MVPI / MV Portfolios Inc. - Документы SEC, Годовой отчет, Доверенное заявление

MV PORTFOLIOS, INC. 10-K

10-K 1 mvpi-10k063017.htm ANNUAL REPORT U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended: June 30, 2017 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-54706 MV

MVPI / MV Portfolios Inc. / Brio Capital Master Fund Ltd. - SCHEDULE 13G Passive Investment

SC 13G 1 sc13g0118briomvportfolio.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 MV PORTFOLIOS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 553879107 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 mvpi-8k010218.htm CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 2, 2018 MV PORTFOLIOS, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54706 83-0483725 (State or Other Jurisdiction of Incorpo

Letter dated January 5, 2018 from MaloneBailey, LLP to the Securities and Exchange Commission.

MV Portfolios, Inc. 8-K Exhibit 16.1 January 5, 2018 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 We have read the statements under Item 4.01 of the Current Report on Form 8-K of MV Portfolios, Inc. to be filed with the Securities and Exchange Commission on or about January 5, 2018. We agree with all statements pertaining to us. We have no basis on which to agree

MVPI / MV Portfolios Inc. FORM 10-Q (Quarterly Report)

Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2015 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54706 MV P

MVPI / MV Portfolios Inc. FORM 10-K (Annual Report)

10-K 1 mvp10k.htm FORM 10-K U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended: June 30, 2016 OR o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-54706 MV PORTFOLIOS,

MVPI / MV Portfolios Inc. FORM 10-Q (Quarterly Report)

10-Q 1 mvp10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Num

MVPI / MV Portfolios Inc. FORM 10-Q (Quarterly Report)

Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54706 MV PORT

MVPI / MV Portfolios Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54706 MV PORTFOLIOS, IN

MVPI / MV Portfolios Inc. FORM 10-Q (Quarterly Report)

Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2014 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54706 MV P

MVPI / MV Portfolios Inc. FORM 10-K (Annual Report)

Form 10-K U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended: June 30, 2015 OR o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-54706 MV PORTFOLIOS, INC. (Exact name o

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 mvpi-8k120216.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of Earliest Event Reported): DECEMBER 2, 2016 (November 29, 2016) MV Portfolios, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54706 83-0483725 (Sta

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 mvpi-8k112316.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of Earliest Event Reported): November 23, 2016 (November 17, 2016) MV Portfolios, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 000-54706 83-0483725 (St

Form of Right to Shares Agreement

EX-10.2 5 ex10-2.htm FORM OF RIGHT TO SHARES AGREEMENT MV Portfolios, INC. 8-K Exhibit 10.2 RIGHT TO SHARES AGREEMENT This Right to Shares Agreement, dated and effective as of November , 2016 (this “Agreement”) constitutes an agreement between MV Portfolios, Inc., a Nevada corporation (the “Company”) and (the “Holder”). WHEREAS, on November , 2016, the Company entered a Securities Purchase Agreeme

Form of Securities Purchase Agreement

MV Portfolios, INC. 8-K Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of November , 2016, between MV Portfolios, Inc., a Nevada corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a ?Purchaser? and collectively, the ?Purchasers?). PREAMBLE WHERE

Form of November 2016 Warrant to Purchase Common Stock (8)

MV Portfolios, INC. 8-K Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT

Certificate of Designation of Series E Convertible Preferred Stock (8)

EX-3.1 2 ex3-1.htm CERTIFICATE OF DESIGNATION OF THE SERIES E CONVERTIBLE PREFERRED STOCK MV Portfolios, INC. 8-K Exhibit 3.1 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES E CONVERTIBLE PREFERRED STOCK OF MV PORTFOLIOS, INC. The undersigned, Chief Executive Officer of MV Portfolios, Inc. a Nevada corporation (the “Corporation”), DOES HEREBY CERTIFY that the following

MVPI / MV Portfolios Inc. NT 10-Q - - NT 10-Q

NT 10-Q 1 mvp12b-25dec312014.htm NT 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-34643 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K T Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2014 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Tran

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 clgl8kjan122015.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2015 MV PORTFOLIOS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 0-54706 83-0483725 (State or other jurisdiction of in

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 clgl8knov182014.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2014 MV PORTFOLIOS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 0-54706 83-0483725 (State or other jurisdiction of i

10752 Deerwood Park Blvd, Suite 100 Jacksonville, FL 32256

EX-99.1 2 ex99-1.htm PRESS RELEASE Exhibit 99.1 10752 Deerwood Park Blvd, Suite 100 Jacksonville, FL 32256 www.mvportfolios.com FOR IMMEDIATE RELEASE MV PORTFOLIOS PROVIDES SHAREHOLDER UPDATE JACKSONVILLE, Florida – MarketWired - November 18, 2014 – Today, MV Portfolios, Inc. (OTCQB: MVPI) (“MVP” or the “Company”), a Jacksonville based intellectual property investment, development and licensing co

MVPI / MV Portfolios Inc. / Groussman Mark - SCHEDULE 13-G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) MV PORTFOLIOS, INC.

MVPI / MV Portfolios Inc. / Frost Gamma Investments Trust - SCHEDULE 13G Passive Investment

SC 13G 1 frost13gmvportfolios.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) MV PORTFOLIOS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 553879107 (CUSIP Nu

COMMON STOCK PURCHASE WARRANT MV PORTFOLIOS, INC.

Exhibit 10.2 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISPOSITION THEREOF. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

8-K 1 clgl8koct272014.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2014 MV PORTFOLIOS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 0-54706 83-0483725 (State or other jurisdiction of in

ERASTAR CONSULTING AGREEMENT

Exhibit 10.1 ERASTAR CONSULTING AGREEMENT This Consulting Agreement (the "Agreement") effective as of October 27, 2014 is entered into by and between MY Portfolios, Inc., a Nevada corporation, located at 10752 Deerwood Park Blvd., Jacksonville, Fl 32256 (herein referred to as the "Company") and EraStar Inc., a Nevada corporation located at 11411 Southern Highlands Parkway, Suite 160, Las Vegas NV

MVPI / MV Portfolios Inc. / Brauser Michael - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) MV Portfolios, Inc. (Name of Issuer) COMMON STOCK, $.001 PAR VALUE (Title of Class of Securities) 553879107 (CUSIP Number) October 6, 2014 (Date of Event which Requires Filing of this State

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2014 MV PORTFOLIOS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 0-54706 83-0483725 (State or other jurisdiction of incorporation) (Commission File Numbe

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2014 MV PORTFOLIOS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 0-54706 83-0483725 (State or other jurisdiction of incorporation) (Commission File Number) (

EX-99.1

EX-99.1 2 ex99-1.htm INVESTOR PRESENTATION OF MV PORTFOLIOS, INC. Exhibit 99.1

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Exhibit 99.2 Executive Summary: MVP’s business consists of uncovering and monetizing academic innovations. MVP focuses on Intellectual Property (IP) in the mobile device, smart object, sensors and location based services space. The top 500 Universities around the world collectively receive over $100 billion in grants annually for research that frequently leads to commercially viable IP that is eit

INDEMNIFICATION PROVISIONS

Exhibit 10.1 June 9, 2014 Mr. Billy Meadow President MV Portfolios, Inc. I 0752 Deerwood Park, Suite 100 Jacksonville, FL 32256 Dear Mr. Meadow: We are pleased that MV Portfolios, Inc. ("MV" or the "Company") has decided to retain Maxim Group LLC ("Maxim") to provide general financial advisory and investment banking services to the Company as set forth herein. This letter agreement ("Agreement'')

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2014 MV PORTFOLIOS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 0-54706 83-0483725 (State or other jurisdiction of incorporation) (Commission File Num

EX-99.1

EX-99.1 2 ex99-1.htm Exhibit 99.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 sept220148k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANG E COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 26, 2014 Commission File Number: 000-54706 MV Portfolios, Inc. (Exact name of small business issuer as specified in its charter) Nevada 83-483725

CERTIFICATE OF DESIGNATION OF PREFERENCES,

EX-3.3 4 ex33.htm SERIES C CERTIFICATE OF DESIGNATION Exhibit 3.3 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK OF MV PORTFOLIOS, INC. The undersigned, Chief Executive Officer of MV Portfolios, Inc., a Nevada corporation (the “Corporation”), DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of

CERTIFICATE OF DESIGNATION, PREFERENCES

Exhibit 3.2 CERTIFICATE OF DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF SERIES B CONVERTIBLE PREFERRED STOCK OF MV PORTFOLIOS, INC. Pursuant to Sections 78.195 and 78.1955 of the Nevada Revised Statutes MV Portfolios, Inc., (formerly known as California Gold Corp.) a Nevada corporation (the “Company”), c

Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations

EX-3.1 2 ex31.htm CERTIFICATE OF AMENDMENT Exhibit 3.1 Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. The name of the Corporation is: California Gold Corp. 2. The articles have been amended as follows (provide article numbers, if available): FIRST: The Name of the corporation is: MV Portfolios, I

CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES D CONVERTIBLE PREFERRED STOCK MV PORTFOLIOS, INC.

EX-3.4 5 ex34.htm SERIES D CERTIFICATE OF DESIGNATION Exhibit 3.4 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK OF MV PORTFOLIOS, INC. The undersigned, Chief Executive Officer of MV Portfolios, Inc., a Nevada corporation (the “Corporation”), DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of

NOTE AMENDMENT

EX-10.1 2 ex10-1.htm FORM OF NOTE AMENDMENT Exhibit 10.1 NOTE AMENDMENT This Amendment, dated as of 2014 (this “Amendment”), by and between California Gold Corp. (the “Company”) and the investor set forth on the signature page hereto (the “Noteholder”), has been executed for the purpose of amending that certain 10% Convertible Promissory Note issued by the Company to the Noteholder on February 7,

Material Modification to Rights of Security Holders, Financial Statements and Exhibits

8-K 1 clgl8kaugust122014.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANG E COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 11, 2014 Commission File Number: 000-54706 California Gold Corp. (Exact name of small business issuer as specified in its charter) Nevada 8

MVPI / MV Portfolios Inc. DEF 14A - -

DEF 14A 1 clgldef14aaugust2014.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definit

MVPI / MV Portfolios Inc. PRER14A - - REVISED PRE 14A, AMENDMENT 6

PRER14A 1 clglprer14aa6july2014.htm REVISED PRE 14A, AMENDMENT 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 20549 SCHEDULE 14A AMENDMENT NO. 6 (Rule 14a-101) Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(

MVPI / MV Portfolios Inc. CORRESP - -

July 25, 2014 Via E-mail US Securities and Exchange Commission Office of Beverages, Apparel, and Mining 100 F Street, NE Washington, DC 20549 Att: John Reynolds Assistant Director RE: California Gold Corp.

Material Modification to Rights of Security Holders - FORM 8-K

UNITED STATES SECURITIES AND EXCHANG E COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 30, 2014 Commission File Number: 000-54706 California Gold Corp.

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant -

UNITED STATES SECURITIES AND EXCHANG E COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 21, 2014 Commission File Number: 000-54706 California Gold Corp.

May 22, 2014

EX-16.1 2 ex16-1.htm LETTER RE CHANGE IN CERTIFYING ACCOUNTANT FROM WARREN AVERETT LLC Exhibit 16.1 May 22, 2014 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: California Gold Corp. Commission File #000-54706 To Whom It May Concern: We have read the statements that we understand California Gold Corp. will include under Item 4.01 of the Form 8-K report it will file

- THIS IS A NT 10-Q ATTACHMENT FILE IN HTM FORMAT.

OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response .

May 9, 2014

EX-16.1 2 ex16-1.htm LETTER OF MALONEBAILEY, LLP DATED MAY 9, 2014 Exhibit 16.1 May 9, 2014 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 We have read Item 4.01 included in the Form 8-K dated May 8, 2014 of California Gold Corp. to be filed with the Securities and Exchange Commission and are in agreement with the statements related to o

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 clgd8kmay92014.htm UNITED STATES SECURITIES AND EXCHANG E COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 9, 2014 Commission File Number: 000-54706 Calif ornia Gold Corp. (Exact name of small business issuer as specified in its charter) Nevada (State or other j

- LATE FILING NOTIFICATION

OMB APPROVAL OMB Number: 3235-0058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

- REVISED PRELIMINARY SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 20549 SCHEDULE 14A AMENDMENT NO. 5 (Rule 14a-101) Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Mate

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CORRESP 1 filename1.htm April 24, 2014 Via E-mail US Securities and Exchange Commission Office of Beverages, Apparel, and Mining 100 F Street, NE Washington, DC 20549 Att: John Reynolds Assistant Director RE: California Gold Corp. Revised Preliminary Proxy Statement on Schedule 14A Filed April 3, 2014 File No. 000-54706 Dear Mr. Reynolds: As an initial matter, to assist in analyzing the below resp

JOINT FILING AGREEMENT

EX-99.1 2 ex99-1.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $.001 par value per share of California Gold Corp., and furt

MVPI / MV Portfolios Inc. / Meadow William D - SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CALIFORNIA GOLD CORP. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 130255102 (CUSIP Number) William Meadow C/o California Gold Corp. 10752 Deerwood Park Blvd. S. Waterview II, Suite 100 Jacksonville, FL 32256 (Name, address and telephone number of person authorized to re

- SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A AMENDMENT NO . 4 (Rule 14a-101) Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement o Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6

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CORRESP 1 filename1.htm VIA EDGAR AND EMAIL April 3, 2014 United States Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Attn: John Reynolds, Assistant Director Re: California Gold Corp. Revised Preliminary Proxy Statement on Schedule 14A Filed March 11, 2014 File No. 000-54706 Dear Mr. Reynolds: On behalf of our client, California Gold Corp. (the “Company”),

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EX-99.1 2 ex99-1.htm INVESTOR PRESENTATION OF CALIFORNIA GOLD CORP. Exhibit 99.1 -1- -2- -3- -4- -5- -6- -7- -8- -9- -10- -11- -12- -13- -14- -15- -16-

Regulation FD Disclosure - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2014 CALIFORNIA GOLD CORP. (Exact Name of Registrant as Specified in Charter) Nevada 0-54706 83-0483725 (State or other jurisdiction of incorporation) (Commission File Numbe

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2014 CALIFORNIA GOLD CORP. (Exact Name of Registrant as Specified in Charter) Nevada 0-54706 83-0483725 (State or other jurisdiction of incorporation) (Commission File Numbe

Visual Real Estate, Inc. Files Patent Infringement Lawsuit Against Google Inc.

EX-99.1 2 ex99-1.htm PRESS RELEASE DATED MARCH 17, 2014 Exhibit 99.1 Visual Real Estate, Inc. Files Patent Infringement Lawsuit Against Google Inc. Jacksonville, Florida – (MARKETWIRE) – March 17, 2014 – Visual Real Estate, Inc., a wholly-owned subsidiary of California Gold Corp. (OTC QB: CLGL) and company founded by Jacksonville inventor and entrepreneur William Meadow, today announced that it ha

- SCHEDULE 14A AMENDMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 20549 SCHEDULE 14A AMENDMENT NO. 3 (Rule 14a-101) Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Check the appropriate box: þ Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement o Definitive Additional Materials o

- FORM 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2014 CALIFORNIA GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 000-54706 83-483725 (State or Other Jurisdiction of Incorporat

MV PATENTS, LLC (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS AS OF JUNE 30, 2013 AND JUNE 30, 2012 AND THE YEAR ENDED JUNE 30, 2013, AND THE PERIOD FROM JULY 11, 2011 (INCEPTION) THROUGH JUNE 30, 2012 AND THE PERIOD FROM JULY 11, 2011 (INCEPTIO

EX-99.1 3 ex99-1.htm AUDITED FINANCIAL STATEMENTS OF MV PATENTS, LLC AS OF JUNE 30, 2013 AND 2012 Exhibit 99.1 MV PATENTS, LLC (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS AS OF JUNE 30, 2013 AND JUNE 30, 2012 AND THE YEAR ENDED JUNE 30, 2013, AND THE PERIOD FROM JULY 11, 2011 (INCEPTION) THROUGH JUNE 30, 2012 AND THE PERIOD FROM JULY 11, 2011 (INCEPTION) THROUGH JUNE 30, 2013 MV PATENTS, LL

MV PATENTS, LLC AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS (COMPILED) AS OF DECEMBER 31, 2013 AND DECEMBER 31, 2012 AND THE SIX MONTHS ENDED DECEMBER 30, 2013 AND 2012 AND THE PERIOD FROM JULY 11, 2011 (INCEPTION)

Exhibit 99.3 MV PATENTS, LLC AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS (COMPILED) AS OF DECEMBER 31, 2013 AND DECEMBER 31, 2012 AND THE SIX MONTHS ENDED DECEMBER 30, 2013 AND 2012 AND THE PERIOD FROM JULY 11, 2011 (INCEPTION) THROUGH DECEMBER 31, 2013 MV PATENTS, LLC AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) TABLE OF CONTENTS Accountant’s compilation report

EX-10.1

Exhibit 3.1

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 clgl8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2014 CALIFORNIA GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 000-54706 83-0483725 (State or Other Jurisdiction of

- SCHEDULE 14A AMENDMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 20549 SCHEDULE 14A AMENDMENT NO. 2 (Rule 14a-101) Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Check the appropriate box: þ Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement o Definitive Additional Materials o

10% SENIOR CONVERTIBLE PROMISSORY NOTE California Gold Corp. DUE _______ __, 2014

Exhibit 4.1 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE 144 OR 144A THEREUNDE

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.4 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 7th day of February 2014 (the “Effective Date”), by and between California Gold Corp., a Nevada corporation headquartered at c/o Gottbetter & Partners, LLP, 488 Madison Avenue, 12th Floor, New York, New York 10022 and Shea Ralph, an individual residing at 4765 River

CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES D CONVERTIBLE PREFERRED STOCK CALIFORNIA GOLD CORP.

Exhibit 3.2 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK OF CALIFORNIA GOLD CORP. The undersigned, Chief Executive Officer of California Gold Corp., a Nevada corporation (the “Corporation”), DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of the Corporation by unanimous written consent on []

Form of February 2014 Broker Warrant to Purchase Common Stock (2)

Exhibit 4.2 Warrant Certificate No. NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STA

SUBSCRIPTION AGREEMENT

Exhibit 10.7 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of February , 2014, by and between CALIFORNIA GOLD CORP., a Nevada corporation (the “Company”), and the subscriber set forth on the signature page hereto (the “Subscriber”). WHEREAS, the Company intends to acquire, through a share exchange (the “MVP Acquisition”), a patent portfolio referred to as the “

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 7th day of February 2014 (the “Effective Date”), by and between California Gold Corp., a Nevada corporation headquartered at c/o Gottbetter & Partners, LLP, 488 Madison Avenue, 12th Floor, New York, New York 10022 and William D. Meadow, an individual residing at 454

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 clgl8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2014 California Gold Corp. (Exact name of registrant as specified in its charter) Nevada 000-54706 83-483725 (State or Other Jurisdiction o

CONSULTING AGREEMENT

Exhibit 10.5 CONSULTING AGREEMENT CONSULTING AGREEMENT dated as of February 7, 2014 (the “Agreement”) by and between David Rector (the “Consultant”) and California Gold Corp. (the “Company”). WHEREAS, the Company desires to engage the Consultant as the Company’s Chief Operating Officer (“COO”) to provide services to the Company that are ordinarily and customarily performed by a COO, and the Consul

CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES C CONVERTIBLE PREFERRED STOCK CALIFORNIA GOLD CORP.

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK OF CALIFORNIA GOLD CORP. The undersigned, Chief Executive Officer of California Gold Corp., a Nevada corporation (the “Corporation”), DOES HEREBY CERTIFY that the following resolutions were duly adopted by the Board of Directors of the Corporation by unanimous written consent on []

SECURITIES EXCHANGE AGREEMENT

Exhibit 10.1 SECURITIES EXCHANGE AGREEMENT This SECURITIES EXCHANGE AGREEMENT (this “Agreement”), dated as of February 7, 2014, is by and among California Gold Corp., a Nevada corporation (the “Parent”), MVP Portfolio, LLC, a Florida limited liability company (the “Company”), MV Patents, LLC, a Florida limited liability company ( “MVP”), and the other members of the Company (MVP and such other mem

SECURITIES PURCHASE AGREEMENT

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of January , 2014, and is entered into by and among California Gold Corp., a Nevada corporation (the “Company”), and the Buyer(s) set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively, the “Buyers”). WITNESSETH: WHEREAS, the Company and the Buyer(s) are e

LOCK-UP AGREEMENT

EX-10.6 11 clglex106.htm FORM OF LOCKUP AGREEMENT Exhibit 10.6 LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Agreement”) is made as of February , 2014 by and between the undersigned person or entity (the “Restricted Holder”) and California Gold Corp., a Nevada corporation (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Se

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2014 California Gold Corp. (Exact name of registrant as specified in its charter) Nevada 000-54706 83-483725 (State or Other Jurisdiction (Commission (I.R.S. Employer of I

- SCHEDULE 14A AMENDMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 20549 SCHEDULE 14A AMENDMENT NO. 1 (Rule 14a-101) Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Check the appropriate box: þ Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement o Definitive Additional Materials o

- SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant To Section 14(A) of the Securities Exchange Act of 1934 Check the appropriate box: þ Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement o Definitive Additional Materials o Soliciting Mater

- LATE FILING NOTIFICATION

OMB APPROVAL OMB Number: 3235-0058 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 clgl8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2013 California Gold Corp. (Exact name of registrant as specified in its charter) Nevada 000-54706 83-483725 (State or Other Jurisdiction

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of November , 2013, and is entered into by and among California Gold Corp., a Nevada corporation (the “Company”), and the Buyer(s) set forth on the signature pages affixed hereto (individually, a “Buyer” or collectively, the “Buyers”). WITNESSETH: WHEREAS, the Company and the Buyer(s) are

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2013 California Gold Corp. (Exact name of registrant as specified in its charter) Nevada 000-54706 83-483725 (State or Other Jurisdiction (Commission (I.R.S. Employer of

10% SENIOR CONVERTIBLE PROMISSORY NOTE California Gold Corp. DUE November __, 2015

EX-10.2 3 clglex102.htm 10% SENIOR CONVERTIBLE PROMISSORY NOTE Exhibit 10.2 EXHIBIT A THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S U

Form of November 2013 Warrant to Purchase Common Stock (10)

Exhibit 10.3 EXHIBIT B Warrant Certificate No. NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1

CALIFORNIA GOLD CORP. 61,623,782 Shares of Common Stock Offered by the Selling Shareholders 100,000,000 shares of Common Stock Offered by the Company

Filed Pursuant to Rule 424(b)(3) Registration No. 333-179466 CALIFORNIA GOLD CORP. Prospectus 61,623,782 Shares of Common Stock Offered by the Selling Shareholders 100,000,000 shares of Common Stock Offered by the Company This prospectus relates to the resale from time to time of up to 22,077,588 shares of our issued and outstanding common stock and up to 39,546,194 shares of our common stock issu

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May 22, 2013 Via EDGAR United States Securities and Exchange Commission Division of Corporate Finance Washington, D.

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May 9, 2013 VIA EDGAR AND EMAIL United States Securities and Exchange Commission Division of Corporate Finance Washington, D.

- AMENDMENT TO FORM S-1

As filed with the Securities and Exchange Commission on May 9, 2013 Registration No.

- FORM NT 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Notification of Late Filing SEC File Number: 000-54706 CUSIP Number: 130255102 (Check One) x Form 10-K and Form 10-KSB ¨ Form 11-K ¨ Form 20-F ¨ Form 10-Q and Form 10-QSB ¨ Form N-SAR For period ended January 31, 2013 ¨ Transition Report on Form 10-K and Form 10-KSB ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q and Form 10-QSB ¨ Transition Report on Form N-SAR For the transition period ended N/A Read Attached Instruction Sheet Before Preparing Form.

REVERSAL AGREEMENT

REVERSAL AGREEMENT AGREEMENT (this “Agreement”), dated as of August 8, 2007, by and between Cromwell Uranium Corp.

- FORM S-1/A

S-1/A 1 v341309s1a.htm FORM S-1/A As filed with the Securities and Exchange Commission on April 15, 2013 Registration No.: 333-179466 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 7 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CALIFORNIA GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 1000 83-0483725 (State or oth

California Gold Corp. 6830 Elm Street McLean, VA

EX-10.22 13 v341309ex10-22.htm EXHIBIT 10.22 California Gold Corp. 6830 Elm Street McLean, VA Strictly Private & Confidential October 5, 2010 Mr. Richard Redfern President & CEO Mexivada Mining Corp. #1018 - 475 Howe Street Vancouver, B.C. Canada V6C 2B3 Re: Binding Offer Dear Richard: On behalf of California Gold Corp. (hereinafter referred to as “California Gold” or “CLGL”), we submit to you the

CONSULTING AGREEMENT

CONSULTING AGREEMENT CONSULTING AGREEMENT dated as of January 28, 2011 (the “Agreement”) by and between James D.

CANCELLATION AGREEMENT

CANCELLATION AGREEMENT CANCELLATION AGREEMENT, dated December 22, 2010 (this “Agreement”), by and among, California Gold Corp.

CONSULTING AGREEMENT

EX-10.18 10 v341309ex10-18.htm EXHIBIT 10.18 CONSULTING AGREEMENT CONSULTING AGREEMENT dated as of January 17, 2011 (the “Agreement”) by and between George Duggan (the “Consultant”) and California Gold Corp. (the “Company”). WHEREAS, the Company desires to engage the Consultant as the Company’s Chief Operating Officer (“COO”) and to provide services to the Company that are ordinarily and customari

Strictly Private & Confidential

Strictly Private & Confidential May 2, 2011 Adam S. Gottbetter Gottbetter & Partners, LLP 488 Madison Avenue, 12th Floor New York, NY 10022 Re: Service Agreement Dear Adam: This letter is to acknowledge that on December 22, 2010, Gottbetter & Partners, LLP (“G&P”) received from California Gold Corp. (“CLGL”) $100,000 in cash, as settlement in full of the attached G&P invoices totaling $257,665 (th

Registration Rights Agreement

Registration Rights Agreement This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of July 11, 2007 (the “Effective Date”) between Cromwell Uranium Corp.

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CORRESP 1 filename1.htm April 15, 2013 VIA EDGAR FILING United States Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Attn: John Reynolds, Assistant Director Re: Re: California Gold Corp. Amendment No. 5 to Registration Statement on Form S-1 Filed March 7, 2013 Amendment No. 6 to Registration Statement on Form S-1 Filed March 8, 2013 File No. 333-179466 Form

Incorporated Communications Services 4515 Ocean View Blvd., Suite 305, La Cañada, CA 91011

Incorporated Communications Services 4515 Ocean View Blvd., Suite 305, La Cañada, CA 91011 January 1, 2011 ICS Services Agreement with California Gold Corp. Incorporated Communications Services, a California administrative services & communications corporation (“ICS”), hereby enters into a basic admin services agreement with California Gold Corp. (the “Company”) whose CEO is James Dale Davidson II

PROPERTY OPTION AGREEMENT

PROPERTY OPTION AGREEMENT THIS PROPERTY OPTION AGREEMENT is made effective as of the 11th day of February, 2011 (the ”Effective Date”) AMONG: MEXIVADA MINING CORP.

P1177 AN AGREEMENT FOR A HELICOPTER-BORNE GEOPHYSICAL SURVEY IN MEXICO California Gold Corporation 4515 Ocean View Blvd., Suite 305 La Cañada, CA 91011 MPX Geophysics Ltd. 25 Valleywood Drive, Unit # 14 Markham, ON, L3R 5L9, CANADA Tel.: 905-947-1782

P1177 AN AGREEMENT FOR A HELICOPTER-BORNE GEOPHYSICAL SURVEY IN MEXICO for: California Gold Corporation 4515 Ocean View Blvd.

Reversal Loan Promissory Note

Reversal Loan Promissory Note $557,927.30 August 8, 2007 FOR VALUE RECEIVED, CROMWELL URANIUM HOLDINGS, INC., an Arizona corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of CROMWELL URANIUM CORP., a Nevada corporation (hereinafter called the “Lender”), c/o Gottbetter & Partners LLP, 488 Madison Avenue, 12th Floor, New York, New York 10022, the principal sum of F

REVERSAL LOAN AND CONTROL SHARE PLEDGE AND SECURITY AGREEMENT

REVERSAL LOAN AND CONTROL SHARE PLEDGE AND SECURITY AGREEMENT THIS REVERSAL LOAN AND CONTROL SHARE PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made this 8th day of August, 2007, by and among CROMWELL URANIUM HOLDINGS, INC.

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April 15, 2013 VIA EDGAR AND EMAIL United States Securities and Exchange Commission Division of Corporate Finance Washington, D.

CONSULTING AGREEMENT

CONSULTING AGREEMENT CONSULTING AGREEMENT dated as of October 15, 2010 (the “Agreement”) by and between Edward Karr, an individual (the “Consultant”), and California Gold Corp.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

AGREEMENT This agreement (the “Agreement”) is made and entered into by and between American Strategic Minerals Corporation (“Amicor”) and California Gold Corp.

- AMENDMENT TO FORM S-1

As filed with the Securities and Exchange Commission on March 8, 2013 Registration No.

LOAN AGREEMENT

LOAN AGREEMENT THIS LOAN AGREEMENT (this “Agreement”) is made this day of , 20 by and between California Gold Corp.

CALIFORNIA GOLD CORP. [FORM OF] WARRANT TO PURCHASE COMMON STOCK

Warrant Certificate No. A- [For Reg. D Purchasers — NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLE

California Gold Corp. 10% PROMISSORY NOTE

EX-4.5 4 v337248ex4-5.htm EXHIBIT 4.5 THE ISSUANCE AND SALE OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (II) AN OPINION OF COUNSEL, IN A FORM REASON

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT California Gold Corp. 4515 Ocean View Blvd., Suite 305 La Cañada, CA 91011 This Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth in the signature page attached hereto (the “Subscriber”) in connection with the purchase by the Subscriber in the private placement offering (the “Offering”) of California Gold Corp., a Nevada Corporation (the

STOCK OPTION AGREEMENT CALIFORNIA GOLD CORP.

STOCK OPTION AGREEMENT CALIFORNIA GOLD CORP. THIS AGREEMENT is entered into as of the day of (the “Date of Grant”) BETWEEN: CALIFORNIA GOLD CORP., a company incorporated pursuant to the laws of the State of Nevada, of 4515 Ocean View Blvd., Suite 305, La Canada, CA 91011 (the “Company”) AND: (the “Optionee”) WHEREAS: A. The Board of Directors of the Company (the “Board”) has approved and adopted t

SUBSCRIPTION AGREEMENT

EX-10.13 15 v337248ex10-13.htm EXHIBIT 10.13 SUBSCRIPTION AGREEMENT California Gold Corp. 6830 Elm Street McLean, Virginia 22101 This Preferred Stock Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth in the signature page attached hereto (the “Subscriber”) in connection with the private placement offering (the “Offering” or the “PPO”) of a minimum of 40,000,00

EX-10.26

EXHIBIT 10.26

CALIFORNIA GOLD CORP. CONVERTIBLE PROMISSORY NOTE

EX-4.6 5 v337248ex4-6.htm EXHIBIT 4.6 NEITHER THE ISSUANCE AND SALE OF THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE

- AMENDMENT TO FORM S-1

As filed with the Securities and Exchange Commission on March 7, 2013 Registration No.

AMENDMENT TO PROMISSORY NOTES

AMENDMENT TO PROMISSORY NOTES WHEREAS, California Gold Corp., a Nevada corporation (the “Obligor”), issued those Promissory Notes (the “Notes”) listed on the attached Schedule A to (the “Payee”); and WHEREAS, the Obligor and the Payee wish to amend the Notes to require their mandatory conversion, without interest, at a conversion price of $0.025 per share (the “Conversion Price”) upon the initial

SUBSCRIPTION AGREEMENT

EX-10.12 14 v337248ex10-12.htm EXHIBIT 10.12 EXHIBIT 10. SUBSCRIPTION AGREEMENT California Gold Corp. 6830 Elm Street McLean, Virginia 22101 This Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth in the signature page attached hereto (the “Subscriber”) in connection with the private placement offering (the “Offering” or the “PPO”) of a minimum of 40,000,000 sh

LOAN AGREEMENT

LOAN AGREEMENT THIS LOAN AGREEMENT (this "Agreement") is made this day of , 2009 by and between California Gold Corp.

California Gold Corp. 10% PROMISSORY NOTE

THE ISSUANCE AND SALE OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

Form of Investor Warrant Dated December, 2010 for purchase of Registrant’s common stock, with Schedule of Investors (9)

EX-4.7 6 v337248ex4-7.htm EXHIBIT 4.7 EXHIBIT 10. Warrant Certificate No. D- [For Reg. D Purchasers — NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOL

LOAN AGREEMENT

LOAN AGREEMENT THIS LOAN AGREEMENT (this “Agreement”) is made this 16th day of September, 2010 by and between California Gold Corp.

California Gold Corp. PROMISSORY NOTE

NEITHER THE ISSUANCE AND SALE OF THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

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CORRESP 1 filename1.htm March 7, 2013 VIA EDGAR AND EMAIL United States Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Attn: John Reynolds, Assistant Director Re: California Gold Corp. Amendment No. 4 to Registration Statement on Form S-1 Filed February 12, 2013 File No. 333-179466 Form 10-K for the Fiscal year Ended January 31, 2012 Filed May 2, 2012 File

STATEMENTS:

TEMPORARY OCCUPANCY AGREEMENT FOR MINING EXPLORATION BY JESUS ARMANDO NAVARRO BUSTAMANTE, by his own right, (HEREINAFTER the “LAND OWNER") AND CALGOLD de Mexico S DE R.

EX-4.6

EX-4.6 2 v334556ex4-6.htm EXHIBIT 4.6 California Gold Corp. EXHIBIT 4.6 Schedule to Exhibits 4.2, 4.3, 4.4 and 4.5 Note: For the Exhibits listed in the first column below, only the form of instrument has been filed as an exhibit to the Registrant's Form S-1 registration statement. This Schedule provides detail as the the actual instruments issued under each of the forms filed as exhibits and lists

Form of Amendment to Promissory Note Agreement

California Gold Corp. EXHIBIT 10.11A Schedule to Exhibit 10.11 Note: For the Exhibit listed in the first column below, only the Form of Amendment to Promissory Note Agreement has been filed as an exhibit to the Registrant's Form S-1 registration statement. This Schedule provides detail as to the actual Amendments signed by the persons indicated below and lists the material details in which each su

CONSULTING AGREEMENT

CONSULTING AGREEMENT CONSULTING AGREEMENT dated as of January 18, 2011 (the “Agreement”) by and between Melechdavid Inc.

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February 12, 2013 VIA EDGAR AND EMAIL United States Securities and Exchange Commission Division of Corporate Finance Washington, D.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

AGREEMENT This agreement (the “Agreement”) is made and entered into by and between American Strategic Minerals Corporation (“Amicor”) and California Gold Corp.

- FORM S-1/A

As filed with the Securities and Exchange Commission on February 12, 2013 Registration No.

* Note to be repaid at the initial closing of a private placement to be conducted by the Registrant for the sale of 10,000,000 shares of Registrant's common stock at a price of $0.125 per share or an aggregate of $1,250,000.

EXHIBIT 10.10 California Gold Corp. Schedule to Exhibits 10.7, 10.8 and 10.9 Note: For the Exhibits listed in the first column below, only the form of loan agreement has been filed as an exhibit to the Registrant's Form S-1 registration statement. This Schedule provides detail as the the actual loan agreements executed under each of the forms filed as exhibits and lists the material details in whi

P1177 AN AGREEMENT FOR A HELICOPTER-BORNE GEOPHYSICAL SURVEY IN MEXICO California Gold Corporation 4515 Ocean View Blvd., Suite 305 La Cañada, CA 91011 MPX Geophysics Ltd. 25 Valleywood Drive, Unit # 14 Markham, ON, L3R 5L9, CANADA Tel.: 905-947-1782

EXHIBIT 10.26 P1177 AN AGREEMENT FOR A HELICOPTER-BORNE GEOPHYSICAL SURVEY IN MEXICO for: California Gold Corporation 4515 Ocean View Blvd., Suite 305 La Cañada, CA 91011 USA by: MPX Geophysics Ltd. 25 Valleywood Drive, Unit # 14 Markham, ON, L3R 5L9, CANADA Tel.: 905-947-1782 Fax.: 905-947-1784 E-mail: [email protected] November 4th, 2011 This AIRBORNE GEOPHYSICAL SURVEY AGREEMENT (which, to

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December 24, 2012 VIA EDGAR AND EMAIL United States Securities and Exchange Commission Division of Corporate Finance Washington, D.

- S-1/A

S-1/A 1 v330732s1a.htm S-1/A As filed with the Securities and Exchange Commission on December 24, 2012 Registration No.: 333-179466 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CALIFORNIA GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 1000 83-0483725 (State or other

California Gold Corp. PROMISSORY NOTE

NEITHER THE ISSUANCE AND SALE OF THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

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EX-10.27 6 v330732ex10-27.htm EXHIBIT 10.27 AGREEMENT This agreement (the “Agreement”) is made and entered into by and between American Strategic Minerals Corporation (“Amicor”) and California Gold Corp. (“California Gold”), effective as of March 19, 2012 (the “Effective Date”). WHEREAS, Amicor owns interests in each of the mining properties described on Exhibit A attached hereto (the “Amicor Prop

California Gold Corp. 10% PROMISSORY NOTE

EX-4.4 3 v330732ex4-4.htm EXHIBIT 4.4 THE ISSUANCE AND SALE OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (II) AN OPINION OF COUNSEL, IN A FORM REASON

MVPI / MV Portfolios Inc. / Honig Barry C Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) CALIFORNIA GOLD CORP.

- FORM NT 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Notification of Late Filing SEC File Number: 333-134549 CUSIP Number: 130255102 (Check One) ¨ Form 10-K and Form 10-KSB ¨ Form 11-K ¨ Form 20-F x Form 10-Q and Form 10-QSB ¨ Form N-SAR For period ended July 31, 2012 ¨ Transition Report on Form 10-K and Form 10-KSB ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q and Form 10-QSB ¨ Transition Report on Form N-SAR For the transition period ended N/A Read Attached Instruction Sheet Before Preparing Form.

CERTIFICATE OF DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF SERIES A CONVERTIBLE PREFERRED STOCK OF CALIFORNIA GOLD CORP. Pursuant to Sections 78.195 and 7

CERTIFICATE OF DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL AND OTHER SPECIAL RIGHTS AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF SERIES A CONVERTIBLE PREFERRED STOCK OF CALIFORNIA GOLD CORP.

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July 23, 2012 VIA EDGAR FILING United States Securities and Exchange Commission Division of Corporate Finance Washington, D.

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July 26, 2012 VIA EDGAR AND EMAIL United States Securities and Exchange Commission Division of Corporate Finance Washington, D.

- FORM S-1/A

S-1/A 1 v318933s1a.htm FORM S-1/A As filed with the Securities and Exchange Commission on July 26, 2012 Registration No.: 333-179466 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CALIFORNIA GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 1000 83-0483725 (State or othe

California Gold Corp. 6830 Elm Street McLean, VA

California Gold Corp. 6830 Elm Street McLean, VA Strictly Private & Confidential October 5, 2010 Mr. Richard Redfern President & CEOP Mexivada Mining Corp. #1018 - 475 Howe Street Vancouver, B.C. Canada V6C 2B3 Re: Binding Offer Dear Richard: On behalf of California Gold Corp. (hereinafter referred to as “California Gold” or “CLGL”), we submit to you the following binding offer (the “Binding Offer

CALIFORNIA GOLD CORP. WARRANT TO PURCHASE COMMON STOCK

EX-4.3 2 v312581ex4-3.htm EXHIBIT 4.3 Warrant Certificate No. NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSF

- FORM 8-A12G

8-A12G 1 v3125818a12g.htm FORM 8-A12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT 1934 California Gold Corp. (Exact name of registrant as specified in its charter) Nevada 333-134549 83-483725 (State or Other Jurisdiction (Commission (I.R.S. Employer

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 v3123298k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2012 CALIFORNIA GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 333-134549 83-483725 (State or Other Jurisdiction (Commiss

- NOTIFICATION OF LATE FILING

NT 10-K 1 v311294nt10k.htm NOTIFICATION OF LATE FILING SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 Notification of Late Filing SEC File Number: 333-134549 CUSIP Number: 130255102 (Check One) x Form 10-K and Form 10-KSB ¨ Form 11-K ¨ Form 20-F ¨ Form 10-Q and Form 10-QSB ¨ Form N-SAR For period ended January 31, 2012 ¨ Transition Report on Form 10-K and Form 10-KSB ¨ Transit

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2012 California Gold Corp. (Exact name of registrant as specified in its charter) Nevada 333-134549 83-483725 (State or Other Jurisdiction (Commission (I.R.S. Employer of In

EXHIBIT 99.2

EXHIBIT 99.2 California Gold Corp.: AuroTellurio Project - Second Update LA CANADA, Calif., March 20, 2012 /PRNewswire/ - California Gold Corp. (OTC BB: CLGL) ("California Gold" or, the "Company") recently announced that it is planning to start a drilling program at its AuroTellurio Project located near the town of Moctezuma in Sonora, Mexico. Diamond drilling operations, involving a total of 3,00

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 v3068328k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2012 California Gold Corp. (Exact name of registrant as specified in its charter) Nevada 333-134549 83-483725 (State or Other Jurisdiction (Comm

California Gold Corp. 4515 Ocean View Blvd., Suite 305 La Cañada, CA 91011 EXPLORATION DRILLING PROGRAM TO START AT California Gold Corp.’s AUROTELLURIO PROJECT

EXHIBIT 99.1 March 16, 2012 California Gold Corp. 4515 Ocean View Blvd., Suite 305 La Cañada, CA 91011 EXPLORATION DRILLING PROGRAM TO START AT California Gold Corp.’s AUROTELLURIO PROJECT LOS ANGELES, Calif. – California Gold Corp. (OTC BB: CLGL) (“California Gold” or, the “Company”) today announced it is scheduling an April 2012 start for an exploration drilling program at the Company’s AuroTell

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2012 CALIFORNIA GOLD CORP. (Exact name of registrant as specified in its charter) Nevada 333-134549 83-483725 (State or Other Jurisdiction (Commission (I.R.S. Employer of In

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As filed with the Securities and Exchange Commission on February 14, 2012 Registration No.

Registration Statement -

As filed with the Securities and Exchange Commission on February 10, 2012 Registration No.