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CALIFORNIA GOLD CORP. FILES (8-K) Disclosing Material Modification to Rights of Security Holders, Financial Statements and Exhibits

August 14, 2014



Item 3.03 Material Modification to Rights of Security Holders.

California Gold Corp. (the "Company") issued $2,942,500 10% Senior Convertible Promissory Notes on February 7, 2014 (the "February Notes") and $1,017,500 10% Senior Convertible Promissory Notes on March 3, 2014 (the "March Notes" and, together with the February Notes, the "Notes"). On August 11, 2014, the balance of the February Notes was reduced to $2,642,500 and on August 11, 2014 the Company and the holders of the February Notes and the holders of $992,500 of the March Notes agreed to extend the respective maturity dates of their Notes to November 2, 2014. Except for the amended maturity date the terms and conditions of the Notes remain unchanged and the Notes remain current and are not in default.

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 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 (on a 1 for 100 reverse split basis). The Company expects that it will file the Certificate of Designation effectuating: (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) its 2014 Equity Incentive Plan and (iv) a name change to MVP Portfolios, Inc. if approved by the shareholders of the Company.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. Exhibit No. Description 10.1 Form of Note Amendment



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Source: Edgar Glimpses


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