Attached files
| file | filename |
|---|---|
| EX-10.4 - MV Portfolios, Inc. | v208175_ex10-4.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
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 13,
2011
|
|
CALIFORNIA GOLD
CORP.
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Nevada
|
333-134549
|
83-483725
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
c/o Gottbetter & Partners, LLP, 488 Madison
Avenue, 12th Floor, New York, NY
10022
|
|
(Address
of principal executive
offices) (Zip
Code)
|
|
(212) 400-6900
|
|
(Registrant’s
telephone number, including area
code)
|
|
Not Applicable
|
|
(Former
name or former address, if changed since last
report)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Explanatory
Note:
This
current report on Form 8-K/A is being filed to amend the current report on Form
8-K filed by the Registrant on December 30, 2010 with the Securities and
Exchange Commission (the “December Current Report”). This amendment
reports a second closing of the private placement offering of the Registrant’s
Units described under Item 3.02 of the December Current Report. The
remainder of the information contained in the December Current Report (including
the definitions therein) is incorporated herein by reference and not amended
hereby.
|
Item
3.02
|
Unregistered
Sale of Equity Securities.
|
On
January 13, 2011, the Registrant held a second closing of the Offering pursuant
to which the Registrant sold an additional 3,000,000 Units for a total price of
$75,000. As described in the December Current Report, each Unit
consists of one share of the Company’s Common Stock and an 18-month Warrant to
purchase one-half share of the Company’s Common Stock at an exercise price of
$.12 per whole share. As of January 13, 2011, the Registrant sold a
total of 61,478,258 Units for a total price of $1,536,956.45.
|
Item
9.01
|
Financial
Statements and Exhibits
|
(d)
Exhibits
|
Exhibit No.
|
Exhibit
Description
|
|
99.1*
|
Press
Release issued on December 28, 2010
|
|
10.1*
|
Form
of Subscription Agreement with respect to the Common Stock of the
Registrant and each Investor in the Offering.
|
|
10.2*
|
Form
of Warrant issued to each Investor in the Offering.
|
|
10.3*
|
Form
of Subscription Agreement with respect to the Series A Convertible Stock
of the Registrant issued to each Investor in the
Offering.
|
|
10.4
|
Certificate
of Amendment to Amended and Restated Articles of
Incorporation.
|
|
10.5*
|
Certificate
of Designation.
|
|
10.6*
|
Subscription
Agreement Addendum.
|
|
________
|
|
|
*Filed
with the Securities and Exchange Commission on December 22, 2010, as an
exhibit to the Registrant’s current report on Form
8-K.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| CALIFORNIA GOLD CORP. | |||||
| Date: |
January 14,
2011
|
By:
|
/s/ James D. Davidson | ||
| Name: | James D. Davidson | ||||
| Title: | President | ||||