SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

SCHEDULE 13D

———————

Under the Securities Exchange Act of 1934

(Amendment No. )¹

Money4Gold Holdings, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

 (Title of Class of Securities)

60936N102

(CUSIP Number)

Daniel Brauser

595 S. Federal Highway

Suite 600

Boca Raton, FL 33432

 (561) 544-2447

Hakan Koyuncu

595 S. Federal Highway

Suite 600

Boca Raton, FL 33432

(561) 544-2447

Todd Oretsky

595 S. Federal Highway

Suite 600

Boca Raton, FL 33432

(561) 544-2447

Douglas Feirstein

595 S. Federal Highway

Suite 600

Boca Raton, FL 33432

 (561) 544-2447

With copies to:

Harris Cramer LLP

1555 Palm Beach Lakes Blvd., Suite 310

West Palm Beach, FL 33401

Attention: Michael D. Harris, Esq.

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 7, 2009

 (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

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¹

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.  60936N102 13D Page 1 of 8 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Daniel Brauser
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   [X] (b)   [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)      [   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF		7	SOLE VOTING POWER 9,300,001
SHARES BENEFICIALLY OWNED BY		8	SHARED VOTING POWER
EACH REPORTING PERSON		9	SOLE DISPOSITIVE POWER 9,300,001
WITH		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,711,708
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.0%(1)
14	TYPE OF REPORTING PERSON IN

———————

(1)

   Based upon 155,911,130 shares of Common Stock outstanding as of May 15, 2009.

CUSIP No.  60936N102 13D Page 2 of 8 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Hakan Koyuncu
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   [X] (b)   [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)      [   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Turkey
NUMBER OF		7	SOLE VOTING POWER 14,800,001
SHARES BENEFICIALLY OWNED BY		8	SHARED VOTING POWER
EACH REPORTING PERSON		9	SOLE DISPOSITIVE POWER 14,800,001
WITH		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,711,708
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.0%(1)
14	TYPE OF REPORTING PERSON IN

———————

(1)

   Based upon 155,911,130 shares of Common Stock outstanding as of May 15, 2009.

CUSIP No.  60936N102 13D Page 3 of 8 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Todd Oretsky
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   [X] (b)   [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)      [   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF		7	SOLE VOTING POWER 21,537,037(1)
SHARES BENEFICIALLY OWNED BY		8	SHARED VOTING POWER
EACH REPORTING PERSON		9	SOLE DISPOSITIVE POWER 21,537,037(1)
WITH		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,711,708
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.0%(2)
14	TYPE OF REPORTING PERSON* IN

———————

(1)

   These shares are held by Jack Oretsky Holdings, LLC, a limited liability company by which Mr. Oretsky is the sole manager.  

(2)

   Based upon 155,911,130 shares of Common Stock outstanding as of May 15, 2009.

CUSIP No.  60936N102 13D Page 4 of 8 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Douglas Feirstein
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   [X] (b)   [  ]
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)      [   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF		7	SOLE VOTING POWER 26,074,669
SHARES BENEFICIALLY OWNED BY		8	SHARED VOTING POWER
EACH REPORTING PERSON		9	SOLE DISPOSITIVE POWER 26,074,669
WITH		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,711,708
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.0%(1)
14	TYPE OF REPORTING PERSON* IN

(1)

   Based upon 155,911,130 shares of Common Stock outstanding as of May 15, 2009.

CUSIP No.  60936N102 13D Page 5 of 8 Pages

Item 1.

Security and Issuer

This Schedule 13D relates to the common stock, $0.0001 par value of Money4Gold Holdings, Inc. (the “Company”). The principal address of the Company is 595 S. Federal Highway, Suite 600, Boca Raton, Florida 33432.   

Item 2.

Identity and Background

a.

Daniel Brauser

b.

595 S. Federal Highway, Suite 600, Boca Raton, FL 33432

c.

Chief Financial Officer of the Company

d.

The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) within the last five years.

e.

The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws within the past five years.

f.

The Reporting Person is a United States citizen.

a.

Hakan Koyuncu

b.

595 S. Federal Highway, Suite 600, Boca Raton, FL 33432

c.

President of the Company

d.

The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) within the last five years.

e.

The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws within the past five years.

f.

The Reporting Person is a Turkish citizen.

a.

Todd Oretsky

b.

595 S. Federal Highway, Suite 600, Boca Raton, FL 33432

c.

Chief Operating Officer of the Company

d.

The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) within the last five years.

e.

The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws within the past five years.

f.

The Reporting Person is a United States citizen.

a.

Douglas Feirstein

b.

595 S. Federal Highway, Suite 600, Boca Raton, FL 33432

c.

Chief Executive Officer of the Company

d.

The Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) within the last five years.

e.

The Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws within the past five years.

f.

The Reporting Person is a United States citizen.

CUSIP No.  60936N102 13D Page 6 of 8 Pages

Item 3.

Source or Amount of Funds or Other Consideration.

As more fully described in Item 4 below, the Company, MGE Enterprises Corporation (“MGE”) and MGE’s shareholders entered into a share exchange agreement (the “Share Exchange Agreement”).  Under the Share Exchange Agreement, Messrs. Oretsky and Feirstein, two principal shareholders of MGE, acquired 21,537,037 and 26,074,669 shares of the Company’s common stock, respectively.  Messrs. Brauser and Koyuncu acquired their shares as founders of the Company.  This Schedule 13D is being filed to report a stockholders agreement whereby the Reporting Persons agreed to vote together on certain matters referred to in Item 4 (the “Stockholders Agreement”).  Each Reporting Person expressly disclaims any beneficial ownership in the common stock of the Company owned by the others, and the reporting of joint beneficial ownership shall not be deemed to be an admission that he beneficially owns the common stock owned by the othe r Reporting Persons.

Item 4.

Purpose of the Transaction.

With the closing of the Share Exchange Agreement on May 7, 2009, Messrs. Feirstein and Oretsky were appointed to the Board of Directors and as Chief Executive Officer and Chief Operating Officer of the Company, respectively.  As part of the Share Exchange Agreement, the Reporting Persons entered into a Stockholders Agreement agreeing to vote all of their shares of common stock either in favor of (or provide a written consent to) or against any action in question as determined by the majority of the Reporting Persons who at the time of the vote still own 20,000 shares.  The initial Board of Directors consists of an equal number of directors nominated by Messrs. Feirstein and Oretsky on one hand and by Messrs. Brauser and Koyuncu on the other hand (a “Designee”) and two directors considered to be independent.  At each annual meeting of stockholders of the Company, each Reporting Person shall vote all shares of common stock beneficially owned by h im as to nominate and elect the Designees.   In the event of a vacancy on the Board of Directors of a Designee, each of the Reporting Persons agreed to vote their shares to nominate and elect a successor designated by the Reporting Persons whose Designee is no longer on the Board.  There is currently one vacancy on the Board of Directors which may be filled by a Designee of Messrs. Feirstein and Oretsky.    

The above is a summary of the Stockholders Agreement.  Investors should review the entire Stockholders Agreement, a copy of which is filed as Exhibit 1 to this Schedule 13D and incorporated in this Schedule 13D by reference.  

Item 5.

Interest in Securities of the Issuer.

(a)  Daniel Brauser owns 9,300,001 shares of the Company’s common stock.  This amounts to approximately 6.0% of the outstanding shares as of May 15, 2009.  Hakan Koyuncu owns 14,800,001 shares of the Company’s common stock.  This amounts to approximately 9.5% of the outstanding shares as of May 15, 2009.  Todd Oretsky owns 21,537,037 shares of the Company’s common stock.  This amounts to approximately 13.8% of the outstanding shares as of May 15, 2009.  Mr. Oretsky’s shares are held by the Jack Oretsky Holdings, LLC, of which Mr. Oretsky is the sole manager.  Douglas Feirstein owns 26,074,669 shares of the Company’s common stock.  This amounts to approximately 16.7% of the outstanding shares as of May 15, 2009.

(b)  Each of the Reporting Persons has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition of all shares owned by the Reporting Person.  

(c)  Except as described in this Schedule 13D, the Reporting Persons did not engage in any transactions in shares of the Company’s common stock during the past 60 days.  

(d)  Not Applicable.  

(e)  Not Applicable.

CUSIP No.  60936N102 13D Page 7 of 8 Pages

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Except as set forth below, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Person, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Pursuant to the Stockholders Agreement, in the event the Company enters into a financing agreement and the broker-dealer or an investor requests that the officers of the Company enter into a lock-up or similar type of agreement which restricts the sale or transfer by the officers of the Company, the Reporting Persons agreed to sign such agreement.

If any Reporting Person wishes to sell any of their shares of common stock, the Reporting Person must give at least 20 days’ prior notice of the proposed sale, stating the number of shares and the identity of the purchaser, to the Company and the other Reporting Persons.  The other Reporting Persons may elect to participate in the sale by delivering written notice to the selling Reporting Person within 10 days after receipt of the proposed sale.  

Six months after the date of the Stockholders Agreement, the Reporting Persons may publicly sell 20,000 shares of common stock each quarter.  

Item 7.

Material to be filed as Exhibits.

Exhibit 1.

Stockholders Agreement

CUSIP No.  60936N102 13D Page 8 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 18, 2009

By:	/s/ DANIEL BRAUSER
	/s/  HAKAN KOYUNCU
	/s/  TODD ORETSKY
	/s/  DOUGLAS FEIRSTEIN

Attention.  Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

EX-1

Exhibit 1

STOCKHOLDERS AGREEMENT

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

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

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

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

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

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

ARTICLE I

TRANSFER OF SHARES

1.0

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

(a)

If any Other Stockholders elect to participate in such Proposed Sale (each a “Participating Stockholder”), the Selling Stockholder and each Participating Stockholder shall be entitled to sell in the Proposed Sale, at the same price and on the same terms, an equal  

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

(b)

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

(c)

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

(d)

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

1.1.

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

ARTICLE II

RESTRICTIONS ON VOTING

2.0

In connection with any annual or special meeting of stockholders or any action by written consent in lieu of a stockholders meeting, the Stockholders agree to vote all of their shares of Common Stock either in favor of (or provide a written consent to) or against the action in question, as determined by the decision of a majority of the Stockholders who still own at least 20,000 shares of Common Stock. In the event of any stock dividend, stock split, combination or exchange of shares, reclassification or recapitalization of the Company’s Common Stock, or

2

reorganization of the Company, the aggregate number and class of shares shall be adjusted to account for the foregoing event.

ARTICLE III

BOARD OF DIRECTORS

3.0

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

3.1

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

3.2

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

3.4

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

ARTICLE IV

REGISTRATION RIGHTS

4.0

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

3

ARTICLE V

LOCK-UP

5.0

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

ARTICLE VI

GENERAL PROVISIONS

6.0

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

If to Money:

Money4Gold Holdings, Inc.

595 S. Federal Highway, Suite 600

Boca Raton, FL 33432

       Attention:  Mr. Daniel Brauser

       Facsimile:  (954) 208-9862

If to Brauser:

Mr. Daniel Brauser

595 S. Federal Highway, Suite 600

Boca Raton, FL 33432

Facsimile:  (954) 208-9862

If to Koyuncu:

Mr. Hakan Koyuncu

595 S. Federal Highway, Suite 600

Boca Raton, FL 33432

Facsimile:  (954) 208-9862

If to Oretsky:

Mr. Todd Oretsky

330 SW 2^nd Street, Suite 209

Fort Lauderdale, FL 33312

Facsimile: (954) 527-8750

If to Feirstein:

Mr. Douglas Feirstein

330 SW 2^nd Street, Suite 209

Fort Lauderdale, FL 33312

Facsimile: (954) 527-8750

4

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

6.1  

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

6.2  

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

6.3  

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

6.4  

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

6.5  

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

6.6

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

6.7  

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

6.8  

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

6.9

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

5

6.10

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

[Signature Page to Follow]

6

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

Money4Gold Holdings, Inc.
By:	/s/ DANIEL BRAUSER
	Daniel Brauser, President
/s/ DANIEL BRAUSER
Daniel Brauser
/s/ HAKAN KOYUNCU
Hakan Koyuncu
/s/ TODD ORETSKY
Todd Oretsky
/s/ DOUGLAS FEIRSTEIN
Douglas Feirstein

7