MV Portfolios, Inc.

A second closing on November 29, 2016 on the same terms as the November 17 deal: 10,000,000 common shares and warrants over 5,000,000 shares at $0.06 for $200,000 gross. 3,775,000 shares were issued now and 6,225,000 held back to keep an investor under 9.99% ownership. The placement agent gets 800,000 shares and 400,000 warrants. Together with the first closing, gross proceeds are $425,000 (calculated), with the same ratchet and penalty terms.

capital raising announcement

On November 17, 2016 the company agreed to sell 11,250,000 common shares with warrants over 5,625,000 shares at $0.06 for $225,000 gross, with 10,000,000 shares issued immediately and 1,250,000 held back to keep an investor under 9.99% ownership. The placement agent gets 900,000 shares and 450,000 warrants. The deal carries full-ratchet anti-dilution protection, a warrant price drop to $0.001 if the company is not current in its SEC reports within 120 days, and cash penalties for public information failures. On November 23, 2016 it also authorized 85,000 Series E preferred shares (1,000 votes each) to be sold to CEO William Meadow for $85, giving him voting power of 85,000,000 votes (calculated from the figures). The filing says the company is not yet current in its reporting, a gap since the 2014 late filings. The proceeds are for working capital.

capital raising announcement

On August 11, 2014 the February notes' balance was reduced to $2,642,500 (from $2,942,500; the filing does not say why), and holders of those notes and of $992,500 of the $1,017,500 March notes agreed to extend maturity to November 2, 2014. The notes are described as current and not in default, and still convert into Series C preferred at $0.50 post-split once the 1-for-100 reverse split, preferred increase, equity plan and name change are approved. The conversion is still waiting on a shareholder approval that has not yet been reported.

security holder rights change

On May 30, 2014 the company used its right to extend the maturity of its 10% convertible notes by 90 days (the $2,942,500 February notes were due May 8, 2014 and the $1,017,500 March notes June 1, 2014). Other terms are unchanged. The notes still convert into Series C preferred at $0.50 per share (post-split) once the Certificate of Designation is filed, which is expected to follow a shareholder vote on the 1-for-100 reverse split, the preferred increase to 50,000,000 shares, the 2014 equity plan and the name change to MVP Portfolios, Inc. This confirms the 100:1 ratio, and that the shareholder vote has not yet happened.

security holder rights change

This amendment adds financial information for the MV Portfolio acquisition and updates the February filing. It says the old mining assets and liabilities have NOT yet been transferred, and no agreement with Michael Baybak has been reached; the company now intends to put them in a new subsidiary and seek a buyer, with no assurance of finding one. This softens the February statement that the business would be split off to Baybak. The patent unit became a Florida corporation named Visual Real Estate, Inc. on March 6, 2014. The patent business's year to June 30, 2013 showed operating expenses of $886,877, and it has no technologies or operations of its own beyond asserting patents.

asset acquisition disposition

On March 3, 2014 the company held a second closing of the Series C convertible note placement, raising another $1,017,500 on the same terms as February (conversion at $0.50 post-split, 12-month most-favored-nations protection). The placement agent CAVU Securities received a $64,650 commission and warrants over 129,300 shares, plus a 250,000-share retainer. Together with the February closing the notes total $3,959,995 (calculated from the two figures); the conversion shares add to the share count (dilution is an inference).

capital raising announcement

On February 7, 2014 the company acquired MV Portfolio, LLC, a patent licensing and enforcement business, from its members for 9,385,000 post-reverse-split shares plus $625,000 cash to MV PAT and 10% of net proceeds from patent enforcement or sales. It plans to discontinue and split off its mining business to Michael Baybak, and to rename itself MVP Portfolio, Inc. Davidson and Baybak resigned; William Meadow became CEO and Chairman, Shea Ralph CFO, and David Rector COO. At the same time it raised $2,942,495 through 10% convertible notes that convert to Series C preferred at $0.50 post-split. A 1-for-100 reverse split, preferred increase to 50,000,000 shares and the name change await shareholder approval. This ends the AuroTellurio mining direction, subject to the split-off; the filing text is truncated, so further terms are not seen.

business combination

On November 15, 2013 the company sold $325,000 of 10% two-year convertible notes with warrants. The notes convert automatically into a to-be-authorized Series B preferred stock at $0.001 per share ($1.00 after a planned 1,000-to-1 reverse split), and the warrants cover 325,000 shares post-split at $1.00 for ten years. The company committed to authorize the Series B and carry out the reverse split; proceeds go to AuroTellurio project costs and working capital. Existing common holders face a large reverse split and dilution from conversion (the dilution is an inference).

capital raising announcement

Following an SEC letter dated February 28, 2011, the company disclosed that former auditor Davis Accounting Group's Utah licenses lapsed in 2008 and were revoked on November 4, 2010, so Davis was not duly licensed when it audited the years ended January 31, 2010 and 2009. The SEC therefore does not consider those financial statements audited. This undermines the re-audit planned in 2009 and leaves the financials needing a valid audit (the need for a new audit is an inference).

auditor change

On February 11, 2011 the company signed a property option agreement with Mexivada that replaces the October 2010 letter of intent, keeping the same terms: up to 80% of AuroTellurio for up to $3,000,000 of exploration over four years, $290,000 in cash and 1,650,000 shares. The company says it is no longer a shell company, that the minimum-financing condition was met by the December 2010 placement, and that it expects closing within sixty days, though closing still needs a surface rights agreement with the landowner.

material agreement

On December 23, 2010 the company closed a private placement of 58,478,258 units at $0.025 each, raising $1,461,956.45. 36,478,258 units carry common shares and 22,000,000 carry non-voting Series A convertible preferred shares, each with a warrant for half a common share at $0.125 exercisable for 18 months. It said it has finished due diligence and will proceed with the AuroTellurio acquisition, paying Mexivada the $15,000 non-refundable part of the down payment; this adds a large number of new shares for existing holders (dilution is an inference).

capital raising announcement

California Gold Corp. signed a binding letter of intent on October 7, 2010 with Mexivada Mining Corp. to earn an 80% interest in the AuroTellurio tellurium-gold-silver property in Sonora, Mexico. To earn it, the company must spend $3,000,000 on exploration over four years ($750,000 a year), pay $290,000 in cash in total and issue 1,650,000 restricted shares; closing requires it to raise enough capital for the first year's commitment. This is the first mining property named in the filings seen, after years with no operating assets stated.

material agreement

This amendment says the PCAOB revoked Moore & Associates' registration on August 27, 2009, so the company's financial statements for the year ended January 31, 2009 can no longer be relied on with that audit and must be re-audited. It plans to hire Davis Accounting Group to re-audit them and to file amended 10-K filings with the results. This builds on the August 2009 auditor change.

auditor change

Effective August 8, 2007 the parties unwound the merger, citing recent developments in public equity and debt markets and conditions in the mining industry, among other factors. Holdings went back to its former owner, the 31,000,000 shares were returned to the company, and Holdings owes $557,927.30 under a 9% note due November 15, 2007 secured by its assets. The company was renamed US Uranium Inc., the pre-merger holders regained control, and David Rector resumed all top officer roles; 25,193,002 shares are outstanding plus 1,190,000 warrants.

business combination

On July 11, 2007 the merger with Cromwell Uranium Holdings, a uranium exploration company, closed. Holdings' owner received 31,000,000 company shares, the debentures converted into 1,190,000 shares and 1,190,000 warrants, and Holdings' managers took four of five board seats. The original shell business was sold to Karen Law and Lyle Smith in exchange for their 44,450,000 shares, and the company said it plans a private offering of about $4.5 million.

asset acquisition disposition

Now named Cromwell Uranium Corp. (formerly Arbutus Resources), the company sold $545,000 of 9% convertible debentures on June 22, 2007 and lent the money to Cromwell Uranium Holdings, Inc. while negotiating a merger with it. The loan is secured by Holdings' stock, and a later private placement of units (up to $3.1 million including the debentures) is planned if the merger closes.

debt financing