26 Jan 2018substantial holder notice● Neutral
Brio Capital Master Fund Ltd, Brio Capital Management LLC disclosed a new substantial MV Portfolios, Inc. shareholding (9.99% of votes).
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
8 Jan 2018auditor change▼ Bad
On January 2, 2018 the company dismissed MaloneBailey as auditor and appointed LBB & Associates to audit the year ended June 30, 2017. MaloneBailey's reports on the 2016 and 2015 years carried a going-concern warning, and the filing reports no disagreements and notes material weaknesses in internal controls disclosed in the April 2017 10-K. The filing does not state why the auditor was changed. The appointment covers the year ended June 30, 2017, which suggests the company's reporting was still behind (an inference).
2 Dec 2016securities registration● Neutral
MV Portfolios, Inc. filed notice of an exempt private placement.
2 Dec 2016capital raising announcement▼ BadMajor
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.
What it means for a shareholder
5.0m new shares at $0.060 to raise about $425,000. That's 10% dilution: every existing holder's slice gets 10% smaller. If you held $1,000 of shares (16,667 at the issue price), your slice goes from 0.0371% to 0.0333% of the company. To keep it you'd need 1,853 more shares - about $111 at the issue price.
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23 Nov 2016capital raising announcement▼ BadMajor
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.
What it means for a shareholder
5.6m new shares at $0.060 to raise about $225,000. That's 11% dilution: every existing holder's slice gets 11% smaller. If you held $1,000 of shares (16,667 at the issue price), your slice goes from 0.0371% to 0.0329% of the company. To keep it you'd need 2,084 more shares - about $125 at the issue price.
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20 Oct 2015securities registration● Neutral
MV Portfolios, Inc. filed notice of an exempt private placement.
17 Feb 2015late filing notice▼ Bad
MV Portfolios, Inc. notified the SEC that its quarterly report would be filed late.
18 Nov 2014quarterly activities report▼ Bad
MV Portfolios, Inc. reported a quarterly net loss of $11.5 million for the period ended 2014-09-30.
14 Nov 2014quarterly activities report▼ Bad
MV Portfolios, Inc. reported a quarterly net loss of $11.5 million for the period ended 2014-09-30.
10 Nov 2014substantial holder notice● Neutral
MELECHDAVID, INC, MELECHDAVID INC. RETIREMENT PLAN, MARK GROUSSMAN disclosed a new substantial MV Portfolios, Inc. shareholding (9.99% of votes).
5 Nov 2014substantial holder notice● Neutral
FROST GAMMA INVESTMENTS TRUST disclosed a new substantial MV Portfolios, Inc. shareholding (9.99% of votes).
31 Oct 2014capital raising announcement▼ Bad
On October 27, 2014 the company signed a 12-month consulting agreement with EraStar for investor communications and public relations: $25,000 a month, 400,000 common shares, and five-year warrants over 900,000 shares at $0.50, $1.00 and $2.00 (one third each), plus piggyback registration rights. It adds ongoing cost and dilution.
What it means for a shareholder
900,000 new shares at $0.500 to raise about $450,000. That's 5.1% dilution: every existing holder's slice gets 5.1% smaller. If you held $1,000 of shares (2,000 at the issue price), your slice goes from 0.0118% to 0.0112% of the company. To keep it you'd need 107 more shares - about $54 at the issue price.
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14 Oct 2014capital raising announcement▼ Bad
The company signed an engagement letter with Maxim Group on June 9, 2014 for general financial advisory and investment banking services, paying $5,000 a month (minimum six months) plus 1,000,000 common shares, issued October 9, 2014, and further pay on financings Maxim introduces. This filing was made about four months after the agreement date. Shareholders face the cost and the added shares.
14 Aug 2014security holder rights change● NeutralMajor
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.
11 Aug 2014agm notice● Neutral
MV Portfolios, Inc. shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
2 June 2014security holder rights change● NeutralMajor
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.
23 May 2014auditor change▼ Bad
The company (now filing as California Gold Corp.) dismissed Warren Averett as its auditor on May 21, 2014, only days after appointing it on May 9, 2014, and re-engaged MaloneBailey for the year ending June 30, 2014. Warren Averett issued no reports and the filing reports no disagreements. MaloneBailey's earlier report on the year to January 31, 2014 raised substantial doubt about the company's ability to continue as a going concern, and the filing notes a lack of an audit committee and of proper segregation of duties as a possible material weakness. The company also changed its fiscal year end to June 30 from January 31 on May 9, 2014. The filing does not state why the auditor was changed.
15 May 2014late filing notice▼ Bad
MV Portfolios, Inc. notified the SEC that its quarterly report would be filed late.
1 May 2014late filing notice▼ Bad
MV Portfolios, Inc. notified the SEC that its annual report would be filed late.
23 Apr 2014director interest notice● Neutral
Mv Patents, LLC became a MV Portfolios, Inc. company insider (initial ownership filing).
17 Apr 2014director interest notice● Neutral
Mvp Patents LLC became a MV Portfolios, Inc. company insider (initial ownership filing).
10 Apr 2014director interest notice● Neutral
William D Meadow became a MV Portfolios, Inc. CEO, Director, Chairman and company insider (initial ownership filing).
3 Apr 2014agm notice● Neutral
MV Portfolios, Inc. shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
18 Mar 2014director interest notice● Neutral
William D Meadow became a MV Portfolios, Inc. CEO, Director, Chairman and company insider (initial ownership filing).
10 Mar 2014director interest notice● Neutral
Shea Ralph became a MV Portfolios, Inc. CFO, Treasurer, Secretary and company insider (initial ownership filing).
10 Mar 2014asset acquisition disposition● NeutralMajor
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.
10 Mar 2014director interest notice● Neutral
David Rector became a MV Portfolios, Inc. Chief Operating Officer and company insider (initial ownership filing).
7 Mar 2014capital raising announcement● NeutralMajor
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).
18 Feb 2014securities registration● Neutral
MV Portfolios, Inc. filed notice of an exempt private placement.
10 Feb 2014business combination● NeutralMajor
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.