
Daniel
Brauser
President
|
|
|
Date: September
16, 2008