sc13g_72033.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Money4Gold Holdings, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

60936N102
(CUSIP Number)

 
December 31, 2009
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o
 Rule 13d-1(b)
o
 Rule 13d-1(c)
þ
 Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
CUSIP No. 60936N102
13G
Page 2 of  4 Pages
 
1
 
 
 
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Republic Metals Corporation
Jason Rubin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
(a)
   o  
 
(b)
   o  
3
 
SEC USE ONLY
4
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
 
                              
NUMBER OF
5
SOLE VOTING POWER
54,727  (1)
 
SHARES
BENEFICIALLY
OWNED BY
6
SHARED VOTING POWER
10,000,000  (2)
 
EACH
REPORTING
PERSON
7
SOLE DISPOSITIVE POWER
54,727  (1)
 
WITH
 
 
8
SHARED DISPOSITIVE POWER
10,000,000  (2)
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,054,727
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
     o  
       
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%(2)
 
12
 
 
TYPE OF REPORTING PERSON*
 
IN - Individual
 
(1)  
Consisting of 54,727 options to purchase common stock.
(2)  
Consisting of 10,000,000 shares of common stock owned by Republic Metals Corporation in which Mr. Rubin shares control with his father.
 
 
CUSIP No. 60936N102
13G
Page 3of 4 Pages
 
ITEM 1.

(a)
Name of Issuer: Money4Gold Holdings, Inc.
(b)
Address of Issuer’s Principal Executive Offices: 595 South Federal Highway, Suite 600, Boca Raton, Florida 33432

ITEM 2.
 
(a)
Name of Person Filing: (1) Republic Metals Corporation  (2) Jason Rubin
(b)
Address of Principal Business Office or, if none, Residence: 12900 NW 38th Avenue, Miami, Florida 33054
(c)
Citizenship: United States of America
(d)
Title of Class of Securities: Common Stock
(e)    CUSIP Number: 60936N102
 
ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO §§240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

Not Applicable.

ITEM 4.
OWNERSHIP
 
See Item 5 through 9 and 11 of cover page.
 
ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

Not Applicable.

ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Not Applicable.

ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not Applicable.

ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not Applicable.

ITEM 9.
NOTICE OF DISSOLUTION OF GROUP.

Not Applicable.

ITEM 10.
CERTIFICATION
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
CUSIP No. 60936N102
13G
Page 4 of 4 Pages

 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date: February 16, 2010
By:
/s/  Jason Rubin  
    Jason Rubin