UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)


þ		Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2008.


o		Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number: 333-138869

BIOGOLD FUELS CORPORATION

(Name of Issuer in Its Charter)


Nevada (State of Incorporation)		20-5609647 (IRS Employer Identification No.)

1800 Century Park East, Suite 600 Los Angeles, California (Address of Principal Executive Offices)		90067 (Zip Code)

(310) 556-0025
(Issuer’s Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:


Title Of Each Class		Name Of Each Exchange On Which Registered

None		None

Securities registered under Section 12(g) of the Exchange Act:


Title Of Each Class		Name Of Each Exchange On Which Registered

Common Stock, par value $0.001 per share		Over-The-Counter Bulletin Board

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 o

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	Smaller reporting company þ
		(Do not check if a smaller reporting company)

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

State the number of shares outstanding of each of the issuer’s class of common equity, as of the latest practicable date: As of September 30, 2008, there were 79,132,002 shares of the Company’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

No documents are incorporated by reference.

Transitional Small Business Disclosure Format (Check one): Yes o No þ

BIOGOLD FUELS CORPORATION
INDEX TO QUARTERLY REPORT ON FORM 10-Q
For the quarterly period ended September 30, 2008


	Page
Cautionary Note Regarding Forward-Looking Statements	ii

PART I

Item 1. Financial Statements		F-1

Item 2. Management’s Discussion and Analysis or Plan of Operation		1

Item 3. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		3

Item 3A(T). Controls and Procedures		4

PART II

Item 1. Legal Proceedings		6

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		6

Item 3. Defaults Upon Senior Securities		7

Item 4. Submission of Matters to a Vote of Security Holders		7

Item 5. Other Information		7

Item 6. Exhibits		8

Signatures		10

Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

•

our ability to identify, develop or obtain, and introduce new projects, products, and services;

•

our ability to successfully implement our plans for the building and operation of waste processing plants;

•

increased competitive pressures from existing competitors and new entrants;

•

adverse state or federal legislation or regulation that increases the costs of obtaining or keeping necessary permitting, or adverse findings by a regulator with respect to existing operations;

•

our ability to obtain required regulatory approvals to build and operate waste processing facilities;

•

our ability to execute our development plan on time and on budget;

•

fluctuations in general economic conditions;

•

the loss of customers or sales weakness;

•

our inability to achieve future sales levels or other operating results;

•

the unavailability of funds for capital expenditures; and

•

the risk of general or premises liability claims at waste processing facilities.

Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “desire,” “goal,” “should,” “objective,” “seek,” “plan,” “strive” or “anticipate,” as well as variations of such words or similar expressions, or the negatives of these words. These forward-looking statements present our estimates and assumptions only as of the date of this Quarterly Report on Form 10-Q (this “Form 10-Q”). Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.

We caution readers not to place undue reliance on any such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes will likely vary materially from those indicated. For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please refer to the section entitled “Risk Factors.”

RISK FACTORS

Risks Related To Our Business

WE HAVE A LIMITED OPERATING HISTORY AND OUR FINANCIAL RESULTS ARE UNCERTAIN.

We are an early stage development company with no revenue to date. We are subject to the entire risks attendant to any early stage company. We are a renewable fuels company focused on the development and commercialization of all types of renewable energy both liquid and gas. We can give no assurance that our plans and our strategies to position ourselves for long-term growth by leveraging our proprietary licensed technologies in the development and construction of waste processing plants and sales of resulting renewable fuels can or will be successful, or that we will be able to attain significant sales or achieve or maintain, profitability. There can be no assurance that we can be or will be profitable in the immediate future.

We have a limited history and face many of the risks inherent to a new business. As a result of our limited operating history, it is difficult to accurately forecast our potential revenue. Our revenue and income potential is unproven and our business model is still emerging. Therefore, there can be no assurance that we will provide a return on investment in the future. An investor in our Company must consider the challenges, risks and uncertainties frequently encountered in the establishment of new technologies and products in emerging markets and evolving industries. These challenges include our ability to:

	•		execute our business model;

	•		create brand recognition;

	•		manage growth in our operations;

	•		create a customer base in a cost-effective manner;

	•		retain customers;

	•		access additional capital when required; and

	•		attract and retain key personnel.

There can be no assurance that our business model will be successful or that it will successfully address these and other challenges, risks and uncertainties.

WE MAY NEED ADDITIONAL FUNDING IN THE FUTURE, AND IF WE ARE UNABLE TO RAISE CAPITAL WHEN NEEDED, WE MAY BE FORCED TO DELAY, REDUCE OR ELIMINATE OUR PRODUCT DEVELOPMENT PROGRAMS OR COMMERCIAL EFFORTS.

Designing, constructing and operating waste processing facilities and seeking approvals for such facilities from regulatory authorities, establishing manufacturing capabilities and marketing our services is costly. We may need to raise substantial additional capital in the future in order to execute our business plan and fund the construction and operation of waste processing facilities.

We may need to finance future cash needs through public or private equity offerings, debt financings or strategic collaboration and licensing arrangements. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience additional dilution, and debt financing, if available, may involve restrictive covenants. If we raise additional funds through collaboration and licensing arrangements, it may be necessary to relinquish some rights to our products, technologies or our development projects or to grant licenses on terms that are not favorable to us. We cannot be certain that additional funding will be available on acceptable terms, or at all. If adequate funds are not available from the foregoing sources, we may consider additional strategic financing options, including sales of assets, or we may be required to delay, reduce the scope of, or eliminate one or more of our research or development programs or curtail some of our commercialization efforts of our operations. We may seek to access the public or private equity markets whenever conditions are favorable, even if we do not have an immediate need for additional capital.

iii

OUR INDEPENDENT AUDITOR’S REPORT CONTAINS A GOING CONCERN QUALIFICATION WHICH MEANS THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

Our independent registered public accounting firm has concluded that the Company’s recurring losses from operations and working capital deficiency raises substantial doubt about our ability to continue as a going concern. Additionally, we have incurred significant operating and net losses and have been unable to meet our cash flow needs with internally generated funds. Our cash requirements (primarily working capital requirements and cash for engineering, design, and construction of waste processing facilities) have been satisfied through borrowings and the issuance of securities in a number of private placements. At September 30, 2008, we had cash and cash equivalents on hand of $94,508, trading securities valued at $335, prepaid insurance and expenses of $61,733, and a negative working capital position of $416,583. On a going forward basis, our primary business strategy is to continue to market our waste processing plants which includes the design, engineering, and construction of these plants; however, each facility will require substantial financing to pursue any specific project. We have successfully raised capital in the form of the issuance of promissory notes and the sale of securities, the proceeds of which were used for working capital. We may need to continue to raise additional equity or debt financing to adequately fund our strategies and to satisfy our ongoing working capital requirements. If we are unable to obtain such financing in a timely manner, we could be forced to curtail or cease operations. Even if we are able to pursue these strategies, there can be no assurances that we will ever attain profitability. The financial statements included herein do not include any adjustments that might result from the outcome of this uncertainty.

THE LACK OF FEEDSTOCKS INCLUDING MUNICIPAL SOLID WASTE (“MSW”) COULD HINDER OUR ABILITY TO OPERATE SUCCESSFULLY.

Our focus is implementing conversion technologies and methodologies to convert Municipal Solid Wastes (and other potential wastes including waste oils, waste plastics, waste wood, automobile shredder residue (ASR) and agricultural wastes), into fuel grade diesel or electric energy. Failure to develop a substantial incoming feedstock of waste for this diesel production facility would have a material adverse effect on our business.

WE DEPEND ON RELATIONSHIPS WITH OUR LICENSORS, AND EQUIPMENT MANUFACTURERS.

Substantially all of the sales of our fuels, electricity, and tip fees will be derived and dependent upon licensing agreements, with our joint venture partners and our autoclave and other technology licensors. Under these agreements, our primary product is the commercial production of synthetic diesel fuel, ethanol, and energy from MSW. A substantial portion of our net income will result from the fuel and energy sales. Some of these licenses are dependent upon obtaining funding for our processing plants. Our success therefore will be dependent on the quality and efforts of these fund raisings, joint venture partner efforts and their technologies along with networking of fuel and energy sales companies or public entities.

OUR “AUTOCLAVE” AND DIESEL CONVERSION SYSTEMS CAN BE COSTLY AND REQUIRE ADDITIONAL RESEARCH, AND DEVELOPMENT ACTIVITIES, WHICH MAY NOT YIELD SUCCESSFUL OPERATIONS.

Our future business success will depend on our ability to successfully develop and construct the envisioned waste to energy facilities, and obtain necessary regulatory approvals to effectuate the same. Development of this facility and its commensurate processes requires substantial technical, financial and human resources even if the facility is not successfully completed. There are many risks and uncertainties inherent in this process. We may not be able to execute development in a timely manner and may not be able to fully fund technological implementation programs necessary to complete development. Delays or unanticipated increases in costs of development at any stage of development, or failure to solve a technical challenge, could adversely affect our operating results. In addition, there can be no assurance that any particular system will perform in the same manner when used in another location and therefore these systems may not prove to be as useful or valuable as originally thought. Substantial funding and other resources may be required to continue the development of our multi-fuel processing facilities.

WE DEPEND ON EXPERIENCED SENIOR MANAGEMENT AND HIGHLY SKILLED EMPLOYEES, AND HAVE A NEED FOR ADDITIONAL PERSONNEL.

Our future performance depends in significant part upon the continued service of our key officers and employees, in particular, Steve Racoosin President and Chief Executive Officer and Chris Barsness, Chief Financial Officer. Our success also depends on our ability to identify, hire, train, retain and motivate highly skilled technical, financial and development managerial personnel. We intend to hire several such personnel in the future. Competition for such personnel is intense and there can be no assurance that we will successfully attract, assimilate or retain a sufficient number of qualified personnel. The failure to retain and attract the necessary technical, financial and development managerial personnel could have a material adverse impact on our business, financial condition and operations.

WE FACE COMPETITION FROM A NUMBER OF RENEWABLE FUELS COMPANIES.

Many renewable fuels companies have advantages over us due to their larger customer bases, greater name recognition, long operating and product development history, greater international presence and substantially greater financial, technical, regulatory and marketing experience and resources. One of our board of director members, Mr. Wendland, himself, is a CEO of a highly successful corn to ethanol (70,000,000 gallon per year) facility in Mason City Iowa. Competitors may succeed in developing technologies and products that are more effective than ours, which could render technologies obsolete and noncompetitive. We may be unable to continue to compete successfully with new and existing competitors without lowering prices or offering other favorable terms, or developing and/or utilizing other technologies to enhance our processes. It may be difficult for us to compete with larger companies investing greater resources in these marketing activities.

WE DEPEND ON INTELLECTUAL PROPERTY, WHICH IS INHERENT WITH RISKS OF INFRINGEMENT.

Our success is dependent on our intellectual property. We regard our system of combining the autoclave system, ethanol conversion, microwave pyrolysis and gasification diesel and electricity conversion licenses as unique, and proprietary, and will continue to rely on a combination of contract, patent, copyright and trademark law, trade secrets, confidentiality agreements and contractual provisions to protect our proprietary rights. The patent position of companies engaged in the conversion of waste streams to diesel fuel is new, uncertain and involves complex legal and factual questions. Issued patents can later be held invalid by the patent office issuing the patent or by a court. There can be no assurance that the patents related to our licenses will not be challenged, invalidated or circumvented or that the rights granted under these patents will provide us with a competitive advantage. In addition, many other organizations are engaged in research and development of products similar to our autoclave and diesel conversion technologies. Such organizations may currently have, or may obtain in the future, legally blocking proprietary rights, including patent rights, in one or more products or methods under development or consideration by us. These rights may prevent us from commercializing new technology, or may require us to obtain a license from the organizations to use their technology. There has been substantial litigation regarding patent and other intellectual property rights in the renewable fuels industries. Litigation could result in substantial costs and a diversion of our efforts, but may be necessary to enforce any patents issued to us, protect our trade secrets or know-how, defend against claimed infringement of the rights of others, or determine the scope and validity of the proprietary rights of others. There can be no assurance that third parties will not pursue litigation that could be costly to us. An adverse determination in any litigation could subject us to significant liabilities to third parties, require us to seek licenses from or pay royalties to third parties or prevent us from developing or selling our products, any of which could have a material adverse effect on our business.

Risks Related To Our Common Stock

OUR COMMON STOCK IS THINLY TRADED AND STOCKHOLDERS MAY NOT BE ABLE TO LIQUIDATE THEIR INVESTMENT AT ALL, OR MAY ONLY BE ABLE TO LIQUIDATE THEIR INVESTMENT AT A PRICE LESS THAN OUR VALUE.

Our common stock is very thinly traded, and the price if traded may not reflect our value. Consequently, investors may not be able to liquidate their investment at all, or if they are able to liquidate their investment, it may only be at a price that does not reflect the value of the business. Even if a more active market should develop, the price of our common stock may be highly volatile. Because the price for our common stock is low, many brokerage firms may not be willing to effect transactions. Even if an investor finds a broker willing to effect a transaction in our common stock, the combination of brokerage commissions, transfer fees, taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of our common stock as collateral for loans.

BECAUSE WE ARE SUBJECT TO THE PENNY STOCK RULES, SALE OF OUR COMMON STOCK BY INVESTORS MAY BE DIFFICULT.

We are subject to the SEC’s “penny stock” rules. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the purchaser with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson and monthly account statements showing the market value of each penny stock held in the purchaser’s account. The bid and offer quotations and the broker-dealer and salesperson compensation information must be given to the purchaser orally or in writing prior to completing the transaction, and must be given to the purchaser in writing before or with the purchaser’s confirmation.

In addition, the penny stock rules require that prior to a transaction, the broker and/or dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for our common stock. As long as our common stock is subject to the penny stock rules, the holders of our common stock may find it more difficult to sell their securities.

OUR COMMON STOCK PRICES COULD DECREASE IF A SUBSTANTIAL NUMBER OF SHARES ARE SOLD UNDER RULE 144.

A substantial majority of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (“Securities Act”). As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemption from registration under the Securities Act and as required under applicable state securities laws. A majority of our restricted securities are now eligible for sale under Rule 144. If a substantial number of shares of our common stock are sold under Rule 144 or other exemption, it could cause the price of our common stock to go down.

OUR PRINCIPAL STOCKHOLDERS HAVE THE ABILITY TO EXERT SIGNIFICANT CONTROL IN MATTERS REQUIRING STOCKHOLDER VOTE AND COULD DELAY, DETER OR PREVENT A CHANGE IN CONTROL OF OUR COMPANY.

Mr. Steve Racoosin, our Chairman and Chief Executive Officer, owns approximately 18% of our outstanding common stock and will be able to assert significant influence over the election of directors and other matters presented for a vote of stockholders. In addition, because we are incorporated in Nevada, Nevada corporate law provides that certain actions may be taken by consent action of stockholders holding a majority of the outstanding shares. In the event that the requisite approval of stockholders is obtained, dissenting or non-participating stockholders generally would be bound by such vote. Through such concentration of voting power, Mr. Racoosin could delay, deter or prevent a change in control or other business combination that might otherwise be beneficial to our other stockholders. In deciding how to vote on such matters, Mr. Racoosin may be influenced by interests that conflict with those of other stockholders. As a result, investors who purchase our common stock should be willing to entrust all aspects of operational control to our current management team.

THE CONVERSION OF OUTSTANDING CONVERTIBLE SECURITIES COULD CAUSE INVESTORS’ OWNERSHIP TO BE DILUTED AND MAY DECREASE THE VALUE OF THEIR INVESTMENT.

Outstanding convertible securities and current and future obligations to issue our securities to various parties may dilute the value of stockholders’ investment. As of September 30, 2008, we had options and warrants outstanding to purchase approximately 16,388,132 shares of our common stock at prices ranging from $0.01 to $0.65 per share, and promissory notes that can be converted into 8,837,190 shares of common stock in the Company. For the length of time these warrants, options, and convertible notes are outstanding, the holders of such warrants, options, and convertible notes will have an opportunity to profit from a rise in the market price of our common stock without assuming the risks of ownership. This may have an adverse effect on the terms upon which we can obtain additional capital. It should be expected that the holders of such convertible securities would exercise or convert them at a time when we would be able to obtain equity capital on terms more favorable than the exercise or conversion prices provided by the warrants or options. There are no preemptive rights in connection with our common stock.

WE DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

We do not intend to pay any dividends in the foreseeable future. We do not plan on making any cash distributions in the manner of a dividend or otherwise. Our Board presently intends to follow a policy of retaining earnings, if any.

WE HAVE THE RIGHT TO ISSUE ADDITIONAL COMMON STOCK AND PREFERRED STOCK WITHOUT THE CONSENT OF STOCKHOLDERS. THIS WOULD HAVE THE EFFECT OF DILUTING INVESTORS’ OWNERSHIP AND COULD DECREASE THE VALUE OF THEIR INVESTMENT.

We have additional authorized, but unissued shares of our common stock that may be issued later by us for any purpose without the consent or vote of our stockholders that would dilute stockholders’ percentage ownership of our company. Our certificate of incorporation authorizes the issuance of up to 700,000,000 shares of common stock.

In addition, our certificate of incorporation authorizes the issuance of shares of preferred stock, the rights, preferences, designations and limitations of which may be set by the Board. Our certificate of incorporation has authorized issuance of up to 5,000,000 shares of preferred stock in the discretion of our Board. The shares of authorized but undesignated preferred stock may be issued upon filing of an amended certificate of incorporation and the payment of required fees; no further stockholder action is required. If issued, the rights, preferences, designations and limitations of such preferred stock would be set by our Board and could operate to the disadvantage of the outstanding common stock. Such terms could include, among others, preferences as to dividends and distributions on liquidation.

IT IS POSSIBLE THAT THERE ARE CLAIMS OF WHICH WE ARE UNAWARE THAT MAY COME TO LIGHT IN THE FUTURE AND COST US CONSIDERABLE TIME, EFFORT AND EXPENSE TO RESOLVE.

We were formed by virtue of a merger of a privately-held operational company with a non-operational publicly-traded company. While the publicly-traded company had not been operational for several years prior to the acquisition of BioGold Fuels Corporation, the privately-held operational company (“Old BioGold”), it is possible that a claim, whether colorable or not, may be asserted against us in the future with respect to matters arising prior to the merger. There can be no assurance that some person will not devise a claim and attempt to assert it against us in the hopes of obtaining some monetary benefit. Resolving such a claim, including by making a monetary payment, may cost us considerable time, effort and expense. Any of these may impair management’s implementation of our business plan with the consequence of a loss of opportunity.

EVOLVING REGULATION OF CORPORATE GOVERNANCE AND EXECUTIVE COMPENSATION MAY RESULT IN ADDITIONAL EXPENSES AND CONTINUING UNCERTAINTY.

Changing laws, regulations and standards relating to corporate governance, executive compensation, new SEC regulations and the rules of various stock exchanges, are creating uncertainty for public companies. As a result of these new rules, we will incur additional costs associated with our public company reporting requirements. In addition, these new rules could make it more difficult or more costly for us to obtain certain types of insurance, including director and officer liability insurance, which could make it difficult for us to attract and retain qualified persons to serve on our Board.

We are presently evaluating and monitoring developments with respect to new and proposed rules and cannot predict or estimate the amount of the additional costs we may incur or the timing of such costs. These new or changed laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

We are committed to maintaining high standards of corporate governance and public disclosure. As a result, we intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and we may be adversely affected.

vii

PART I

Item 1. Financial Statements (Unaudited).

BioGold Fuels Corporation
(A Development Stage Company)
Consolidated Balance Sheets
September 30, 2008


	September 30,			December 31,
	2008			2007
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	94,508		$	48,564
Prepaid expenses		11,733			—
Trading securities		335			5,364


Total Current Assets		106,576			53,928

Other Assets
Deposits		2,726			—
Prepaid Professional Expenses		50,000			—


Total Other Assets		52,726			—

Total Assets	$	159,302		$	53,928


Liabilities
Current Liabilities
Accounts payable		49,084			47,360
Accrued salaries & related benefits		421,482			151,105
Accrued expenses		52,592			—


Total Current Liabilities		523,158			198,465


Convertible notes, net of discounts of $250,545		586,955			—


Total Liabilities		1,110,113			198,465


Stockholders’ Deficit

Common stock $0.001 par value; 700,000,000 shares authorized; 79,132,002 and 74,923,233 issued and outstanding, respectively		79,132			74,925

Additional paid-in capital		11,027,334			9,159,444

Accumulated deficit during development stage		(12,057,277	)		(9,378,906	)


Total Stockholders’ Deficit		(950,811	)		(144,537	)


Total Liabilities & Stockholders’ Deficit	$	159,302		$	53,928

The accompanying notes are an integral part of these financial statements.

F-1

BioGold Fuels Corporation
(A Development Stage Company)
Consolidated Statements of Operations


	Three Months			Three Months
	Ended			Ended
	September 30,			September 30,
	2008			2007
	(Unaudited)			(Unaudited)

Revenue	$	—		$	—


Expenses

Research & development expense		—			—
Selling, general, & administrative		867,197			335,332


Operating Loss		(867,197	)		(335,332	)


Other Income (Expenses)

Other income		69			9,332
Realized gain on trading securities		—			—
Unrealized gain on trading securities		—			—
Interest income		—			496
Realized loss on trading securities		—			—
Unrealized loss on trading securities		(1,475	)		—
Other expense		(24	)		—


Total Other Income (Expenses)		(1,430	)		9,828

Gain (Loss) before tax		(868,627	)		(325,504	)

Income tax expense		—			—


Net Income (Loss)	$	(868,627	)	$	(325,504	)


Net Gain (Loss) Per Common Share
Basic & diluted	$	(0.01	)	$	(0.01	)

Weighted Average Number of Outstanding Common Shares
Basic & diluted		75,933,789			43,070,064

The accompanying notes are an integral part of these financial statements.

F-2

BioGold Fuels Corporation
(A Development Stage Company)
Consolidated Statements of Operations


							From inception
	Nine Months Ended			Nine Months Ended			(September 8, 2004)
	September 30,			September 30,			to September 30,
	2008			2007			2008
	(Unaudited)			(Unaudited)			(Unaudited)

Revenue	$	—		$	—		$	—


Expenses

Research & development expense		3,665			—			707,403
Selling, general, & administrative		2,669,835			559,390			11,284,698


Operating Loss		(2,673,500	)		(559,390	)		(11,992,101	)


Other Income (Expenses)

Other income		378			—			96,883
Realized gain on trading securities		—			—			5,069
Unrealized gain on trading securities					409,500			—
Interest income		—			14,774			22,195
Realized loss on trading securities		—			—			(106,803	)
Unrealized loss on trading securities		(5,028	)		—			(73,627	)
Other expense		(221	)		(4,818	)		(5,389	)


Total Other Income (Expenses)		(4,871	)		419,456			(61,672	)

Loss before tax		(2,678,371	)		(139,934	)		(12,053,773	)

Income tax expense		—			—			(3,504	)


Net Loss	$	(2,678,371	)	$	(139,934	)		(12,057,277	)


Net Loss Per Common Share
Basic & diluted	$	(0.04	)	$	(0.01	)

Weighted Average Number of Outstanding Common Shares
Basic and diluted		76,062,071			33,422,549

The accompanying notes are an integral part of these financial statements.

F-3

BioGold Fuels Corporation
(A Development Stage Company)
Consolidated Statement of Cash Flows


							From inception
	Nine Months Ended			Nine Months Ended			(September 8, 2004)
	September 30,			September 30,			to September 30,
	2008			2007			2008
	(Unaudited)			(Unaudited)			(Unaudited)

Net Loss	$	(2,678,371	)	$	(139,935	)	$	(12,057,277	)

Cash Flows Provided By (Used In) Operating Activities
Adjustments to reconcile net loss to net cash used
Common stock issued for services		346,400			—			846,400
Preferred stock issued for services		—			—			120,000
Warrants & options expense for consultants & employees		1,295,750			555,836			6,140,166
License impairment expense		—			—			242,500
Amortization of discount on convertible note		16,702			—			16,702
Depreciation and amortization expense		—			8,471			8,471
Impaired asset expense		—			18,387			18,387
Origination fees		50,000			—			50,000
Gain on sale of assets to related party		—			(5,000	)		(5,000	)
Net loss (gain) on trading securities, realized		—			—			101,734
Net loss (gain) on trading securities, unrealized		5,028			(409,500	)		73,628
Increases (decreases) in accounts payable		1,725			(81,930	)		49,085
Increases (decreases) in other current liabilities		322,969			(103,289	)		474,074
Decreases (increases) in other current assets		(64,459	)		(66,107	)		(64,459	)


Total Cash Flow Used In Operating Activities		(704,256	)		(223,067	)		(3,985,589	)


Cash Flows Used In Investing Activities
Purchase of fixed assets		—			—			(124,436	)
Purchase of fixed assets from related party		—			(25,000	)		(25,000	)
Proceeds from sale of trading securities		—			307,647			370,554
Increase in note receivable from related party		—			(110,000	)		(110,000	)
Loans to related parties		—			(248,959	)		(248,959	)
Repayment by related party on note receivable		—			104,191			104,191
Restricted cash		—			170,257			—
Sale of fixed assets to related party		—			30,000			30,000
Purchase of trading securities in related party		—			(193,709	)		(193,709	)


Total Cash Flow Used In Investing Activities		—			(34,427	)		(197,359	)

F-4


						From inception
	Nine Months Ended		Nine Months Ended			(September 8, 2004)
	September 30,		September 30,			to September 30,
	2008		2007			2008
	(Unaudited)		(Unaudited)			(Unaudited)

Cash Flows Provided By (Used In) Financing Activities
Sale of common stock		—		—			1,707,450
Sale of preferred stock		—		—			2,680,423
Net proceeds from promissory note		750,000		—			750,000
Exercise of warrants or options		200		—			4,882
Receipt of subscription receivable		—		200,000			200,000
Repurchase of common stock		—		—			(550,158	)
Payment of stock sale funding fee		—		—			(515,140	)


Total Cash Flows Provided By Financing Activities		750,200		200,000			4,277,457


Change in Cash and Cash Equivalents		45,944		(57,494	)		94,508

Cash and cash equivalents at beginning of period		48,564		71,042			—

Cash And Cash Equivalents At End of Period	$	94,508	$	13,548			94,508


Other Supplemental Information
Taxes paid		—		—			(3,504	)


Non-Cash Investing and Financing Activities
Non-cash decrease in note receivable from related party		—		110,000			—

The accompanying notes are an integral part of these financial statements.

F-5

BioGold Fuels Corporation
Condensed footnotes to the financial statements
September 30, 2008

Note 1. COMPANY OVERVIEW AND BASIS OF PRESENTATION

BioGold Fuels Corporation (“BioGold” or the “Company”) is a renewable energy company that focuses on converting various forms of municipal solid waste (“MSW”) into usable forms of fuel and energy, effectively utilizing all components of MSW to reduce the amount of MSW ending up in landfills to as close to zero as possible. BioGold’s strategy combines both a “front-end” process and a “back-end” process. This combination of technologies under one roof is revolutionary in the trash processing industry. On the front-end, BioGold uses autoclave technology to sort and process MSW as it is brought in from trash hauling companies or landfills. BioGold receives a “tip fee” to receive the MSW, resulting in one revenue stream. The back-end utilizes several technologies to convert the MSW into a synthetic diesel fuel, ethanol, or energy that BioGold then sells to end users, thus creating a second revenue stream. Any remaining plastics, metals, or other material that cannot be converted into fuel or energy are sold as individual components, such as aluminum, which has been processed into a more readily usable form. This creates a third revenue stream.

The Company plans to market its bio-refinery to municipalities, local governments, and private industry. The BioGold bio-refinery will be built by the Company utilizing our technologies to process many forms of waste, from construction debris and municipal solid waste to medical waste and green waste. Each bio-refinery is tailored to fit the needs of the client for the processing of the various forms of waste and the required byproducts from the processing of the waste that make the most sense from a revenue perspective, whether that be synthetic diesel, ethanol, acetic acid, or electricity.

The accompanying consolidated financial statements include the accounts of BioGold Fuels Corporation (formerly known as Cab-tive Advertising, Inc. (“Cab-tive”)), and its wholly owned subsidiaries, BioGold Organic Chemicals Division, Inc., Full Circle Industries, Inc. (“Full Circle”), and FCWS LLC (“FCWS”) (collectively, the “Company”). All significant inter-company accounts and transactions have been eliminated upon consolidation. In the opinion of management, all adjustments, which consist of only normal recurring adjustments to present fairly the financial position at September 30, 2008 and the results of operations, stockholders’ deficit and cash flows for the three and nine months ended September 30, 2008 and for the three and nine months ended September 30, 2007, have been made. The Company is a development stage enterprise as defined in SFAS No 7.

Note 2. GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has no revenues and has sustained losses since inception. The Company expects to incur substantial additional costs and capital expenditures through the initial year of continuing research and development of additional waste processing technologies. The ability to continue research and development of additional waste processing technologies may require obtaining additional funding. If this funding is not obtained, the Company may be unable to continue.

The Company intends to raise additional debt and/or equity financing to sustain its operations and to complete its capital expenditures, although there can be no assurance that it will be able to raise such funds on terms acceptable to the Company, or at all. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing, and ultimately to attain successful operations.

At September 30, 2008, the Company’s current operations utilize approximately $50,000 per month. The Company may need to raise at least an additional $50,000 in order to satisfy its cash needs for the remainder of the fiscal year, unless significant revenue is generated.

F-6

BioGold Fuels Corporation
Condensed footnotes to the financial statements
September 30, 2008

Note 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s consolidated financial statements. These interim consolidated financial statements and consolidated notes have not been audited. The interim consolidated financial statements and consolidated notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of these consolidated financial statements.

Estimates

The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with the generally accepted accounting principles in the United States of America. The Company is a new enterprise in the development stage as defined by Statement No. 7 “Accounting and Reporting by Development Stage Enterprises,” of the Financial Accounting Standards Board, since it has derived no revenues from its activities to date.

Derivative Instruments

The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (hereinafter “SFAS No. 133”), as amended by SFAS No. 137, “Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB No. 133”, and SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities”, and SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”. These statements establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. They require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

Historically, the Company has not entered into derivatives contracts to hedge existing risks or for speculative purposes.

Earnings Per Share

The Company has adopted Statement of Financial Accounting Standards No. 128, “Earnings per Share”, which provides for the calculation of basic and diluted earnings per share.

In accordance with Financial Accounting standards No. 141(R) “Business Combinations” the Company calculated the weighted average number of common shares outstanding during the period in which the reverse acquisition occurred by using the weighted-average number of common shares of the legal acquiree (accounting acquirer) outstanding during the period multiplied by the exchange ratio established in the merger agreement as the number of common shares outstanding from the beginning of the period to the acquisition date and the actual number of common shares of the legal acquirer (the accounting acquiree) outstanding during the period as the number of common shares outstanding from the acquisition date to the end of the period.

F-7

BioGold Fuels Corporation
Condensed footnotes to the financial statements
September 30, 2008

The basic earnings per share for each comparative period before the acquisition date presented in the consolidated financial statements following the reverse acquisition were calculated by dividing the income of the legal acquiree attributable to common shareholders in each of those periods by the legal acquiree’s historical weighted-average number of common shares outstanding multiplied by the exchange ratio established in the acquisition agreement.

Basic earnings per share includes no dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities that could share in the earnings of an entity, such as stock options, warrants or convertible securities. Common stock equivalents at September 30, 2008 and September 30, 2007 are comprised of employee options of 1,195,897 and 800,000, respectively; non employee options/warrants of 15,192,235 and 1,753,000, respectively; convertible Series A preferred shares of 0 and 3,000,423, and shares issuable upon conversion of promissory note of 8,837,190 and 0, respectively. Inclusion of these stock equivalents in the calculation of earnings per share would be anti-dilutive.

Fair Value of Financial Instruments

The Company’s financial instruments as defined by Statement of Financial Accounting standards No. 107, “Disclosures about Fair Value of Financial Instruments,” include cash, trade accounts receivable, accounts payable, and accrued expenses. All instruments are accounted for on an historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value.

Income Taxes

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes.” and records a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and when temporary differences become deductible. The Company considers, among other available information, uncertainties surrounding the recoverability of deferred tax assets, scheduled reversals of deferred tax liabilities, projected future taxable income, and other matters in making this assessment.

In June 2006, the Financial Accounting Standards Board issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (hereinafter “FIN 48”), which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of FIN 48 has no material impact on the Company’s financial reporting.

Research and Development

Research and development costs are charged to operations when incurred with the exception of patent related filing costs, which are capitalized when the Company can reasonably estimate future cash flows. For the quarters ended September 30, 2008 and 2007, the Company had not capitalized any research and development costs. During the quarter ended September 30, 2007, the Company did not expense any research and development. During the nine months ended September 30, 2008, the Company recognized $3,665 in research expenses. The Company’s research and development expenses from inception through September 30, 2008 are $707,403.

Stock-Based Compensation

During the fourth quarter of 2004, the Company adopted SFAS No. 123, “Accounting for Stock Based Compensation.” Accordingly, the Company has expensed the compensation cost for the options and warrants issued based on the fair value at the warrant grant dates calculated utilizing the Black-Scholes option valuation model. During the year ended December 31, 2005, the Company adopted SFAS No. 123(R).

F-8

BioGold Fuels Corporation
Condensed footnotes to the financial statements
September 30, 2008

Note 4. SIGNIFICANT CONTRACTS

Harvey County Waste Stream Agreement

On August 18, 2008, BioGold entered into a Resources Recovery System Agreement with Harvey County, Kansas. Pursuant to the Agreement, BioGold, through its wholly owned subsidiary BioGold Fuels Kansas, LLC, will manage, operate and pay all costs for the processing and disposal of all incoming nonhazardous solid waste and tires generated within Harvey County except for construction and demolition waste, separated brush and tree debris, separated food waste, separated household hazardous waste, separated nonhazardous special waste and separated recyclables. Harvey County will pay BioGold a “tipping fee” of $35.00 per ton of waste processed by BioGold pursuant to the agreement. Harvey County estimates that the total amount of waste to be delivered to BioGold by Harvey County will be at least 33,530 tons per year. The agreement provides for the tipping fee to be redetermined by good faith negotiations every five years. If the parties are unable to negotiate a new tipping fee at the end of any five year period, the new tipping fee will be based on the average tipping fee for waste disposal of comparable landfills in neighboring counties, plus 29.6% of such average. BioGold is permitted to process waste from other sources during the term of the agreement provided that waste from Harvey County is given first priority.

As part of the agreement, BioGold is required to construct a 50,000 square foot resource recovery system facility. This facility will be built on approximately 32 acres of land that is leased by Harvey County to BioGold. The lease is part of the Agreement and also gives BioGold the right to use an existing transfer station and eleven (11) pieces of waste processing and hauling equipment and vehicles from Harvey County. BioGold is required to pay Harvey County one dollar ($1.00) per year for the leased land, equipment, and transfer station. BioGold is responsible to maintain and, if necessary, replace the leased equipment. BioGold is required to begin construction on the site within 7 months of the contract date. The Company is in the design stage and has not begun construction at this time.

Commencing at the end of the fifth year of the term, BioGold is required to pay Harvey County on an annual basis 5% of the net profit from sales of whatever product or energy is generated by BioGold on the leased real estate.

The term of the agreement is 30 years with one 10 year renewal option exercisable by BioGold with 3 additional ten year renewal options exercisable by mutual agreement of the parties. The agreement may be terminated by Harvey County upon 30 days notice in the event BioGold is unable to obtain or maintain any governmental permit necessary for the construction and operation of the Resource Recovery System Facility. The Company is required to pay Harvey County a $50,000 deposit within 30 days of the August 18, 2008. As of September 30, 2008, the Company has not made this payment or recorded any liability relating to this payment.

A copy of the agreement is attached hereto as Exhibit 10.7 and incorporated herein by reference.

ICM Development and Professional Service Agreement

On September 9, 2008, BioGold Fuels Corporation, a Nevada corporation (“BioGold” or the “Company”) entered into a Development Agreement (“Development Agreement”) and Professional Services Agreement (“Services Agreement”) (collectively, the “Agreements”) with ICM, Inc., a Kansas corporation (“ICM”). Pursuant to the Development Agreement, BioGold and ICM will work to jointly develop a fully engineered and fully-integrated commercial plant design to process municipal solid waste. In addition, ICM will act as BioGold’s exclusive engineering firm and general contractor for all of BioGold’s future facilities. In exchange, ICM will not design, engineer, or construct any municipal solid waste processing facilities that may compete with BioGold. ICM also has acquired the right to market municipal waste processing facilities to non-municipality customers, such as private industry, for which BioGold will receive an agreed upon percentage of the cost of any facility built based upon this marketing. The term of the Development Agreement is for fifteen (15) years with automatic renewal for additional five (5) year periods.

F-9

BioGold Fuels Corporation
Condensed footnotes to the financial statements
September 30, 2008

Pursuant to the Services Agreement, ICM is engaged to design and engineer BioGold’s waste to energy facility in Harvey County, Kansas. ICM will provide BioGold with preconstruction services and design and engineering for process, electrical, civil, structural, architectural, automation, and controls for BioGold’s Harvey County facility.

The complete terms and conditions of the foregoing Agreements are set forth in the Development Agreement and Professional Services Agreement, which are attached hereto as exhibits 10.8 and 10.9 and incorporated by reference.

Under the Professional Services Agreement, the Company is required to pay $50,000 as a deposit towards services upon entry into the agreement. In addition, the Company is required to pay $50,000 on October 1^st, 2008 as an additional deposit. At September 30, 2008, the Company has paid the first $50,000 deposit to ICM which was booked as a prepaid professional expense. ICM and the Company have verbally agreed to extend the payment deadline of the second deposit until the Company has the ability to make an additional deposit.

Note 5. SHAREHOLDERS’ EQUITY

Common and Preferred Stock

During the quarter ended September 30, 2008, the Company issued 26,613 shares of common stock to a consultant for services. The shares were issued at fair market value on the date of issuance of $0.38 per share resulting in a total of $10,000 in expense. The shares were issued under the Company’s S-8 registration statement.

During the quarter ended September 30, 2008, the Company issued 1,000,000 shares of common stock to a consultant for services. The shares were issued for fair market value on the date of issuance of $0.20 per share resulting in a total of $200,000 in expense. The shares were issued under the Company’s S-8 registration statement.

During the quarter ended September 30, 2008, the Company issued 1,030,000 shares of common stock to an existing shareholder. The shares were issued pursuant to a settlement agreement for a claim for payment of fair value to a shareholder dissenting to a corporate action. The shareholder previously held 1,030,000 shares and this issuance was an exchange of the shareholder’s prior shares.

Common stock options and warrants

During the quarter ended June 30, 2008, the Company issued options to purchase the Company’s common stock to two (2) consultants for services. One option was issued at an exercise price of $0.0001 per share for a total of 2,000,000 shares and was fully vested. The remaining option was issued with an exercise price of $0.38 per share for a total of 500,000 shares of common stock. This option vested as follows: 50% vested immediately with an additional 25% vested after each of the first two years after issuance. The value of the vested options were estimated using the Black-Scholes option pricing model with the following assumptions: average risk-free interest rate based upon LIBOR rate at the time of the grant which was 2.482%, dividend yield of 0%, average volatility factor of the expected market price of the Company’s common stock of 70%, and a term of 5 years. The estimated value of the vested options expensed was $817,500.

During the quarter ended June 30, 2008, the Company issued 1,550,000 options to purchase the Company’s common stock to two (2) employees and two (2) board members for services. These options were issued with an exercise price of $0.38 per share. These options vested as follows: 50% vested immediately with an additional 25% vested after each of the first two years after issuance. The value of the vested options were estimated using the Black-Scholes option pricing model with the following assumptions: average risk-free interest rate based upon LIBOR rate at the time of the grant which was 2.482%, dividend yield of 0%, average volatility factor of the expected market price of the Company’s common stock of 70%, and a term of 5 years. The estimated value of the vested options expensed was $178,250. Walter Wendland and Michael Ott, both current members of the Company’s board of directors were issued options in this issuance of for 750,000 shares each at the exercise price of $0.38 per share.

F-10

BioGold Fuels Corporation
Condensed footnotes to the financial statements
September 30, 2008

During the quarter ended September 30, 2008, the Company issued warrants to purchase up to 9,000,000 shares of the Company’s common stock to a consultant for services. The Warrant vests as follows: 2,500,000 of the Warrant Shares were vested immediately, an additional 2,500,000 of the Warrant Shares will vest upon execution of a consulting agreement with CIT (or similar project finance funding source) and entry into a letter of intent to provide funding to the Company of at least $3,000,000, with the remaining 4,000,000 Warrant Shares vested upon the receipt of funds by the Company sufficient to fund its Harvey County Kansas waste to energy project. The Consultant’s Warrant has an exercise price of $0.20 per share and a term of 5 years. The value of the vested warrants were estimated using the Black-Scholes option pricing model with the following assumptions: average risk-free interest rate based upon LIBOR rate at the time of the grant which was 3.2525%, dividend yield of 0%, average volatility factor of the expected market price of the Company’s common stock of 70%, and a term of 5 years. The estimated value of the vested warrants expensed was $300,000.

During the quarter ended September 30, 2008, the Company also issued warrants to purchase up to 1,437,500 shares of the Company’s common stock in connection with the Promissory Note issuance listed in Note 8. The warrant was fully vested and had an exercise price of $0.23 per share. The value of the vested warrants were estimated using the Black-Scholes option pricing model with the following assumptions: average risk-free interest rate based upon LIBOR rate at the time of the grant which was 3.2525%, dividend yield of 0%, average volatility factor of the expected market price of the Company’s common stock of 70%, and a term of 7 years. The estimated value attributed to the warrants was $225,688.

Note 6. 2008 EQUITY INCENTIVE PLAN

In October, 2007, the board of directors and majority shareholders of BioGold voted to adopt a stock incentive plan for consultants and employees of the Company. The plan was named the “2008 Equity Incentive Plan” (the “Plan”). The Company reserved up to 10,000,000 shares of BioGold Common Stock for issuance under the Plan. These shares may be issued from time to time by action of the Company’s board of directors in exchange for services provided to the Company.

On February 8, 2008, the Company filed a SEC Form S-8 Registration Statement registering all 10,000,000 shares of common stock and the common stock to be issued under any options granted.

At September 30, 2008, 1,066,316 shares of common stock have been issued pursuant to stock grants under the Plan. In addition, options to purchase up to 4,050,000 shares of common stock have been granted under the Plan, of which 2,000,000 shares of common stock were issued upon exercise of these options. The Company continues to reserve 2,050,000 shares to be issued upon exercise of the remaining option, as well as reserving the remaining 4,883,684 shares yet to be granted under the Plan.

Note 7. COMMITMENT AND CONTINGENCIES

In the quarter ended March 31, 2008, the Company entered into a one year lease for commercial office space at 1800 Century Park East in Los Angeles, CA. The lease has minimum lease obligations of approximately $1,800 per month and is for 2 separate offices totaling approximately 600 square feet.

Note 8. PROMISSORY NOTES

On March 3, 2008, the Company issued to Heritage Holding Group, LLC, a Delaware limited liability company (“Lender”) a Senior Secured Promissory Note (the “Original Note”) in the principal amount of up to $550,000. The Note was due and payable on December 31, 2008. The Original Note bears interest at the rate of 15% per annum and the Lender received a 10% origination fee on the Original Note, which was deducted from the payment of principal at the time the funds were disbursed. The Original Note was issued pursuant to a Senior Secured Note Purchase Agreement. The $50,000 origination fee was expensed $25,000 in the quarter ended March 31, 2008 and $25,000 in the quarter ended June 30, 2008. To secure the Original Note, the Lender was granted a first priority interest in all of the assets of the Company pursuant to the terms and conditions of the Security Agreement dated March 3, 2008.

F-11

BioGold Fuels Corporation
Condensed footnotes to the financial statements
September 30, 2008

On September 2, 2008, the Original Note was amended to provide that the principal and interest will be due and payable on December 31, 2009. The Original Note was also amended to provide that at any time prior to December 31, 2009 the Lender, in its sole discretion, can convert the outstanding principal and interest into shares of common stock of the Company, at the rate of $0.10 per share. A copy of the amended Original Note is attached hereto as Exhibit 10.11.

On September 2, 2008, BioGold Fuels Corporation, a Nevada corporation (“BioGold” or the “Company”) entered into a Securities Purchase Agreement with Heritage Opportunity Fund, LLC, a California limited liability company (“Lender”) pursuant to which BioGold issued to Lender a Senior Secured Convertible Promissory Note in the principal amount of $287,500 (the “Additional Note”) and a Warrant to purchase 1,437,500 shares of the BioGold common stock (the “Warrant”). The Lender, at its sole option, may cause the Company to issue an additional note and second warrant on terms identical to the Note and the Warrant on or before October 1, 2008 and a third note and third warrant on terms identical to the Note and the Warrant on or before November 1, 2008 (respectively, the “Second Note”, the “Second Warrant,” the “Third Note,” and the “Third Warrant”). A copy of the Additional Note and Securities Purchase Agreement are attached hereto as Exhibits 10.10 and 10.12.

The Additional Note is due and payable on December 31, 2009. The Additional Note bears interest at the rate of 15% per annum and the Lender receives a 15% origination fee on the additional proceeds from the Additional Note, which is deducted from the payment of principal at the time the funds are disbursed. The Additional Note and the Warrant were issued pursuant to a Securities Purchase Agreement.

To secure the Additional Note, the Lender has been granted a first priority interest in all of the assets of the Company pursuant to the terms and conditions of a Security Agreement dated September 2, 2008. The Additional Note allows prepayment only upon Lender’s prior written consent to remove the security interest. In addition, the Additional Note is convertible at the Lender’s discretion into shares of common stock of the Company at a conversion price equal to the lower of (i) $0.10 per share, or (ii) the price per share of common stock issued to any investor in the Company (other than employees, consultants, directors or strategic partners) subsequent to the date of the First Note.

The Warrant is exercisable for five shares of common stock in the Company for each $1 of principal under the Additional Note. The exercise price of the Warrant is $0.23 per share which is equal to the closing price of the Company’s common stock on the day the Note was issued. The Warrant has a term of seven years and includes a net issue exercise provision.

Under the Securities Purchase Agreement, the Company is required to file a registration statement with the Securities and Exchange Commission on or before December 31, 2008, to register under the Securities Act of 1933, as amended, (the “Securities Act”) the shares to be received by the Lender upon conversion of the Additional Note, the Warrant, the $550,000 Original Note and, if issued, the Second Note, the Second Warrant, the Third Note and the Third Warrant.

The maximum number of shares to be converted, based on the Original Note and Additional Note principal amount of $837,500 as well as the $46,219 in accrued interest is as follows:


				Share
Issue	Maturity		Accrued	Maximum
Date	Date	Principal	Interest	Conversion
September 2, 2008	December 31, 2009	$837,500	$46,219	8,837,190

In addition to the 8,837,190 shares listed above, if the Warrant attached to the Additional Note was exercised in full, an additional 1,437,500 shares of common stock would be issued.

F-12

BioGold Fuels Corporation
Condensed footnotes to the financial statements
September 30, 2008

The Company issued Warrants with a fair value of $225,688. These transaction costs were allocated between the convertible debt and the warrants based on their relative fair value.

In accordance with EITF Issue 98-5 “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios”, the Company recognized the value of the embedded beneficial conversion feature of $51,968 as additional paid-in capital and an equivalent discount which will be expensed over the term of the convertible notes. In addition, in accordance with EITF Issue 00-27 “Application of Issue No.98-5 to Certain Convertible Instruments”, the Company has allocated the proceeds of issuance between the convertible notes and the detachable warrants based on their relative fair value. Accordingly, the Company recognized the fair value of the detachable warrants of $177,780 as additional paid-in capital and an equivalent discount against the convertible notes. The difference between the face amount of the convertible notes and their carrying value is amortized over the life of the convertible notes. As long as any portion of the convertible notes remains outstanding, the Company shall not pay any cash dividends or distributions on any equity securities of the Company without prior written consent from the holders of the convertible note.

The Black-Scholes Model was used to calculate the fair value of the warrants. The underlying assumptions included in the Black-Scholes Model were as follows:


Expected volatility		70	%

Contractual life	7 years

Risk-free interest rate		3.2525	%

Dividend yield	Nil

At September 30, 2008, the Company had received $837,500 of the Original and Additional Notes, less the $87,500 origination fee. At September 30, 2008, $46,219 in interest had accrued on the outstanding balance of the Original and Additional Notes which the Company has recorded as an accrued expense. The $37,500 origination fee on the Additional Note is being amortized over the life of the Additional Note for which it booked $3,125 as expense for the quarter ended September 30, 2008. The Company expensed the $50,000 origination fee on the Original Note $25,000 in the quarter ended March 31, 2008 and $25,000 in the quarter ended June 30, 2008 and did not discount it over the life of the note because the Original Note’s maturity date originally fell within the same year as the note’s issuance.

Liquidated Damages

Pursuant to the Securities Purchase Agreement, on or before December 31, 2008, the Company is required to file a registration statement with the Securities and Exchange Commission (the “SEC”) to register the shares of stock issuable to the Purchaser upon conversion of the Notes (including the Senior Secured Promissory Note issued to Heritage Holding Group, LLC in the aggregate principal amount of $550,000 on March 3, 2008, as amended) or exercise of the Warrants. The Company shall use its best efforts to ensure that such registration statement be declared effective by no later than January 30, 2009 (the “Effective Date”). The Company shall pay the Purchaser a penalty of 5% of the aggregate outstanding amount under all outstanding Notes (the “Penalty”) for each 30 day period (or portion thereof) if the registration statement is not filed by December 31, 2008 or the registration statement is not declared effective by the Effective Date. The Penalty is payable in either cash or shares of common stock of the Company, at the option of the Purchaser. The Company shall bear all its expenses incurred in connection with the registration statement, including the reasonable fees and disbursements of a single special legal counsel for the Purchaser, not to exceed $10,000.

At September 30, 2008, the Company has not recognized any expense associated with the registration statement filing requirement.

F-13

BioGold Fuels Corporation
Condensed footnotes to the financial statements
September 30, 2008

Note 9. PAYROLL LIABILITIES

On February 12, 2007, the Company employed Steve Racoosin as the Company’s Chief Executive Officer. Mr. Racoosin was to receive a salary of $275,000 per year. The Company paid Mr. Racoosin a total of $109,545 and payroll tax of $17,286 pursuant to his employment. The remaining $134,258 owed for the year ended December 31, 2007 was recorded as an accrued payroll liability. On May 1, 2008, Mr. Racoosin’s salary remained at $275,000 per year pursuant to entry into a new employment agreement. In addition, Mr. Racoosin is to receive an auto allowance of $850 per month.

In the nine months ended September 30, 2008, the Company paid Mr. Racoosin a total of $38,277 pursuant to his employment. The remaining $167,973 was recorded as an accrued payroll liability.

On October 1, 2007, the Company hired Chris Barsness as the Company’s Chief Financial Officer. Mr. Barsness was to receive a salary of $160,000 per year. The Company paid Mr. Barsness a total of $26,213. The remaining $16,847 owed for the year ended December 31, 2007 was recorded as an accrued payroll liability. On April 1, 2008, Mr. Barsness’ salary was increased to $200,000 per year pursuant to entry into an employment agreement. In addition, Mr. Barsness is to receive an auto allowance of $850 per month.

In the nine months ended September 30, 2008, the Company paid Mr. Barsness a total of $88,123. The remaining $51,877 was recorded as an accrued payroll liability.

During the nine months ended September 30, 2008, the Company also accrued payroll liabilities of $4,464 for 2 employees for undeposited tax withholdings.

During the nine months ended September 30, 2008, the Company also accrued $26,160 in employer’s share of payroll taxes.

During the nine months ended September 30, 2008, the Company accrued $19,903 in unpaid vacation time.

F-14

Item 2. Management’s Discussion and Analysis or Plan of Operation.

You should read the following discussion of our financial condition and results of operations in conjunction with the financial statements and the notes to those statements included elsewhere in this Form 10-Q. This discussion may contain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as those set forth under the section entitled “Description of Business—Risk Factors” and elsewhere in this Form 10-Q.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates since the end of our last fiscal year. For detailed information on our critical accounting policies and estimates, see our financial statements and notes thereto included elsewhere in this Form 10-Q.

The following discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States and with applicable SEC rules and regulations. The preparation of these financial statements requires us to make estimates and judgments 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 including, among others, those affecting revenues, the allowance for doubtful accounts, and the useful lives of tangible and intangible assets. The discussion below is intended to be a brief discussion of some of the judgments and uncertainties that can impact the application of these policies and the specific dollar amounts reported in our financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, or if management made different judgments or utilized different estimates. Many of our estimates or judgments are based on anticipated future events or performance, and as such are forward-looking in nature, and are subject to many risks and uncertainties, including those discussed above and elsewhere in this Form 10-Q. We do not undertake any obligation to update or revise this discussion to reflect any future events or circumstances.

We have identified below some of our accounting policies that we consider critical to our business operations and the understanding of our results of operations. This is neither a complete list of all of our accounting policies, nor does it include all the details surrounding the accounting policies we have identified. There are other accounting policies that are significant to us. For a more detailed discussion on the application of these and our other accounting policies, please refer to the footnotes to our consolidated financial statements included elsewhere in this Form 10-Q.

Revenue Recognition

We have not earned any revenue; however, we will recognize revenue from the provision of municipal solid waste (“MSW”) in the form of a tip fee paid by a trash hauler or landfill for each ton of MSW or other waste brought to us for processing. This revenue will be recognized as earned when the MSW or other waste is delivered to a BioGold facility for processing. We also will recognize revenue for the sale of outputs in the form of recycled metals, electricity, and fuels. This revenue will be recognized as earned when actual outputs are sold and delivered to the end customer.

The Company is a development stage enterprise as that term is defined by the US Generally Accepted Accounting Principles. As such, we have not generated any revenue to date and have not started our planned principal operations. Although the Company will continue to devote substantially all of its efforts to establishing itself, there can be no guarantee as to when or if revenue will be recognized.

Operating Expenses

We have segregated our recurring operating expenses among two categories: (1) research and development, and (2) selling, general and administrative expenses. Sales expenses include advertising and promotional expenses, and travel expenses. Selling, general and administrative expenses include salaries and benefits for our executives, business development, human resources, finance, information technology staffing, advertising, and general operating expenses. General operating expenses include overall corporate expenses, such as rent, supplies, and corporate financial promotion activities. Based on our plans for future growth, we expect our selling, general and administrative costs to increase significantly in the future.

Research and Development

Research and development expenses include research into new waste processing technologies, development of proprietary patents, and partnerships with third parties in developing new proprietary waste processing technologies. The technologies that we have licensed or otherwise have rights to have been under development for many years. When we generate substantial amounts of revenue, we will expand both the capabilities and capacity of our BioGold Process to maintain and expand our technology leadership; however, we do not anticipate any significant research and development expenses in the next 12 months.

Employees

The Company currently has 3 full time employees. The Company will likely need to hire additional staff between 1 and 20 employees in the next 12 months to execute its plans, depending upon what waste processing plants it may begin constructing.

Off-Balance Sheet Arrangement

We are not a party to any off-balance sheet arrangements, and we do not engage in trading activities involving non-exchange traded contracts.

Material Commitments for Capital Expenditures

We do not have any material commitments for capital expenditures at this time. If we are successful in building a waste to energy processing plant, we will have to enter into material commitments for the purchase of certain capital items for building the plants, which may be substantial and could range from $2,000,000 to $50,000,000 or more.

Accounting for Stock Options and Warrants Granted to Employees and Non-Employees

In December 2004, the Financial Accounting Standards Board (“FASB”) issued a revision to Statement of Financial Accounting Standards (“SFAS”) No. 123R, Accounting for Stock-Based Compensation. This statement supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. This statement establishes standards for the accounting of transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. This statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. This statement does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS No. 123R. This statement does not address the accounting for employee share ownership plans, which are subject to the American Institute of Certified Public Accountants Statement of Position 93-6, Employers’ Accounting for Employee Stock Ownership Plans. We expect no changes to our financial reporting as a result of the application of the foregoing because we are already reporting and complying with the fair value method of SFAS No. 123R.

Liquidity and Capital Resources

The following section discusses the effects of changes in our balance sheet and cash flow on our liquidity and capital resources:

Since Inception, we have incurred significant operating and net losses and have been unable to meet our cash flow needs with internally generated funds. Our cash requirements (primarily working capital requirements and cash for product development and licensing activities) have been satisfied through borrowings and the issuance of securities in a number of private placements. At September 30, 2008, we had cash and cash equivalents on hand of $94,508, trading securities valued at $335, prepaid insurance and expenses of $61,733, and a negative working capital position of $416,583. Although we have taken actions to reduce operating losses by reducing operating expenses and headcount, we may continue to generate losses in the near term. Our present financial position raises doubt about our ability to continue as a going concern. The consolidated financial statements included elsewhere in this Form 10-Q do not include any adjustments that might result from the outcome of this uncertainty.

During the nine months ended September 30, 2008, in order to raise working capital, the Company issued to certain accredited investors Senior Secured Promissory Notes (the “Notes”) in the principal amount of $837,500. The Notes bear interest at the rate of 15% per annum. The Notes were issued pursuant to a Senior Secured Note Purchase Agreement. The Company has received $837,500, less the $87,500 origination fees, of the Notes at September 30, 2008.

To secure the Notes, the Lender has been granted a first priority interest in all of the assets of the Company pursuant to the terms and conditions of a Security Agreement.

Although the Notes provided $750,000 in net working capital, the proceeds from the Notes may not be sufficient to satisfy the Company’s capital needs for the next 12 months and the Company may need to raise additional funds.

The complete terms and conditions of the foregoing transaction are set forth in the Notes, Security Agreement, and Senior Secured Note Purchase Agreement, which were attached as exhibits to our Form 10-KSB for the year ended December 31, 2007 and Form 8-k filed September 4, 2008.

Item 3. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of M. Our principal executive and financial officers supervised and participated in the evaluation. Based on the evaluation, our principal executive and financial officers each concluded that our disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s forms and rules as of September 30, 2008. However, the company and its management also identified areas requiring improvement as identified below.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting can also be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may be inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, including the chief executive officer and principal financial officer, concluded that we did not maintain appropriate internal control over financial reporting at September 30, 2008. In arriving at that conclusion, we considered the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and we did not performed a complete assessment as outlined in Commission Guidance Regarding Management’s Report on Internal Control Over Financial Reporting Under Section 13(a) or 15(d) of the Exchange Act.

In summary, as a result of our preliminary assessment of internal control over financial reporting under COSO criteria we identified the following material weaknesses as well as significant deficiencies that are expected to be remediated during the fiscal year 2008. Despite the existence of the findings, we believe that our consolidated financial statements contained in this Form 10-Q filed with the SEC fairly present our financial position, results of operations and cash flows for the fiscal quarter ended September 30, 2008 and from the period from Inception (September 8, 2004) through September 30, 2008 in all material respects. In conjunction with this conclusion, our independent registered public accounting firm is not required to attest on our internal control for the fiscal quarter ended September 30 2008.

As of September 30, 2008, the following material weaknesses where found in our internal control over financial reporting were identified:

1. The company did not conduct appropriate risk assessment or testing in 2007 to satisfy COSO requirements.

2. We did not have sufficient segregation of duties over a variety of financial processes.

3. We did not formally document many of the reviews conducted by the financial department in the processing and preparation of the company financial statements. These processes include journal entries, account reconciliations, consolidations, equity reconciliations.

As of September 30, 2008, the following significant deficiency was found in our internal control over financial reporting:

1. We do not have a Whistleblower contact setup.

We are not an “accelerated filer” for the 2007 fiscal year because we remain qualified as a “small business issuer.” Hence, under current law, the internal controls certification and attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, will not apply to us until the fiscal year ended December 31, 2008. Notwithstanding the fact that these internal control requirements do not apply to us at this time, our management has begun reviewing our internal control procedures to facilitate compliance with those requirements when they become applicable.

Changes in Internal Control Over Financial Reporting

In connection with our evaluation required by Exchange Act Rule 13a-15(b), there has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 3A(T). Controls and Procedures.

MANAGEMENT RESPONSIBILITIES UNDER SECTION 404

Section 404 of the Sarbanes-Oxley Act requires management of a publicly traded company to issue an internal control report that explicitly accepts responsibility for establishing and maintaining “adequate” internal control over financial reporting. Management must also issue an assertion as to whether internal control over financial reporting is effective as of the end of the fiscal year. Further, the assessment is to be made at a specific point in time. Therefore, management’s assessment does not cover the entire year.

Management must comply with the following requirements in order for its registered public accounting firm (external auditor) to complete an audit of internal control over financial reporting:

•

Accept responsibility for the effectiveness of the entity’s internal control over financial reporting;

•

Evaluate the effectiveness of the entity’s internal control over financial reporting using suitable control criteria;

•

Support its evaluation with sufficient evidence, including documentation; and

•

Present a written assessment of the effectiveness of the entity’s internal control over financial reporting as of the end of the entity’s most recent fiscal year.

Management of BioGold is responsible for the preparation, consistency, integrity, and fair presentation of the consolidated financial statements. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America applied on a consistent basis and, in management’s opinion, are fairly presented. The financial statements include amounts that are based on management’s informed judgments and best estimates.

As discussed above, our management, including the chief executive officer and principal financial officer, concluded that we did not maintain appropriate internal control over financial reporting at September 30, 2008. In arriving at that conclusion, we considered the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and we did not performed a complete assessment as outlined in Commission Guidance Regarding Management’s Report on Internal Control Over Financial Reporting Under Section 13(a) or 15(d) of the Exchange Act.

The Board of Directors exercises its oversight role with respect to the Company’s systems of internal control primarily through its Audit Committee, which is comprised solely of outside directors. The Committee oversees the Company’s systems of internal control and financial reporting to assess whether their quality, integrity, and objectivity are sufficient to protect shareholders’ investments.

Changes in Internal Control Over Financial Reporting

In connection with our evaluation pursuant to paragraph (d) of Rule 240.13a-15 or Rule 240.15d-1, there has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1. Legal Proceedings.

We are not a party to any material legal proceedings and we are not aware of any threatened legal proceedings that could cause a material adverse impact on our business, assets or results of operations.

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

During the quarterly period ended September 30, 2008, the Registrant sold unregistered securities as described below. Except as disclosed below, there were no underwriters involved in the transactions and there were no underwriting discounts or commissions paid in connection therewith.

During the quarter ended September 30, 2008, the Company entered into a Securities Purchase Agreement with Heritage Opportunity Fund, LLC, a California limited liability company (“Lender”) pursuant to which BioGold issued to Lender a Senior Secured Convertible Promissory Note in the principal amount of $287,500 (the “Additional Note”) and a Warrant to purchase 1,437,500 shares of the BioGold common stock (the “Warrant”). The Lender, at its sole option, may cause the Company to issue an additional note and second warrant on terms identical to the Note and the Warrant on or before October 1, 2008 and a third note and third warrant on terms identical to the Note and the Warrant on or before November 1, 2008 (respectively, the “Second Note”, the “Second Warrant,” the “Third Note,” and the “Third Warrant”). A copy of the Additional Note and Securities Purchase Agreement are attached hereto as Exhibits 10.10 and 10.12.

Item 3. Defaults Upon Senior Securities.

None.

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

No matter was submitted during the quarterly period ended September 30, 2008 to a vote of security holders through the solicitation of proxies or otherwise.

Item 5. Other Information.

None.

Item 6. Exhibits.


Exhibit
Number		Description of Exhibit

	10.1	License Agreement between BioGold Fuels Corporation and Energy Dynamics Corporation International. (1)

	10.2	Senior Secured Promissory Note dated March 3, 2008 by and between BioGold Fuels Corporation and Heritage Holding Group, LLC. (2)

	10.3	Senior Secured Note Purchase Agreement dated March 3, 2008 by and between BioGold Fuels Corporation and Heritage Holding Group, LLC. (3)

	10.4	Security Agreement dated March 3, 2008 by and between BioGold Fuels Corporation and Heritage Holding Group, LLC. (4)

	10.5	Employment Agreement between Steve Racoosin and BioGold Fuels Corporation. (5)

	10.6	Employment Agreement between Chris Barsness and BioGold Fuels Corporation. (6)

	10.7	Harvey County Resource Recovery Agreement. (7)

	10.8	Professional Services Agreement with ICM, Inc. (8)

	10.9	Development Agreement with ICM, Inc. (9)

	10.10	Securities Purchase Agreement with Heritage dated September 2, 2008. (10)

	10.11	Amended Note with Heritage dated September 2, 2008. (11)

	10.12	Convertible Note with Heritage dated September 2, 2008. (12)

	31.1	Certification of the Registrant’s Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.#

	31.2	Certification of the Registrant’s Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.#

	32.1	Certification of the Registrant’s Principal Executive Officer pursuant to 18 U.S.C. § 1350.#

	32.2	Certification of the Registrant’s Principal Financial Officer pursuant to 18 U.S.C. § 1350.#


#		Filed herewith.

(1)		Incorporated by reference to Exhibit 10.1 of the Registrant’s Periodic Report on Form 10-QSB, filed with the Securities and Exchange Commission on May 7, 2008.

(2)		Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-k, filed with the Securities and Exchange Commission on March 5, 2008.

(3)		Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-k, filed with the Securities and Exchange Commission on March 5, 2008.

(4)		Incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-k, filed with the Securities and Exchange Commission on March 5, 2008.

(5)		Incorporated by reference to Exhibit 10.5 of the Registrant’s Periodic Report on Form 10-QSB, filed with the Securities and Exchange Commission on May 7, 2008.

(6)		Incorporated by reference to Exhibit 10.6 of the Registrant’s Periodic Report on Form 10-QSB, filed with the Securities and Exchange Commission on May 7, 2008.

(7)		Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-k, filed with the Securities and Exchange Commission on August 20, 2008.


(8)		Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-k, filed with the Securities and Exchange Commission on September 11, 2008.

(9)		Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-k, filed with the Securities and Exchange Commission on September 11, 2008.

(10)		Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-k, filed with the Securities and Exchange Commission on September 4, 2008.

(11)		Incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-k, filed with the Securities and Exchange Commission on September 4, 2008.

(12)		Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-k, filed with the Securities and Exchange Commission on September 4, 2008.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: October 31, 2008.


Biogold fuels corporation.
By:	/s/ Steve Racoosin
	Name:	Steve Racoosin
	Title:	Chief Executive Officer and Chairman of the Board of Directors

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:


Signature	Title	Date

/s/ Steve Racoosin Steve Racoosin	Chief Executive Officer (principal executive officer) and Chairman of the Board of Directors	October 31, 2008

/s/ Chris Barsness Chris Barsness	Chief Financial Officer (principal accounting and financial officer) & Secretary	October 31, 2008

EXHIBIT INDEX


Exhibit
Number		Description of Exhibit

	10.1	License Agreement between BioGold Fuels Corporation and Energy Dynamics Corporation International. (1)

	10.2	Senior Secured Promissory Note dated March 3, 2008 by and between BioGold Fuels Corporation and Heritage Holding Group, LLC. (2)

	10.3	Senior Secured Note Purchase Agreement dated March 3, 2008 by and between BioGold Fuels Corporation and Heritage Holding Group, LLC. (3)

	10.4	Security Agreement dated March 3, 2008 by and between BioGold Fuels Corporation and Heritage Holding Group, LLC. (4)

	10.5	Employment Agreement between Steve Racoosin and BioGold Fuels Corporation. (5)

	10.6	Employment Agreement between Chris Barsness and BioGold Fuels Corporation. (6)

	10.7	Harvey County Resource Recovery Agreement. (7)

	10.8	Professional Services Agreement with ICM, Inc. (8)

	10.9	Development Agreement with ICM, Inc. (9)

	10.10	Securities Purchase Agreement with Heritage dated September 2, 2008. (10)

	10.11	Amended Note with Heritage dated September 2, 2008. (11)

	10.12	Convertible Note with Heritage dated September 2, 2008. (12)

	31.1	Certification of the Registrant’s Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.#

	31.2	Certification of the Registrant’s Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.#

	32.1	Certification of the Registrant’s Principal Executive Officer pursuant to 18 U.S.C. § 1350.#

	32.2	Certification of the Registrant’s Principal Financial Officer pursuant to 18 U.S.C. § 1350.#


#		Filed herewith.

(1)		Incorporated by reference to Exhibit 10.1 of the Registrant’s Periodic Report on Form 10-QSB, filed with the Securities and Exchange Commission on May 7, 2008.

(2)		Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-k, filed with the Securities and Exchange Commission on March 5, 2008.

(3)		Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-k, filed with the Securities and Exchange Commission on March 5, 2008.

(4)		Incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-k, filed with the Securities and Exchange Commission on March 5, 2008.

(5)		Incorporated by reference to Exhibit 10.5 of the Registrant’s Periodic Report on Form 10-QSB, filed with the Securities and Exchange Commission on May 7, 2008.

(6)		Incorporated by reference to Exhibit 10.6 of the Registrant’s Periodic Report on Form 10-QSB, filed with the Securities and Exchange Commission on May 7, 2008.

(7)		Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-k, filed with the Securities and Exchange Commission on August 20, 2008.


(8)		Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-k, filed with the Securities and Exchange Commission on September 11, 2008.

(9)		Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-k, filed with the Securities and Exchange Commission on September 11, 2008.

(10)		Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-k, filed with the Securities and Exchange Commission on September 4, 2008.

(11)		Incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-k, filed with the Securities and Exchange Commission on September 4, 2008.

(12)		Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-k, filed with the Securities and Exchange Commission on September 4, 2008.

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Biogold Fuels CORP 10-Q