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.
(Exact name of small business issuer as specified in its charter)
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Nevada
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83-483725
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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10752 Deerwood P ark Blvd., S. Waterview II, Suite 100, Jacksonville, Florida 32256
(Address of principal executive offices)
(904) 586-8673
(Registrant's Telephone number)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Copies to: Harvey Kesner, Esq.
Sichenzia Ross Friedman Ference, LLP
61 Broadway, Suite 3200
New York, NY, 10006
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.03 Material Modification to Rights of Security Holders.
California Gold Corp. (the “Company”) previously issued $2,942,500 10% Senior Convertible Promissory Notes on February 7, 2014 (the “February Notes”) due May 8, 2014 and $1,017,500 10% Senior Convertible Promissory Notes on March 3, 2014 due June 1, 2014 (the “March Notes” and, together with the February Notes, the “Notes”). On May 30, 2014, the Company exercised its right as set forth in Section 1.04 of the Notes to extend the respective maturity dates of the Notes by 90 days. The other terms and conditions of the Notes remain unchanged.
Upon the Company’s filing of a Certificate of Designation of Series C Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada, all of the outstanding principal amount of, and accrued but unpaid interest on, the Notes shall automatically convert into shares of Series C Convertible Preferred Stock, at a post reverse split conversion price of $0.50 per share. The Company expects that it will file the Certificate of Designation following a shareholder vote to approve: (i) a 1 for 100 reverse stock split, (ii) an increase in its authorized preferred stock to 50,000,000 shares from 22,000,000 shares, (iii) a new 2014 equity incentive plan and (iv) a name change to MVP Portfolios, Inc.
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.
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California Gold Corp.
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Date: May 30, 2014
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By: /s/ Shea Ralph
Name: Shea Ralph
Title: Chief Financial Officer
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