MV Portfolios 10K/A 2010 Annual report (amended)

The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under FASB ASC Topic 718, Compensation- Stock Compensation, which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of such instruments over the vesting period.

Stock-based Compensation

The Company also adopted FASB ASC Topic 505-50, Equity Based Payment to Non-Employees, to account for equity instruments issued to parties other than employees for acquiring goods or services. Such awards for services are recorded at either the fair value of the consideration received or the fair value of the instruments issued in exchange for such services, whichever is more reliably measurable.

For the years ended January 31, 2010, and 2009, the Company did not issue any share-based payments to employees.

Concentration of Risk

As of January 31, 2010, and 2009, the Company maintained its cash account at one commercial bank. The account was subject to FDIC coverage.

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of January 31, 2010, and 2009, and expenses for the years ended January 31, 2010, and 2009, and cumulative from inception. Actual results could differ from those estimates made by management.

(2) Exploration Stage Activities and Going Concern

The Company is currently in the exploration stage and has engaged in limited operations. While management of the Company believes that it will be successful in its planned capital formation and operating activities, there can be no assurance that the Company will be successful in the development of its planned objectives and generate sufficient revenues to earn a profit or sustain the operations of the Company.

F-10

The Company’s activities through January 31, 2010, have been supported by equity financing. It has sustained losses in all previous reporting periods with a cumulative since inception loss of $1,243,680 as of January 31, 2010. Management continues to seek funding from its stockholders and other qualified investors to pursue its business plan. In the alternative, the Company may be amenable to a sale, merger, or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders.

The accompanying financial statements have been prepared in conformity with accounting principals generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has incurred an operating loss since inception and its cash resources are insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

(3) Correction of Disclosure in Notes to Financial Statements

As a result of the restatement of the financial statements as of and for the period ended January 31, 2008, management determined that the notes to the financial statements as of and for the periods ended January 31, 2010, and 2009, required restatement to present the disclosure of certain outstanding warrants to purchase shares of common stock that resulted from the conversion of certain convertible debentures into debenture units (see Note 5). Each debenture unit consisted of one share of common stock, and one detachable common stock purchase warrant. The correction of the disclosure in the notes to financial statements had no impact on the financial statements for the periods presented.

(4) Note Receivable

As of January 31, 2008, the Company recorded $557,927 of a note receivable – related party in the amount of $557,927, as a result of the Merger, and the subsequent merger reversal transaction. (See Note 9 for additional information).

Pursuant to the Reversal Agreement, Holdings agreed to repay the $535,500 bridge loan principal, plus certain expenses of $22,427.30, which the Company incurred in the Merger transaction, for a total amount of $557,927.30, to the Company, by delivering a promissory note (the “Reversal Note”) in the principal amount of $557,927.30. The Reversal Note was due on November 15, 2007, and bore interest of 9% per annum. The Reversal Note was secured by a perfected security interest and first priority lien on all of the assets of the former subsidiary, as well as by the deposit into escrow of all of the issued and outstanding shares of Holdings.

According to the terms of the Reversal Note, Holdings was to begin making consecutive monthly interest only payments of accrued interest commencing 30 days from the closing of the loan through the Due Date, at which time Holdings would be required to repay the unpaid principal amount of the Reversal Note, together with accrued and unpaid interest.

F-11

As of January 31, 2008, Holdings had not made any interest payments on the Reversal Note, nor did it repay the principal amount on the Due Date.

The Company had been pursuing the collection of the Reversal Note. The Company evaluated the financial position of Holdings and believed that as of January 31, 2008, it had the ability and intention to pay the amount due. As of January 31, 2009, the Company determined that Holdings did not intend to pay the Reversal Note and accrued interest, and the Company recorded an allowance for doubtful account for the full amount of the Note. The Company intends to pursue its collections efforts, but the uncertainty as to the collectability of the Reversal Note and accrued interest was sufficient to require an allowance for the receivable as of January 31, 2010, and 2009, respectively.

(5) Convertible Debentures and Warrants

On June 22, 2007, and June 28, 2007, the Company issued a series of convertible debentures (the “Debentures”) with a value of $559,536. The principal amount of the Debentures, together with accrued interest, was due on June 22, 2010. Interest accrued on the unpaid principal balance of the Debentures at the rate of nine percent per annum commencing 120 days from the original issue date of the Debentures through the maturity date. Considering the date of the Merger Agreement of July 11, 2007, described below, no interest was accrued on the Debentures. From and after October 30, 2007, or the date of closing of a merger transaction, whichever date was earlier, the Debentures could be converted into debenture units at a conversion price of $0.50 for one debenture unit. The debenture units consisted of one share common stock and one detachable common stock purchase warrant. Each detachable common stock purchase warrant is exercisable to purchase one share of common stock of the Company at $0.75 per share for a period of five years.

On July 11, 2007, the Company effected the Merger transaction, and simultaneously with the closing of the Merger, the Debentures automatically converted into debenture units. The Company analyzed the conversion feature and detachable warrants related to the Debentures, and determined that such elements of conversion and option did not qualify as derivative instruments. Further, considering the fair market value of the common stock of the Company on the date of Merger, there was no beneficial conversion feature associated with the Debentures or detachable warrants. The Company accounted for the Debentures and warrants as convertible debt with detachable warrants, and the proceeds from the sale of the Debentures and related warrants were allocated between the debt obligations and additional paid-in capital based on the relative fair values of the related instruments, which amounted to $559,536, and $35,464, respectively.

The fair value of each warrant granted has been estimated on the date of grant using the Black-Scholes pricing model, under the following assumptions:

F-12

A summary of the status of warrants granted as of January 31, 2010, and 2009, is as follows:

	2007
Five Year Risk Free Interest Rate		5.30	%
Dividend Yeild		0.00	%
Volatility		281.34	%
Average Expected Term (Years to Exercise)		3

	Through January 31, 2010
			��	Weighted
				Average
				Exercise
Description	Shares			Price

Outstanding at February 1, 2007		-		$	-
Granted		1,190,000			0.75
Exercised		-			-
Forfeited		-			-
Expired		-			-
Outstanding at January 31, 2008		1,190,000		$	0.75

Granted		-			-
Exercised		-			-
Forfeited		-			-
Expired		-			-
Outstanding at January 31, 2009		1,190,000		$	0.75

Granted		-			-
Exercised		-			-
Forfeited		-			-
Expired		-			-
Outstanding at January 31, 2010		1,190,000		$	0.75

F-13

A summary of the status of warrants outstanding as of January 31, 2010, is presented below:

Warrants Outstanding

Warrants Exercisable

Weighted

Range of

Average

Exercise

Number

Remaining

Exercise

Number

Exercise

Prices

Outstanding

Life Years

Price

Exercisable

Price

0.75

1,190,000

2.46

0.75

1,190,000

0.75

(6) Common Stock

During July 2005, the Company issued 46,990,000 shares (post forward stock split) of its common stock to its founders for $7,400 in cash.

During July 2005, the Company issued 6,985,000 shares (post forward stock split) of its common stock for $11,000 in cash.

During August 2005, the Company issued 1,778,000 shares (post forward stock split) of its common stock for $56,000 in cash.

On May 29, 2007, the Company issued 12,700,000 shares (post forward stock split) of its common stock to its former officers for services provided. The common stock was valued $2,000.

On July 5, 2007, the Company effected a forward split of its common stock on the basis of 6.35 shares for each share issued and outstanding. The accompanying financial statements have been adjusted on a retroactive basis to reflect the impact of this forward stock split.

Pursuant to Merger Agreement, the Company canceled 44,450,000 shares (post forward stock split) of its common stock and issued 31,000,000 shares (post forward stock split) of its common stock to Holding’s stockholder. As a result of cancelling and unwinding the Merger, Holdings returned 31,000,000 shares of common stock to the Company’s treasury. (See Note 8 for additional information).

In connection with the terms of the Merger, and cancellation & reversal of the Merger, an officer and Director of the Company made advances to, and incurred expenses on behalf of the Company amounting to approximately $31,000. The advances and expenses were not represented by a promissory note, did not bear interest, and were due on demand. The Company agreed with the officer and Director that, in lieu of a cash repayment of the amount incurred, the Company would reimburse the obligation by issuing 31,000,000 shares (post forward stock split) of its common stock from treasury stock at the par value of $0.001 per share.

F-14

In August 2007, the Company issued 1,190,000 shares (post forward stock split) of common stock as a result of the conversion of the Debentures, in the amount of $559,536.

For the period ended January 31, 2008, the Company recognized a total of $235,668 for donated consulting services. The consulting services were performed by third parties in connection with the acquisition of Holdings, and with the reversal of the acquisition of Holdings. The third parties made the determination to forgive the Company’s liability. The forgiveness of debt was recorded as a donated capital, and was an addition to additional paid-in capital in the accompanying financial statements for the year ended January 31, 2008.

During January 2008, the Company issued 120,000 shares (post forward stock split) of its common stock for $60,000 in cash.

During the year ended January 31, 2009, the Company cancelled 2,000,000 shares (post forward stock split) of its common stock.

On September 18, 2008, the Company issued 4,000,000 shares (post forward stock split) of its common stock for $20,000 in cash.

During the year ended January 31, 2010, the Company cancelled 250,000 (post forward stock split) shares of its common stock.

(7) Income Taxes

The provision (benefit) for income taxes for the years ended January 31, 2010, and 2009, were as follows (assuming a 15 percent effective income tax rate):

	2010			2009

Current Tax Provision:
Federal-
Taxable income	$	-		$	-
Total current tax provision	$	-		$	-

Deferred Tax Provision:
Federal-
Loss carryforwards	$	33,354		$	87,445
Change in valuation allowance		(33,354	)		(87,445	)
Total deferred tax provision	$	-		$	-

F-15

The Company had deferred income tax assets as of January 31, 2010, and 2009, as follows:

	2010			2009

Loss carryforwards	$	186,552		$	153,198
Less - Valuation allowance		(186,552	)		(153,198	)
Total net deferred tax assets	$	-		$	-

The Company had net operating loss carryforwards for income tax reporting purposes of $1,243,680 and $1,021,320 as of January 31, 2010, and 2009, respectively that may be offset against future taxable income. The net operating loss carryforwards begin to expire in the year 2026. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs or a change in the nature of the business. Therefore, the amount available to offset future taxable income may be limited.

No tax benefit has been reported in the financial statements for the realization of loss carryforwards, as the Company believes there is high probability that the carryforwards will not be utilized in the foreseeable future. Accordingly, the potential tax benefits of the loss carryforwards are offset by a valuation allowance of the same amount.

(8) Related Party Transactions

In connection with the transactions contemplated by the Merger with Holdings (which merger, as previously described, was subsequently reversed), an officer and Director of the Company made advances to, and incurred expenses on behalf of the Company in the amount of approximately $31,000. The advances and expenses were not represented by a promissory note, did not bear interest, and were repayable on demand. The Company agreed with the officer and Director that, in lieu of a cash repayment of the amount owed, the Company would repay the obligation by the issuance of 31,000,000 shares of its common stock from the Company’s treasury.

The 31,000,000 shares of common stock were issued to the officer and Director pursuant to a Restricted Stock Purchase Agreement. The agreement provides for a purchase price of par value, or $31,000, which amount was paid to the Company by the cancellation of the indebtedness that the Company owed to the officer and Director. The Company has an option, but not the obligation, to repurchase the shares of common stock, subject to certain limitations, in the event of termination of the officer and Director, at the original purchase price. One-third of the shares (10,333,333 shares) were released from the Company’s right to repurchase on December 31, 2008, and, an additional one-third of the shares were released from the Company’s right to repurchase on December 31, 2009. The remaining restricted shares (10,333,334 shares) will be released from the Company’s right to repurchase on December 31, 2010. The Agreement requires that the stock certificates evidencing the shares be held in escrow until the Company’s right to repurchase lapses.

F-16

In June of 2009, a related party loaned the Company $930 for working capital purpose. The loan is unsecured, non-interest bearing, and payable upon demand.

In September and October of 2009, an officer and three stockholders loaned the Company $10,000 for working capital purpose. The loans are non-interest bearing, and are payable at the time of closing of a subsequent private placement offering.

In December of 2009, an officer and three stockholders loaned the Company a total of $10,000 for working capital purpose. The loans are unsecured, bear interest 10 percent per annum, and are payable in December 2010.

(9) Merger and Subsequent Merger Reversal Transaction

Effective July 11, 2007, the Company entered into the Merger Agreement with Holdings. In order to facilitate the negotiation with Holdings with respect to the Merger, the Company loaned Holdings a total of $535,000 in bridge financing (the “Bridge Financing”) in June 2007. The Company funded the bridge financing by the sale of Debentures convertible into units of the Company’s securities. On June 22, 2007, the Company sold $545,000 of Debentures, and on June 28, 2007, the Company sold an additional $50,000 of Debentures. The Debentures converted into debenture units at a conversion price of $0.50 in principal amount to one debenture unit. The debenture units consist of one share of common stock and one warrant to purchase a like number of shares of common stock. The underlying warrants are exercisable at $0.75 per share, over a term of five years.

The Bridge Financing was evidenced by a promissory note (the “Note”) from Holdings to the Company, bearing interest at 9 percent per annum. The Note was due no later than the earlier of (i) October 22, 2007, or (ii) the date of closing of the Merger.

In connection with the Merger, the Company issued 31,000,000 shares of common stock to the pre-merger stockholder of Holdings. As well, $535,000 of gross principal under the Note related to the Bridge Financing to Holdings was deemed repaid in full upon the effect date of the Merger. Also on the closing of the Merger, each $0.50 of Debenture principal, in an aggregate principal amount of $559,536, automatically converted into debenture units. An aggregate of 1,190,000 shares of common stock and 1,190,000 warrants to purchase common stock were issued upon conversion of the Debentures.

Effective August 8, 2007, the parties to the Merger decided to cancel and unwind the Merger by entering into a Reversal Agreement pursuant to which the Company sold the shares of Holdings back to its former stockholder in exchange for the return to the Company and subsequent cancellation of the 31,000,000 shares of common stock issued by the Company in the Merger. As additional consideration for the purchase and sale of the shares of Holdings, Holdings agreed to repay the entire net principal amount of the Note it had received in the Bridge Financing, together with certain expenses incurred by the Company, which in the aggregate, amounted to $557,927.30.

F-17

Holdings issued to the Company a Reversal Note. The Reversal Note was due on November 15, 2007, and carried an interest rate of 9 percent per annum. (See Note 4 for additional information).

As a result of the transaction described above, the Company experienced a change in control with the consummation of the Merger, and a further change of control following execution of the Reversal Agreement with the pre-Merger stockholders regaining control of the Company.

(10) Recent Accounting Pronouncements

On May 22, 2009, the FASB issued FASB Statement No. 164, (FASB ASC 958) “Not-for-Profit Entities: Mergers and Acquisitions”. SFAS No. 164 (FASB ASC 958) is intended to improve the relevance, representational faithfulness, and comparability of the information that a not-for-profit entity provides in its financial reports about a combination with one or more other not-for-profit entities, businesses, or nonprofit activities. To accomplish that, this Statement establishes principles and requirements for how a not-for-profit entity:

Determines whether a combination is a merger or an acquisition.

Applies the carryover method in accounting for a merger.

Applies the acquisition method in accounting for an acquisition, including determining which of the combining entities is the acquirer.

Determines what information to disclose to enable users of financial statements to evaluate the nature and financial effects of a merger or an acquisition.

This Statement also improves the information a not-for-profit entity provides about goodwill and other intangible assets after an acquisition by amending FASB Statement No. 142, Goodwill and Other Intangible Assets, to make it fully applicable to not-for-profit entities.

SFAS No. 164 (FASB ASC 958) is effective for mergers occurring on or after December 15, 2009, and acquisitions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2009. Early application is prohibited. The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.

On May 28, 2009, the FASB issued FASB Statement No. 165, (FASB ASC 855) “Subsequent Events.” SFAS No. 165 (FASB ASC 855) establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, Statement 165 (FASB ASC 855) provides:

F-18

1. The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements.

2. The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements.

3. The disclosures that an entity should make about events or transactions that occurred after the balance sheet date.

In accordance with this Statement, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009. The adoption of this pronouncement did not have a material impact on the financial statements of the Company.

In June 2009, the FASB issued FASB Statement No. 166, (FASB ASC 860) “Accounting for Transfers of Financial Assets- an amendment of FASB Statement No, 140.” SFAS No. 166 (FASB ASC 860) is a revision to SFAS No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities” and will require more information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. It eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures.

This statement is effective for financial asset transfers occurring after the beginning of an entity's first fiscal year that begins after November 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

In June 2009, the FASB issued FASB Statement No. 167, (FASB ASC 810) "Amendments to FASB Interpretation No. 46(R).” SFAS No. 167 (FASB ASC 810) amends certain requirements of FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” and changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance.

This statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

In June 2009, the FASB issued FASB Statement No. 168, (FASB ASC 105) "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162.” SFAS No. 168 (FASB ASC 105) establishes the FASB Accounting Standards Codification (the "Codification") to become the single official source of authoritative, nongovernmental U.S. generally accepted accounting principles (“GAAP”). The Codification did not change GAAP but reorganizes the literature.

F-19