Asfiled with the Securitiesand ExchangeCommission on February 14, 2012
Registration No.: 333-179466
UNITEDSTATES
SECURITIES AND EXCHANGECOMMISSION
Washington,D.C.20549
AMENDMENT NO. 1
FORMS-1
REGISTRATIONSTATEMENTUNDERTHESECURITIESACTOF1933
CALIFORNIA GOLD CORP.
(Exactnameofregistrantasspecifiedinits charter)
| Nevada | 1000 | 83-0483725 |
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
California Gold Corp.
4515 Ocean View Blvd., Suite 305
La Cañada, CA 91011
(Address, including zip code, and telephonenumber,includingareacode, ofregistrant’sprincipalexecutiveoffices)
James D. Davidson
California Gold Corp.
4515 Ocean View Blvd., Suite 305
La Cañada, CA 91011
(818) 542-6891
(Name,address,includingzipcode,and telephonenumber,includingareacode,ofagentforservice)
Copy to:
AdamS.Gottbetter,Esq.
Gottbetter&Partners,LLP
488MadisonAvenue,12th Floor
NewYork,NY10022
(212)400-6900
Approximatedateofcommencementofproposedsale to the public:Fromtimetotimeaftertheeffectivedateofthisregistrationstatement.
IfanyofthesecuritiesbeingregisteredonthisFormaretobeofferedonadelayedorcontinuousbasispursuanttoRule415undertheSecuritiesActof1933 checkthefollowingbox.x
IfthisFormisfiledtoregisteradditionalsecuritiesforanofferingpursuanttoRule462(b)undertheSecuritiesAct,pleasecheckthefollowing boxandlistthe SecuritiesActregistrationstatementnumberoftheearliereffectiveregistrationstatement for thesameoffering.£
IfthisFormisapost-effectiveamendmentfiledpursuanttoRule462(c)undertheSecuritiesAct, checkthefollowingboxandlistthe SecuritiesAct registration statement number ofthe earliereffectiveregistrationstatementfor the sameoffering.£
IfthisForm isa post-effectiveamendment filedpursuant toRule462(d) under the SecuritiesAct,checkthefollowingboxandlisttheSecurities Act registration statement number ofthe earliereffectiveregistrationstatementfor the sameoffering.£
Indicatebycheckmarkwhethertheregistrantisalargeacceleratedfiler,anacceleratedfiler,anon-acceleratedfiler,orasmallerreportingcompany. Seethe definitionsof“largeacceleratedfiler,”“acceleratedfiler”and“smallerreportingcompany”in Rule12b-2oftheExchangeAct.
| Large accelerated filer£ | Accelerated filer£ |
| Non-accelerated filer£ | SmallerreportingcompanyS |
CALCULATIONOF REGISTRATION FEE
| Title of Each Class of Securities to be Registered | Amount to be Registered(1)(2) | Proposed Maximum Offering Price Per Shares(3) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee(4) | ||||||||||||
| Secondary Offering Common stock, par value $0.001 per share | 38,739,129 shares | $ | 0.064 | $ | 2,479,304 | $ | 284.13 | |||||||||
| Primary Offering Common stock, par value $0.001 per share | 25,000,000 shares | $ | 0.064 | $ | 1,600,000 | $ | 183.36 | |||||||||
| Total | $ | 4,079,304 | $ | 467.49 | ||||||||||||
| (1) | Consists of 38,739,129 shares of our common stock issuable upon the exercise of outstanding warrants. PursuanttoRule416undertheSecuritiesActof1933,thisregistrationstatementalsocoversanyadditionalsecuritiesthatmaybeofferedorissuedin connectionwithanystock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of the outstanding shares of our common stock. |
| (2) | Includesupto25,000,000shares,whichmaybeofferedbytheRegistrantcommencingpromptlyaftereffectiveness,onacontinuousbasis,atapricetobe determined,andas may be issueduponconversion,redemption, repurchase,exchangeorexerciseof othersecuritiesthatmay besooffered bythe Registrant, includingunder anyapplicable anti-dilution provisions. |
| (3) | EstimatedsolelyforthepurposeofcalculatingtheregistrationfeepursuanttoRule 457(c) under the SecuritiesActof1933,asamended. The price per share andaggregateofferingpricearebasedon$0.064,theaverageofthehigh and low pricesontheOTCBulletinBoardon February9,2012. The shares offered hereunder may be sold by the selling stockholders from time to time in the open market, through privately negotiated transactions or a combination of these methods, at market prices prevailing at the time of sale or at negotiated prices. |
| (4) | Filing fee previously paid. |
The registrantherebyamendsthisregistration statementonsuchdate or dates asmay benecessaryto delay itseffectivedateuntiltheregistrantshallfileafurtheramendmentwhichspecificallystatesthatthisregistrationstatementshall thereafterbecomeeffectivein accordancewithSection8(a)oftheSecurities Act of 1933, as amended, or untilthe registration statement shall become effective on such dateas theSecuritiesand Exchange Commission, acting pursuant tosaidSection8(a),maydetermine.
EXPLANATORY NOTE
This Amendment No. 1 to Registration Statement on Form S-1 of California Gold Corp. (the “Company”), is being filed solely to furnish as Exhibits to the Registration Statement certain financial statements in eXtensible Business Reporting Language, as required by Rule 405 of Regulation S-T.
No changes have been made to the Registration Statement other than the furnishing of Exhibit 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB and 101.PRE described above.
Item 16. Exhibits.
The following exhibits are filed as part of this Registration Statement.
In reviewing the agreements included (or incorporated by reference) as exhibits to this Registration Statement, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:
| | should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; |
| | have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; |
| | may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and |
| | were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Registration Statement and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.
Exhibit No. | SEC Report Reference Number | Description | ||
| 2.1 | 2.1 | Agreement and Plan of Merger and Reorganization dated July 11, 2007, among the Registrant, Cromwell Uranium Holdings, Inc. and Cromwell Acquisition Corp. (1)
| ||
| 3.1 | 3.1 | Amended and Restated Articles of Incorporation of Registrant as filed with the Nevada Secretary of State on August 29, 2007 (2) | ||
| 3.2 | 3.1 | Certificate of Amendment to Articles of Incorporation of Registrant as filed with the Nevada Secretary of State on March 9, 2009 (3)
| ||
| 3.3 | 10.3 | Certificate of Designation of Series A Convertible Preferred Stock as filed with the Nevada Secretary of State on December 23, 2010 (4)
| ||
| 3.4 | 10.4 | Certificate of Amendment to Articles of Incorporation of Registrant as filed with the Nevada Secretary of State on December 30, 2010 (5)
| ||
| 3.5 | 3.2 | By-Laws of Registrant (6)
| ||
| 4.2 | 10.17 | Form of InvestorWarrant dated July 11, 2007, for purchase of Registrant’s common stock (1)
|
| Exhibit No. | SEC Report Reference Number | Description | ||
| 4.3 | 10.3 | Reversal Loan Promissory Note dated August 8, 2007 between the Registrant and Cromwell Uranium Holdings, Inc. (7)
| ||
| 4.4 | 4.4 | Form of 0% Promissory Note of the Registrant dated September 9, 2009 through December 10, 2009 (12)
| ||
| 4.5 | 4.1 | Form of 10% Promissory Note of the Registrant dated March 22, 2010 (8)
| ||
| 4.6 | 4.6 | Form of 0% Convertible Promissory Note of the Registrant dated September 16, 2010 (12)
| ||
| 4.7 | 10.2 | Form of Investor Warrant Dated December, 2010 for purchase of Registrant’s common stock (4)
| ||
| 5.1 | 5.1 | Opinion of Gottbetter & Partners, LLP (14)
| ||
| 10.1 | 10.1 | Registrant’s 2007 Stock Option Plan adopted June 15, 2007, as amended December 21, 2010 (12)
| ||
| 10.2 | 10.2 | Form of 2007 Stock Option Plan Option Agreement (12)
| ||
| 10.3 | 10.15 | Registration Rights Agreement dated July 11, 2007 among Registrant and the persons named therein (1)
| ||
| 10.4 | 10.1 | Reversal Agreement dated August 8, 2007 between the Registrant, Robert McIntosh and Cromwell Uranium Holdings, Inc. (2)
| ||
| 10.5 | 10.2 | Reversal Loan and Control Share Pledge and Security Agreement dated August 8, 2007 between the Registrant, Robert McIntosh and Cromwell Uranium Holdings, Inc. (5)
| ||
| 10.6 | 10.1 | Restricted Stock Purchase Agreement dated November 12, 2007 between the Registrant and James D. Davidson (9)
| ||
| 10.7 | 10.1 | Form of Subscription Agreement dated September __, 2008 among the Registrant, Gottbetter & Partners, LLP, as escrow agent, and the investors named therein (10)
| ||
| 10.8 | 10.8 | Form of 12 month 0% Promissory Note Loan Agreement dated September __. 2009 by and among the Registrant and the Lenders named therein (12)
| ||
| 10.9 | 10.2 | Form of 12 month 10% Promissory Note Loan Agreements dated December 10. 2009 and March 5, 2010 by and among the Registrant and the Lenders named therein (8)
| ||
| 10.10 | 10.10 | Form of 12 month 0% Convertible Promissory Note Loan Agreement dated September 16, 2010 by and among the Registrant and the Lenders named therein (12)
|
| Exhibit No. | SEC Report Reference Number | Description | ||
| 10.11 | 10.11 | Form of Amendment to Promissory Notes Agreement dated October 29, 2010 by and among the Registrant and the Lenders named therein (12)
| ||
| 10.12 | 10.1 | Form of Subscription Agreement among the Registrant, Gottbetter & Partners, as Escrow Agent, and purchasers of Registrant’s common stock (4)
| ||
| 10.13 | 10.4 | Form of Subscription Agreement among the Registrant, Gottbetter & Partners, as Escrow Agent, and purchasers of Registrant’s Series A preferred Stock (4) | ||
| 10.14 | 10.5 | Form of Subscription Agreement Addendum of the Registrant dated December 22, 2010 | ||
| 10.15 | 10.15 | Share Cancellation Agreement dated December 22, 2010 between the Registrant and James D. Davidson (12)
| ||
| 10.16 | 10.16 | Consulting Agreement dated October 15, 2010 between the Registrant and Edward Karr (12)
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| 10.17 | 10.17 | Settlement Agreement dated December 15, 2010 between the Registrant and Gottbetter & Partners, LLP (12)
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| 10.18 | 10.18 | Administrative Services Agreement dated January 1, 2011 between the Registrant and Incorporated Communications Services (12)
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| 10.19 | 10.19 | Consulting Agreement dated January 17, 2011 between the Registrant and George Duggan (12)
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| 10.20 | 10.20 | Form of Consulting Agreement dated January 18, 2011 between the Registrant and Consultant (12)
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| 10.21 | 10.21 | Consulting Agreement dated January 28, 2011 between the Registrant and James D. Davidson (12)
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| 10.22 | 10.22 | Property Option Agreement dated February 11, 2011 among the Registrant, Mexivada Mining Corp. and the other parties named therein (12)
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| 10.23 | 10.23 | Form of Surface Rights Agreement dated May 2011 (English translation) (13) | ||
| 10.24 | 10.24 | Amendment dated June 6, 2011 to Consulting Agreement dated January 28, 2011 between the Registrant and James D. Davidson (13) | ||
| 10.25 | 10.25 | Consulting Agreement dated June 6, 2011 between the Registrant and Michael Baybak (13) | ||
| 14.1 | 14.1 | Code of Ethics (1)
| ||
| 16.1 | 16.1 | Letter from Davis Accounting Group, P.C., dated July 8, 2010 to the SEC regarding statements included in Form 8-K (11) |
| Exhibit No. | SEC Report Reference Number | Description | ||
| 21 | 21 | List of Subsidiaries (12)
| ||
| 23.1 | 23.1 | Letter of Consent from Independent Registered Public Accounting Firm, MaloneBailey, LLP (14) | ||
| 23.2 | 23.2 | Letter of Consent from Gottbetter & Partners, LLP (included in Exhibit 5.1) (14) | ||
| 101.NS | * | XBRL Instance Document | ||
| 101.SCH | * | XBRL Taxonomy Extension Schema Document | ||
| 101.CAL | * | XBRL Taxonomy Extension Calculation Linkbase Document | ||
| 101.DEF | * | XBRL Taxonomy Extension Definition Linkbase Document | ||
| 101.LAB | * | XBRL Taxonomy Extension Label Linkbase Document | ||
| 101.PRE | * | XBRL Taxonomy Extension Presentation Linkbase Document |
* Filed herewith.
| (1) | Filed with the SEC on July 13, 2007, as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 333-134549) on Form 8-K, which exhibit is incorporated herein by reference. |
| (2) | Filed with the SEC on August 9, 2007, as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 333-134549) on Form 8-K, which exhibit is incorporated herein by reference. |
| (3) | Filed with the SEC on March 11, 2009, as an exhibit, numbered as indicated above, to the Registrant’s quarterly report (SEC File No. 333-134549) on Form 10-Q, which exhibit is incorporated herein by reference. |
| (4) | Filed with the SEC on December 30, 2010, as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 333-134549) on Form 8-K, which exhibit is incorporated herein by reference. |
| (5) | Filed with the SEC on January 18, 2011, as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 333-134549) on Form 8-K/A-1, which exhibit is incorporated herein by reference. |
| (6) | Filed with the SEC on May 30, 2006, as an exhibit, numbered as indicated above, to the Registrant’s registration statement (SEC File No. 333-134549) on Form SB-2, which exhibit is incorporated herein by reference. |
| (7) | Filed with the SEC August 9, 2007, as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 333-134549) on Form 8-K, which exhibit is incorporated herein by reference. |
| (8) | Filed with the SEC on June 14, 2010, as an exhibit, numbered as indicated above, to the Registrant’s quarterly report (SEC File No. 333-134549) on Form 10-Q, which exhibit is incorporated herein by reference. |
| (9) | Filed with the SEC on November 11, 2007, as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 333-134549) on Form 8-K, which exhibit is incorporated herein by reference. |
| (10) | Filed with the SEC on December 15, 2008, as an exhibit, numbered as indicated above, to the Registrant’s quarterly report (SEC File No. 333-134549) on Form 10-Q, which exhibit is incorporated herein by reference. |
| (11) | Filed with the SEC on July 9, 2010, as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 333-134549) on Form 8-K, which exhibit is incorporated herein by reference. |
| (12) | Filed with the SEC on May 17, 2011, as an exhibit, numbered as indicated above, to the Registrant’s annual report (SEC File No. 333-134549) on Form 10-K, which exhibit is incorporated herein by reference. |
| (13) | Filed with the SEC on August 10, 2011, as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 333-134549) on Form 8-K, which exhibit is incorporated herein by reference. |
| (14) | Filed with the SEC on February 10, 2012 as an exhibit, numbered as indicated above, to the Registrant’s Registration Statement on Form S-1, which exhibit is incorporated herein by reference. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on February 14, 2012.
| California Gold Corp. | ||
| By: | /s/ James D. Davidson | |
| Name: | James D. Davidson | |
| Title: | President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
| Signature | Title | Date |
| /s/ James D. Davidson | Principal Executive and Financial Officer and Chairman of the | February 14, 2012 | ||
| James D. Davidson | Board of Directors | |||
| /s/ David Rector | Director | February 14, 2012 | ||
| David Rector | ||||
EXHIBIT INDEX
| Exhibit No. | Description | |||||
| 101.INS | XBRL Instance Document | |||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | |||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||
