10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 (Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

OR

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 000-54706

MV PORTFOLIOS, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	83-0483725
(State of Incorporation)	(IRS Employer Identification No.)

10752 Deerwood Park Blvd.

S. Waterview II, Suite 100

Jacksonville, FL  32256

(Address of principal executive offices)

(904) 586-8673

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.10 Par Value Per Share

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]   No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months ). Yes [X]   No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.   (Check one): 

Large accelerated filer [  ] Accelerated filer [  ] Non-accelerated filer [  ] Smaller reporting company [X]

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [   ]   No [X]

There were 21,202,323 shares of common stock issued and outstanding as of November 12, 2014.

 MV Portfolios, Inc.

Form 10-Q

For the Quarter ended September 30, 2014

Table of Contents

		Page
Part I - Financial Information
Item 1	Financial Statements	1
	Consolidated Balance Sheets (unaudited)	2
	Consolidated Statements of Operations (unaudited)	3
	Consolidated Statement of Changes in Stockholders’ Deficit (unaudited)	4
	Consolidated Statements of Cash Flows (unaudited)	5
	Notes to the Consolidated Financial Statements (unaudited)	6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4	Controls and Procedures	15
Part II - Other Information
Item 1	Legal Proceedings	17
Item 2	Unregistered Sale of Equity Securities and Use of Proceeds	17
Item 3	Defaults Upon Senior Securities	17
Item 4	Mine Safety Disclosures	17
Item 5	Other Information	17
Item 6	Exhibits	18
Signatures

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PART I

FINANCIAL INFORMATION

MV PORTFOLIOS, INC. AND SUBSIDIARIES

Table of Contents

Unaudited Consolidated Financial Statements:
Unaudited Consolidated Balance Sheets as of September 30, 2014 and June 30, 2014	1
Unaudited Consolidated Statements of Operations for the Three Months Ended September 30, 2014 and 2013	2
Unaudited Consolidated Statement of Changes In Stockholders’ Deficit for the Three Months Ended September 30, 2014	3
Unaudited Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2014 and 2013	4
Notes to Unaudited Consolidated Financial Statements	5

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MV PORTFOLIOS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30, 2014			June 30, 2014
Assets
Current assets:
Cash	$	554,503		$	1,468,401
Prepaid expenses		166,667			280,880
Assets held for sale – from discontinued operations		3,167			3,608
Deferred financing costs		-			689,556
Total current assets		724,337			2,442,445
Mining rights		450,000			-
Total assets	$	1,174,337		$	2,442,445
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable and accrued expenses	$	534,688		$	640,364
Derivative liabilities		2,283,712			2,365,315
Convertible notes		-			3,959,995
Total current liabilities		2,818,400			6,965,674
Convertible notes, net of unamortized discounts of $0 and $211,543		-			113,457
Total liabilities		2,818,400			7,079,131
Stockholders' deficit:
Convertible preferred stock, Series A, par value $0.001 per share; 50,000,000 shares authorized; 8,000,000 shares issued and outstanding		8,000			8,000
Convertible preferred stock, Series B, par value $0.001 per share; 3,592,240 shares authorized; 3,592,238 and no shares issued and outstanding		3,593			-
Convertible preferred stock, Series C, par value $0.001 per share; 50,000,000 shares authorized; 7,717,170 and no shares issued and outstanding		7,717			-
Convertible preferred stock, Series D, par value $0.001 per share; 50,000,000 shares authorized; 20,000 and no shares issued and outstanding		20			-
Common stock, par value $0.10 per share; 300,000,000 shares authorized; 16,895,518 and 11,026,013 shares issued and outstanding		760,436			173,486
Additional paid-in capital		13,631,577			(238,674	)
Accumulated deficit		(16,055,406	)		(4,579,498	)
Total stockholders' deficit		(1,644,063	)		(4,636,686	)
Total liabilities and stockholders' deficit	$	1,174,337		$	2,442,445
See accompanying notes to the unaudited consolidated financial statements.

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MV PORTFOLIOS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	MV Portfolios, Inc. and Subsidiaries			MV Patents, LLC
	Three Months Ended September 30, 2014			Three Months Ended September 30, 2013
Operating expenses:
General and administrative	$	6,927,127		$	150,727
Loss from operations		6,927,127			150,727
Other income (expenses):
Interest expense		(4,629,943	)		(3,399	)
Gain on change in fair value of derivative liabilities		81,603			-
Total other expenses, net		(4,548,340	)		(3,399	)
Loss from continuing operations		(11,475,467	)		(154,126	)
Loss from discontinued operations		(441	)		-
Net loss	$	(11,475,908	)	$	(154,126	)
Basic and diluted net loss per share:
Loss from continuing operations per share	$	(0.92	)
Loss from discontinued operations per share		(0.00	)
Net loss per share	$	(0.92	)
Weighted average number of common shares outstanding  - basic and diluted		12,478,079
See accompanying notes to the unaudited consolidated financial statements.

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MV PORTFOLIOS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

THREE MONTHS ENDED SEPTEMBER 30, 2014

(UNAUDITED)

									Additional Paid-in Capital			Accumulated Deficit
	Preferred Stock				Common Stock
	Shares		Amount		Shares		Amount								Total
Balances, June 30, 2014		8,000,000	$	8,000		11,026,013	$	173,486	$	(238,674	)	$	(4,579,498	)	$	(4,636,686	)
Common stock issued to related party for mining rights		-		-		300,000		30,000		420,000			-			450,000
Common stock issued for liabilities		-		-		169,505		16,950		322,059			-			339,009
Common stock issued for services		-		-		1,400,000		140,000		2,660,000			-			2,800,000
Common stock issued for exchange of warrants		-		-		4,000,000		400,000		(400,000	)		-			-
Series B preferred stock issued for liabilities		79,530		80		-		-		299,920			-			300,000
Conversion of notes to Series B preferred stock		3,512,710		3,513		-		-		347,758			-			351,271
Conversion of notes to Series C preferred stock		7,717,170		7,717		-		-		3,850,861			-			3,858,578
Series D preferred stock issued for services		20,000		20		-		-		39,980			-			40,000
Beneficial conversion feature		-		-		-		-		3,660,000			-			3,660,000
Options expense		-		-		-		-		2,669,673			-			2,669,673
Net loss		-		-		-		-		-			(11,475,908	)		(11,475,908	)
Balances, September 30, 2014		19,329,410	$	19,330		16,895,518	$	760,436	$	13,631,577		$	(16,055,406	)	$	(1,644,063	)
See accompanying notes to the unaudited consolidated financial statements.

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MV PORTFOLIOS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	MV Portfolios, Inc. and Subsidiaries			MV Patents, LLC
	Three Months Ended September 30, 2014			Three Months Ended September 30, 2013
Cash flows from operating activities:
Net loss	$	(11,475,908	)	$	(154,126	)
Adjustments to reconcile net loss to net cash
flows used in operating activities:
Depreciation		441			-
Amortization of debt discounts and deferred financing costs		4,561,099			-
Gain on change in fair value of derivative liabilities		(81,603	)		-
Options expense		2,669,673			-
Common stock issued for services		2,800,000			-
Series D preferred stock issued for services		40,000			-
Loss on common stock issued for liabilities		229,850			-
Loss on Series B preferred stock issued for liabilities		220,470			-
Change in operating assets and liabilities:
Prepaid expenses		114,213			-
Accounts payable and accrued expenses		307,867			41,054
Accrued salaries, member		-			45,275
Other liabilities		-			50,000
Net cash used in operating activities		(613,898	)		(17,797	)
Cash flows from financing activities:
Repayment of convertible notes		(300,000	)		-
Proceeds from participation notes		-			20,000
Net cash (used) provided by financing activities		(300,000	)		20,000
Net (decrease) increase in cash		(913,898	)		2,203
Cash, beginning of period		1,468,401			2,523
Cash, end of period	$	554,503		$	4,726
Supplemental disclosures of cash flow information:
Interest paid	$	15,000		$	-
Income taxes paid		-			-
Non-cash investing and financing activities:
Beneficial conversion feature	$	3,660,000		$	-
Series B preferred stock issued for liabilities		79,530			-
Conversion of convertible notes to Series C preferred stock		3,858,578			-
Conversion of convertible notes to Series B preferred stock		351,271			-
Common stock issued to related party for mining rights		450,000			-
Common stock issued for liabilities		109,159			-
Common stock issued for exchange of warrants		400,000			-
See accompanying notes to the unaudited consolidated financial statements.

-5-

MV PORTFOLIOS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1.   Interim Financial Statements

The unaudited consolidated financial statements of MV Portfolios, Inc. and Subsidiaries (collectively the “Company”) as of September 30, 2014 and for the three month periods ended September 30, 2014 and 2013 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

The consolidated balance sheet of the Company at June 30, 2014 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. All adjustments that, in the opinion of management, are necessary for a fair presentation for the periods presented have been reflected as required by the SEC. Such adjustments are of a normal, recurring nature. It is suggested that these unaudited consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended June 30, 2014. The results of operations for interim periods are not necessarily indicative of the operating results to be expected for the full year or any other interim period.

2.   General Organization and Business

MV Portfolios, Inc. and subsidiaries (collectively the “Company”) is a Nevada corporation. The Company was an exploration stage mining company with a focus on the identification, acquisition and development of rare and precious metals mining properties in the Americas. On February 7, 2014, the Company entered into a securities exchange agreement (the “Securities Exchange”) with MVP Portfolio, LLC (“MVP Portfolio”), a Florida limited liability company, MV Patents, LLC (“MV Patents”), a Florida limited liability company and majority member of MVP Portfolio, and other members of MVP Portfolio (all such members collectively, the “Members”). Pursuant to the Securities Exchange, the Members sold all of their membership interests in MVP Portfolio to the Company in exchange for an aggregate of 9,385,000 shares of common stock, $0.10 par value per share, after taking into account the 1 for 100 reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding common stock. Following the Securities Exchange, the Company assumed the additional line of business of MVP Portfolio.

The Securities Exchange was consummated in anticipation of a 1 for 100 Reverse Split. As the share exchange is dependent upon the Reverse Split, all share and per share amounts herein have been retroactively restated to reflect the 1 for 100 Reverse Split as if it has been effected during all periods presented.

MV Patents, formed on July 11, 2011, has limited operations. MVP Portfolio was formed on July 26, 2013 as a wholly owned subsidiary of MV Patents. On August 30, 2013, MV Patents transferred a portion of its patents without recourse to MVP Portfolio. Pursuant to the Securities Exchange on February 7, 2014, MVP Portfolio ceased to be a subsidiary of MV Patents and became a wholly owned subsidiary of the Company. MV Patents is deemed to be the predecessor entity to MVP Portfolio.

On March 6, 2014, MVP Portfolio changed its form of organization to a Florida corporation from a Florida limited liability company, and changed its name to Visual Real Estate, Inc. (“VRE”). VRE has historically maintained a June 30 fiscal year, through MV Patents, the predecessor business to MVP Portfolio.

VRE has commenced its planned principal operations of patent licensing and assertion of rights under patents against parties believed to be selling goods or services that rely upon VRE’s patented technology. VRE owns a patent portfolio it refers to as “Video Drive-by” and online mapping, which has previously been used by its predecessors and licensees commercially. The patent portfolio consists of eight (8) issued and sixteen (16) pending patents. The patents disclose systems and methods for providing video drive-by data to enable a street level view of a neighborhood surrounding a geographic location. The systems include, generally, a video and data server farm incorporating at least one (1) video storage server that stores video image files containing video drive-by data corresponding to a geographic location, a data base server that processes a data query received from a user over the internet and an image processing server.

On March 17, 2014 VRE filed a patent infringement lawsuit against Google Inc. in the United States District Court for the Middle District of Florida. The lawsuit claims infringement of three of Visual Real Estate’s patents: U.S. Patent number 7,389,181, entitled “Apparatus and Method for Producing Video Drive-By Data Corresponding to a Geographic Location”; U.S. Patent number 7,929,800, entitled “Methods and Apparatus for Generating a Continuum of Image Data”; and U.S. Patent number 8,078,396, entitled “Methods for and Apparatus for Generating a Continuum of Three Dimensional Image Data.” Among other things, the complaint identifies Google Street View and Google Earth as infringing Visual Real Estate’s patents. The case number is 3:14-cv-00274-TJC-PDB. On August 20, 2014 Google, Inc. filed four petitions for InterParties Review against the three asserted patents. VRE plans to respond to the petition prior to December 31, 2014.

-6-

Subsequent to the Securities Exchange, the Company changed its fiscal year end to June 30, which is VRE’s year end.

3.   Going Concern

The Company is engaged in limited operations. The ongoing business plan of the Company is to assert its intellectual property rights to monetize its patents through net recoveries. Net recoveries relate to monetary payments received by the Company in respect to its patents through judgments, settlements, royalty agreements, or other disposition of the patents or cash proceeds of any equity actually received as consideration for any such disposition, including those received in connection with litigation.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As shown in the accompanying consolidated financial statements, the Company has incurred losses for all periods presented, as the ongoing business has not yet commenced.  The Company has not established an ongoing source of revenues and has funded activities to date primarily from convertible notes offerings. In addition, the Company had a working capital deficit as of September 30, 2014. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is subject to a number of risks including, but not limited to, the need to obtain adequate funding and possible risk of failure to monetize its patents. If the Company does not successfully monetize its patents, it will be unable to generate revenues or achieve profitability.

Management’s plan with respect to funding the ongoing operations is to secure equity financing through access to U.S. capital markets as a registrant of the U.S. Securities and Exchange Commission.

While the Company believes it will be successful in obtaining the necessary financing to (i) fund its operations, (ii) monetize its patents and meet revenue projections and (iii) manage costs, it does not currently have any financing plans in place and there are no assurances that such additional funding will be achieved and that it will succeed in its future operations. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might be necessary should the Company be unable to continue as a going concern. Operating results for the three month period ended September 30, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2015.

4.   Discontinued Operations

Pursuant to the Securities Exchange, the pre-existing mining business was discontinued.

On April 28, 2014 the Company notified Mexivada Mining Corp. and Compania Minera Mexivada S.A de C.V., of termination of the Mexivada Property Option Agreement dated as of February 11, 2011, as amended October 24, 2011, and that the Company would not pay any further fees or expenses associated with the Agreement. The remaining interests were sold on July 24, 2014.

The following table presents summarized operating results for these discontinued operations. The table below does not present MV Patents because the historical financial information represents the activity of MV Patents as the predecessor business to VRE, and does not include any of the operations of the discontinued exploration stage mining business. The historical financial information for MV Patents for the three months ended September 30, 2013 is included in the accompanying consolidated financial statements.

	Three Months Ended September 30, 2014
Loss from discontinued operations	$	441

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Components of assets from discontinued operations consist of the following as of September 30, 2014 and June 30, 2014.

	September 30, 2014			June 30, 2014
Current assets:
Property and equipment	$	8,809		$	8,809
Less: accumulated depreciation		(5,642	)		(5,201	)
Total assets held for sale	$	3,167		$	3,608

5.   Related Party Transactions

Officer and director fees totaled $148,250 and $86,524 for the three month periods ended September 30, 2014 and 2013, respectively. The total compensation of officers and directors was recorded as a component of general and administrative expenses.

In September 2014 the Company granted 4,690,339 common stock options to its officers (see Note 10). The total fair value of the award was estimated to be $9,380,675. Share-based compensation expense is recognized ratably over the vesting periods. For the three month period ended September 30, 2014, the Company recognized share-based compensation expense as a component of general and administrative expenses of $2,669,673.

As of September 30, 2014 and June 30, 2014, the Company owed its officers and directors $17,917 for compensation which was recorded as accounts payable and accrued liabilities in its consolidated balance sheets.

In August 2014, the Company issued 300,000 shares of common stock for certain unpatented mining claims valued at $450,000 on the date of the acquisition. The mining claims were owned by a company whose sole owner is an officer and Director of the Company.

6.   Derivative Liabilities

As of September 30, 2014 and June 30, 2014, there were 2,823,128 and 2,820,778 outstanding derivative warrants, respectively, with 1,411,564 and 1,410,389 common shares issuable upon exercise, respectively. The warrants qualify as derivative liabilities due to the existence of reset provisions which cause the instruments to no longer be indexed to the Company’s own stock under FASB ASC 815.

The Company estimated the fair value of the outstanding derivative warrants using a probability-weighted scenario analysis model. As of September 30, 2014 and June 30, 2014, the fair value of the derivative warrants was determined to be $2,283,712 and $2,365,315, respectively resulting in a gain on the change in the fair value of derivative liabilities of $81,603 for the three month period ended September 30, 2014.

The following is a summary of the key assumptions used in the probability-weighted scenario analysis model to estimate the fair value of the warrants as of September 30, 2014 and June 30, 2014:

	September 30, 2014			June 30, 2014
Common stock issuable upon exercise of warrants		1,411,564			1,410,389
Exercise price	$	1.10		$0.90 and $1.10
Market price of the Company’s common stock	$	1.70		$	1.75
Risk free interest rate		0.58	%		0.47	%
Dividend yield		0.00	%		0.00	%
Volatility		336.01	%		278.08	%
Expected term	1.23-1.79 years			1.48-2.04 years

See Note 7 for fair value hierarchy of the derivative liabilities.

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7.   Fair Value Measurements

As defined in FASB ASC Topic 820, fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This Topic requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. The statement requires fair value measurements be classified and disclosed in one of the following categories:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Pricing inputs other than quoted market prices included in Level 1 that are based on observable market data and are directly or indirectly observable for substantially the full term of the asset or liability. These include quoted market prices for similar assets or liabilities, quoted market prices for identical or similar assets in markets that are not active, adjusted quoted market prices, inputs from observable data such as interest rate and yield curves, volatilities or default rates observable at commonly quoted intervals or inputs derived from observable market data by correlation or other means.

Level 3: Pricing inputs that are unobservable or less observable from objective sources. Unobservable inputs should only be used to the extent observable inputs are not available. These inputs maintain the concept of an exit price from the perspective of a market participant and should reflect assumptions of other market participants. An entity should consider all market participant assumptions that are available without unreasonable cost and effort. These are given the lowest priority and are generally used in internally developed methodologies to generate management's best estimate of the fair value when no observable market data is available.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. Certain assets and liabilities are reported at fair value on a recurring or non-recurring basis in the Company’s consolidated balance sheets. The following methods and assumptions were used to estimate the fair values:

Cash, Prepaid expenses, Accounts payable, Accrued liabilities

The carrying amounts approximate fair value because of the short-term nature or maturity of the instruments.

Derivative liabilities

The Company’s determination of fair value of its derivative instruments incorporates various factors required under FASB Topic ASC 815. See Note 6 for the fair value calculations. The fair values of the Company’s derivatives are valued using less observable data from objective sources as inputs into internal valuation models. Therefore, the Company considers the fair value of its derivatives to be Level 3 hierarchy.

The following table sets forth the fair value hierarchy within our financial assets and liabilities by level that they were accounted for at fair value on a recurring basis as of September 30, 2014 and June 30, 2014:

	Fair Value Measurement at September 30, 2014
	Level 1		Level 2		Level 3
Liabilities:
Warrant derivative liabilities	$	-	$	-	$	2,283,712
Total	$	-	$	-	$	2,283,712

	Fair Value Measurement at June 30, 2014
	Level 1		Level 2		Level 3
Liabilities:
Warrant derivative liabilities	$	-	$	-	$	2,365,315
Total	$	-	$	-	$	2,365,315

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The following table sets forth the changes in the fair value of derivative liabilities for the three month period ended September 30, 2014:

Balance, June 30, 2014	$	2,365,315
Change in fair value of derivative liabilities		(81,603	)
Balance, September 30, 2014	$	2,283,712

8.   Convertible Notes

On September 2, 2014, the Company converted $351,271 of convertible notes, including accrued interest of $26,271, into 3,512,710 shares of the Company’s Series B convertible preferred stock, par value $0.001 (the “Series B Preferred Stock”), at a post-Reverse Split conversion price of $0.10 and subject to a 9.99% conversion blocker. Each share of Series B Preferred Stock will participate in dividends and other distributions on an equivalent basis with common stock. Holders of Series B Preferred Stock shall vote together with the holders of common stock as a single class, and each holder of outstanding shares of Series B Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series B Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on a particular matter.

On August 26, 2014, the Company converted $3,858,578 of convertible notes, including accrued interest of $198,583, into 7,717,170 shares of the Company’s Series C convertible preferred stock, par value $0.001 (the “Series C Preferred Stock”), at a post-Reverse Split conversion price of $0.50 and subject to a 9.99% conversion blocker. Each share of Series C Preferred Stock will be entitled to a liquidation preference equal to $0.001 per share. Otherwise, the Series C Preferred Stock will be equivalent in all respects to the Common Stock, with each share of Series C Preferred stock entitled to one vote and the holders of the Series C Preferred Stock voting together with the holders of the Common Stock. The Series C Preferred Stock is convertible into common stock at a ratio of 1 to 1.

Pursuant to the conversion of convertible notes into Series C Preferred Stock, the Company incurred interest expense of $3,660,000 related to a beneficial conversion feature that existed within the underlying transactions.

During the three month period ended September 30, 2014, additional amortization expense of $211,543 and $689,556 was recognized associated with the debt discounts and deferred financing costs, respectively, related to the notes originally issued in November 2013, February 2014 and March 2014. The discounts and deferred financing costs associated with these notes were completely amortized at September 30, 2014.

9.   Stockholders’ Equity

In August 2014, the Company issued 300,000 common shares for certain unpatented mining claims valued at $450,000 on the date of the acquisition. The mining claims were owned by a company whose sole owner is a related party.

In September 2014, the Company issued 79,530 shares of Series B Preferred Stock as settlement of an outstanding payable of $79,530 for legal fees owed to an unrelated party. The fair value of the shares was determined to be $300,000 resulting in an additional expense of $220,470 recognized during the three months ended September 30, 2014. All shares of Series B Preferred Stock are convertible into common stock at a ratio of 1 to 1.

In September 2014, the Company issued an aggregate of 1,400,000 common shares to unrelated parties in exchange for financial advisory, investment banking and consulting services valued at $2,800,000. The expense was recognized in full during the three months ended September 30, 2014.

In September 2014, the Company issued an aggregate of 169,505 common shares to two unrelated parties as settlement of outstanding payables of $109,159 owed for professional services. The fair value of the shares was determined to be $339,009 resulting in an additional expense of $229,850 recognized during the three months ended September 30, 2014.

In September 2014, the Company issued 20,000 shares of Series D convertible preferred stock (the “Series D Preferred Stock”), to officers and Directors for compensation valued at $40,000. The Series D Preferred Stock will be equivalent in all respects to the Company’s common stock, except that each share of Series D Preferred Stock will be entitled to cast 1,000 votes per share and contain liquidation preference. All shares of Series D Convertible Preferred Stock are convertible into common stock at a ratio of 1 to 1.

-10-

As a result of the effectuation of the Reverse Split on September 8, 2014, the Company issued 4,000,000 common shares under an exchange agreement for warrants originally issued in November 2013.

Outstanding shares of Series A convertible preferred stock are convertible into common shares at a ratio of 100 to 1.

10.   Stock Options and Warrants

Options

On February 7, 2014, the Company’s Board of Directors voted to terminate the 2007 Stock Option Plan and adopted the 2014 Equity Incentive Plan (the “2014 Plan”), which provides for the issuance of incentive awards of up to 6,150,564 shares of the Company’s Common Stock to officers, key employees, consultants and directors. The options’ exercise price will be no less than the closing price of the Company’s shares on the day of issuance. When incentive stock options are granted to an employee who, at the time the incentive stock option is granted, owns stock representing more than 10% of the voting power of all classes of stock of the Company, the per share exercise price will be no less than 110% of the closing price of the Company’s shares on the day of issuance.

On February 7, 2014, the Company granted an aggregate of 4,690,339 common stock options to certain officers and advisors of the Company. The stock options were granted upon the effectuation of the Reverse Split on September 8, 2014. The options are exercisable at $0.50 per share and expire on February 7, 2024. 3,690,339 of the options vest in twelve quarterly installments beginning February 7, 2014 and 1,000,000 of the options vest in twelve monthly installments beginning February 7, 2014. The total fair value of the award was estimated to be $9,380,675. $2,669,673 was expensed during the three months ended September 30, 2014 and $6,711,002 will be recognized over the remaining vesting period of the options. These were the only stock options outstanding at September 30, 2014, leaving 1,460,225 options available for grant under the 2014 Plan.

The estimated fair value of each option award granted was determined on the date of effectiveness of the grant using the Black-Scholes option valuation model. The following weighted-average assumptions were used for the options granted during the three months ended September 30, 2014:

	2014
Risk-free interest rate	2.48%
Expected volatility	312.48% - 317.03%
Dividend yield	0%
Expected option term	10 years

A summary of the status of the Company’s stock option plan as of September 30, 2014 and changes during the three months ended September 30, 2014 is as follows:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Term (Years)		Aggregate Intrinsic Value
Outstanding at June 30, 2014		-	$	-
Granted		4,690,339		0.500
Outstanding at September 30, 2014		4,690,339		0.500		9.362	$	5,628,407
Exercisable at September 30, 2014		1,198,390	$	0.500		9.362	$	1,438,068

Warrants

The following table presents the warrant activity during the three month period ended September 30, 2014 presented on a post 1 for 100 Reverse Split basis:

	Common Shares Covered by Warrants		Weighted Average Exercise Price		Weighted Average Remaining Term (Years)		Aggregate Intrinsic Value
Outstanding at June 30, 2014		2,000,689	$	0.894		1.879	$	1,860,154
Granted		-		-
Reset adjustment		1,175		1.100
Outstanding at September 30, 2014		2,001,864	$	0.924		1.627	$	1,555,298
Exercisable at September 30, 2014		2,006,955	$	0.924		1.627	$	1,555,298

-11-

11.   Retirement Plan

Effective January 1, 2014, the Company adopted a qualified 401(k) deferred compensation plan, with deferrals beginning in June 2014. All employees who are eighteen years or older and have worked for at least three consecutive months are eligible to participate in the plan. The plan provides for mandatory safe-harbor matching contributions and discretionary non-elective contributions as determined by management. The Company did not elect to make any contributions for the three month period ended September 30, 2014.

12.   Commitments and Contingencies

Concentration of Credit Risk

The Company maintains its cash in a restricted escrow account in an institution insured by the Federal Deposit Insurance Corporation and, at times, balances may exceed government insured limits. The Company has never experienced any losses related to these balances.

Employment Agreements

The Company has employment agreements with two employees and a separate consulting agreement with one of the Company’s executive officers. The aggregate future commitment under these agreements is as follows:

Twelve Months ending September 30,
2015	$	475,000
2016		430,000
2017		150,500
	$	1,055,500

These agreements provide for additional bonus payments that are calculated as defined.

Other

The Company is involved in various legal proceedings and litigation arising in the ordinary course of business. In the opinion of management and legal counsel, the outcome of such proceedings and litigation will not have a material adverse effect on the Company's consolidated financial statements.

Pursuant to the Securities Exchange the Company agreed to pay the members of MV Patents ten (10%) percent of the net proceeds to be received from any enforcement activities or sales transactions related to the patents owned or applications pending as of the closing of the Securities Exchange.

Outstanding shares of common stock includes 150,000 shares that contain nonstandard anti-dilution provisions which reset with future issuances of common stock if the Company issues any common stock, or securities convertible into or exercisable for shares of common stock, at a price per share or conversion or exercise price per share less than $2.00. These anti-dilution rights mature on December 31, 2015.

13.   Subsequent Events

In October 2014, the Company issued 1,221,250 common shares upon the conversion of 1,221,250 shares of Series B preferred stock.

In October 2014, the Company issued an aggregate of 2,685,555 common shares upon the conversion of 2,685,555 shares of Series C preferred stock.

In October 2014, the Company issued 400,000 common shares and warrants to purchase 900,000 common shares to a third party for consulting services.  There are 3 tranches of warrants, each comprising of warrants to purchase 300,000 shares, at exercise prices of $0.50, $1,00 and $2.00 per share. The warrants are exercisable immediately and expire on October 27, 2019.

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Statement of Forward-Looking Information

This Report on Form 10-Q and other written and oral statements made from time to time by us may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties.  Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning.  One can identify them by the fact that they do not relate strictly to historical or current facts.  These statements are likely to address our growth strategy, financial results and product and development programs.  One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward looking statements.  These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not.  No forward looking statement can be guaranteed and actual future results may vary materially.

Overview

MV Portfolios, Inc. (“we” or the “Company”) historically has been an exploration stage mining company with a focus on the identification, acquisition and development of rare and precious metals mining properties in the Americas.  On February 7, 2014, the Company entered into a securities exchange agreement (the “Securities Exchange”) with MVP Portfolio, LLC, a Florida limited liability company (“MVP Portfolio”), MV Patents, LLC, a Florida limited liability company (“MV Patents”), and the majority member of MVP Portfolio and other members of MVP Portfolio (all such members collectively, the “Members”). Pursuant to the Securities Exchange, the Members sold all of their membership interests in MVP Portfolio to the Company in exchange for an aggregate of 9,385,000 shares of common stock, $0.001 par value per share, taking into account the anticipated reverse stock split of our issued and outstanding common stock on a one for one hundred basis (the “Reverse Stock Split”).  Following the Securities Exchange, we assumed the additional line of business of MVP Portfolio as more fully described in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 10, 2014.

On March 6, 2014, MVP Portfolio changed its form of organization to a Florida corporation from a Florida limited liability company, and changed its name to Visual Real Estate, Inc. (“VRE”).  VRE has historically maintained a June 30 fiscal year which has been adopted as the fiscal year for the Company.

VRE is a development-stage company engaged in the business of patent licensing and assertion of rights under patents against parties believed to be selling goods or services that rely upon VRE’s patented technology. VRE owns a patent portfolio it refers to as “Video Drive-by” and online mapping, which has been used commercially. VRE currently owns a patent portfolio consisting of eight issued and sixteen pending patents. The patents disclose systems and methods for providing video drive-by data to enable a street level view of a neighborhood surrounding a geographic location.

The systems include, generally, a video and data server farm incorporating at least one video storage server that stores video image files containing video drive-by data corresponding to a geographic location, a data base server that processes a data query received from a user over the internet and an image processing server.

The Securities Exchange was consummated in anticipation of the Reverse Stock Split, which was effectuated on August 28, 2014; all share and per share amounts herein reflect the 1 for 100 Reverse Stock Split.

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ITEM 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Our historical results of operations up to February 6, 2014 reflect the business of MV Patents, which operated the VRE business, and MVP Portfolio, as the predecessor of the Company’s business.  Results of operations from February 7, 2014 through the date of this report include the pre-Securities Exchange business unrelated to VRE, which is reflected as discontinued operations in the consolidated financial statements, and the business of VRE. The results of operations for the three months ended September 30, 2014 include the consolidated results of operations of MV Portfolios, Inc. and Subsidiaries including (i) CalGold de Mexico, S. de R.L. de C.V., formed to explore mining opportunities in Mexico, and included in discontinued operations and (ii) VRE.

Results of operations for the three month periods ended September 30, 2013 includes the results of operations of MV Patents, as the predecessor business to VRE.

Comparison of the three months ended September 30, 2014 and September 30, 2013

Our general and administrative expenses totaled $6,927,127 and $150,727 for the three months ended September 30, 2014 and 2013, respectively. General and administrative expenses increased to $6,927,127 for the three months ended September 30, 2014 from $150,727 for the three months ended September 30, 2013, primarily due to fees paid to consultants and professional service providers, and share based compensation for the officers of the company.

We recorded non-operating expense of $4,548,340 during the three months ended September 30, 2014, compared to non-operating expenses of $3,399 during the three months ended September 30, 2013. The increase was primarily related to interest expense of $3,660,000 associated with the beneficial conversion feature on certain notes payable that were converted into Series C Preferred Stock on August 26, 2014.  The company also incurred interest expense of $901,099 associated with the amortization of debt discounts and deferred financing costs, related to notes originally issued in November 2013, February 2014 and March 2014.

We had a net loss of $11,475,908 for the three months ended September 30, 2014 and a net loss of $154,126 for the three months September 30, 2013, including losses from discontinued operations of $441 and $0, respectively, relating to the pre-Securities Exchange mining activities of MV Portfolios and Subsidiary.

Liquidity and Capital Resources

Our cash and cash equivalents balance as of September 30, 2014 was $554,503 compared to $1,468,401 as of June 30, 2014.  The decrease resulted primarily from the repayment of $300,000 of convertible notes and compensation expense to officers and employees of the Company.

In the future, we expect to seek to raise additional capital through additional sales of our equity or debt securities. There can be no assurance, however, that such financing will be available to us or, if it is available, that it will be available on terms acceptable to us and that it will be sufficient to fund our expected needs. If we are unable to obtain sufficient financing, we may not be able to proceed with our new business plan or meet our ongoing operational working capital needs.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Significant Accounting Policies

The preparation of financial statements in conformity with generally accepted accounting principles requires management to select appropriate accounting policies and to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.

In preparing our consolidated financial statements, we make estimates and assumptions that affect the accounting for and recognition and disclosure of assets, liabilities, equity, revenues and expenses. We must make these estimates and assumptions because certain information that we use is dependent on future events, cannot be calculated with a high degree of precision from data available or simply cannot be readily calculated based on generally accepted methods. In some cases, these estimates are particularly difficult to determine and we must exercise significant judgment. We periodically evaluate our estimates and judgments that are most critical in nature. We believe that the following discussion of critical accounting policies address all important accounting areas where the nature of accounting estimates or assumptions is material due to the levels of subjectivity and judgment. Actual results could differ materially from the estimates and assumptions that we use in the preparation of our financial statements.

-14-

Derivative Financial Instruments

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. The estimated fair value of derivative warrants was calculated using a probability-weighted scenario analysis model at each measurement date. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period, in accordance with FASB ASC Topic 815, Derivatives and Hedging. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Stock-Based Compensation

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.

The Company also adopted FASB ASC Topic 505-50, Equity-Based Payments 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.

Commitments

The Company has employment agreements with two employees and a separate consulting agreement with one of the Company’s executive officers. The aggregate future commitment under these agreements is as follows:

12 Months ending September 30,
2015	$	475,000
2016		430,000
2017		150,500
	$	1,055,500

These agreements provide for additional bonus payments that are calculated as defined.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

-15-

With respect to the quarterly period ended September 30, 2014, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures. Based upon this evaluation, the Company’s management has concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2014.

However, to the extent possible, we will implement procedures to assure that the initiation of transactions, the custody of assets and the recording of transactions will be performed by separate individuals. We believe that the foregoing steps will remediate the material weakness identified above, and we will continue to monitor the effectiveness of these steps and make any changes that our management deems appropriate.

Management is in the process of determining how best to make the required changes that are needed to implement an effective system of internal control over financial reporting. Our management acknowledges the existence of this problem, and intends to develop procedures to address it to the extent possible given the Company’s limitations in financial and human resources.

Changes in Internal Controls over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

-16-

PART II

OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

In the ordinary course of business, we actively pursue legal remedies to enforce our intellectual property rights. Other than ordinary routine litigation incidental to the business and other than as set forth below, we know of no material, active or pending legal proceedings against us.

On March 17, 2014, Visual Real Estate, Inc., our wholly-owned subsidiary and successor to MVP as a result of a corporate reorganization, filed a patent infringement lawsuit against Google Inc. in the United States District Court for the Middle District of Florida. The lawsuit claims infringement of three of Visual Real Estate’s patents: U.S. Patent number 7,389,181, entitled “Apparatus and Method for Producing Video Drive-By Data Corresponding to a Geographic Location”; U.S. Patent number 7,929,800, entitled “Methods and Apparatus for Generating a Continuum of Image Data”; and U.S. Patent number 8,078,396, entitled “Methods for and Apparatus for Generating a Continuum of Three Dimensional Image Data.” Among other things, the complaint identifies Google Street View and Google Earth as infringing Visual Real Estate’s patents. The case number is 3:14-cv-00274-TJC-PDB. On August 20, 2014 Google, Inc. filed four petitions for InterParties Review against the three asserted patents. VRE, Inc. plans to respond to the petition before the end of the year.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following issuances of securities were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended:

On August 24, 2014 we issued 300,000 common shares to The David Stephen Group, LLC, an entity affiliated with David Rector, our Chief Operating Officer and a director.  These shares were issued as compensation for the assignment of certain unpatented mining claims located in Lander County, Nevada.

On September 8, 2014 we issued 400,000 common shares to a third party for consulting services.

On September 10, 2014 we issued 19,505 shares to a third party as compensation for bookkeeping services.

On September 16, 2014 we issued 150,000 common shares to a third party as compensation for legal services.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

Exhibit Number	Description
10.1	Assignment and Assumption Agreement between the Company and David Rector, dba The David Stephen Group
10.2	Assignment of Mining Rights (1)
31.1	Certification of Chief Executive Officer of MV Portfolios, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer of MV Portfolios, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer of MV Portfolios, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer of MV Portfolios, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)  Translated into English from original Spanish

-17-

SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MV Portfolios, Inc.  (Registrant)
November 14, 2014	By:	/s/ William D. Meadow
		William D. Meadow
		Chief Executive Officer (Principal Executive Officer)
November 14, 2014	By:	/s/ Shea Ralph
		Shea Ralph
		Chief Financial Officer (Principal Financial and Accounting Officer)

EX-10.1

Exhibit 10.1

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “Agreement”) is made as of this 24th day of August, 2014, by and between David Rector, dba The David Stephen Group, a sole-proprietorship ("DSG" or “Assignor”) and California Gold Corp. ("Assignee").

Whereas, Assignor is the owner of certain unpatented mining claims located in Lander County, Nevada, which claims are listed on Exhibit A hereto (the "Claims").

Whereas, concurrently with execution and delivery of this Agreement, Assignor is conveying the Claims to Assignee.

Whereas, Assignee desires to acquire Assignor’s interest in certain data related to the Claims.

Whereas, Assignee is planning a reverse stock split of its common stock on a 1:100 basis (the “Stock Split”).

Now, therefore, for good and valuable consideration, receipt of which is hereby confirmed, the parties agree as follows:

1.DSG hereby assigns to Assignee its interest in the Claims and all information, data and records, in whatever form, and all physical material, with respect solely to the title, ownership, mineral potential, environmental condition and liabilities, geology and other attributes of the Claims and the exploration for, extraction and selling of minerals from the Claims and results of all work in connection therewith, including all data, records, reports, field notes, assay results, projections, geological models, results of geological, geophysical and geochemical surveys, sections, drill logs, calculations, maps, charts, photographs, samples and sample pulps, assay rejects, physical rock or soil samples, drill core, feasibility studies, environmental studies, financial projections, metallurgical studies, title documents and agreements, trade secrets, know-how, specifications and drawings, which belongs to DSG (all the foregoing, the "Data").  As soon as reasonably practical after execution of this Agreement, DSG will deliver copies or originals of the Data within DSG’s control or possession, other than any Data copies or originals of which have already been supplied to Assignee.

2.In consideration of DSG’s assignment of its interest in the Data and the Claims, Assignee will deliver to David S. Rector within five business days following the Stock Split a certificate representing 300,000 shares of common stock of Assignee and agrees to and does assume any and all obligations, liabilities and claims related to the Claims and the Data (including without limitation the obligation to pay any fees payable to any person, entity or government and make any filings related to the Claims or the Data), to the extent such obligation arises on or after the date hereof.  Assignee will use commercially reasonable efforts to cause the Stock Split to be completed within 60 days after the date hereof.  If the Stock Split does not occur within that time period, Assignor may demand that Assignee deliver a certificate representing 30,000,000 shares of its common stock and Assignee will do so within five business days after receipt of such notice.

3.Assignor represents to Assignee that its entry into and performance hereunder will not violate any law, statute, regulation or court order applicable to it and does not require any consents or approvals of any third party.

4.Assignee represents and warrants to Assignor that:

a.    its entry into and performance hereunder will not violate any law, statute, regulation or court order applicable to it and does not require any consents or approvals of any third party; and

b.   the shares of Assignee’s stock to be issued to David S. Rector hereunder (the “Shares”) will have been duly authorized and validly issued and will be fully paid and nonassessable.

5.DSG will indemnify and hold Assignee, its employees and agents, harmless from and against any loss, claim or damage (including reasonable attorneys’ fees and costs) arising out of the falsity or breach of a representation or warranty made by DSG in this Agreement.

6.Assignee will indemnify and hold DSG, any employees, affiliates, and agents, harmless from and against any loss, claim or damage (including reasonable attorneys’ fees and costs) arising out of (a) the falsity or breach of a representation or warranty made by it in this Agreement; or (b) the failure to perform the obligations assumed by Assignee under this Agreement.

7.Assignee acknowledges and agrees that the Data and the Claims are being conveyed “AS-IS” and “WITH ALL FAULTS.”  Assignor makes no representation or warranty of any kind as to the Data or the Claims.  Assignee acknowledges it has had the opportunity to investigate both the Data and the Claims and is relying on its own investigation in electing to acquire the Data and the Claims.

8.From and after the date of full execution of this Agreement, each party hereto will do such things, perform such acts, and make, execute, acknowledge and deliver such documents as may be reasonably necessary or proper and usual to complete the transactions contemplated by this Agreement and to carry out the purpose of this Agreement.

9.In any action or proceeding to enforce the terms of this Agreement, that may arise out of this Agreement or to redress any violation of this Agreement, the prevailing party will be entitled to recover as damages its reasonable attorneys' fees and reasonable costs incurred, whether or not the action is reduced to judgment. For the purposes of this provision, the "prevailing party" shall be that party who has been successful with regard to the main issue, even if that party did not prevail on all the issues.

10.If any provision of this Agreement is found to be unenforceable, all other provisions will remain in full force and effect.

11.The representations, covenants and obligations of the parties set forth herein will survive the conveyance effected hereby.

12.Any and all notices required or that may be given hereunder shall be deemed received upon receipt when delivered by FedEx or other recognized overnight courier on a business day before 5:00 p.m. in the time zone of the recipient.  The addresses for notice to the parties (until changed by written notice to the other party) are:

California Gold Corp.

10752 Deerwood Park Blvd.

S. Waterview II, Suite 100

Jacksonville, FL 32256

Attn:________________

David S. Rector

________________

________________

13.This instrument may be executed in two or more counterparts, which, when taken together, will constitute one and the same instrument.  Any signature page of this instrument may be detached from any counterpart without impairing the legal effect of any signatures thereon, and may be attached to another counterpart identical in form thereto, but having attached to it one or more additional signature pages.  The parties contemplate that they may be executing counterparts of this instrument transmitted by facsimile and agree and intend that a signature transmitted through a facsimile machine will bind the party so signing with the same effect as though the signature were an original signature.

14.The parties hereto acknowledge that each has been given the opportunity to independently review this Agreement with legal counsel, and/or has the requisite experience and sophistication to understand, interpret and agree to the particular language of the provisions hereof.  In the event of an ambiguity in or dispute regarding the interpretation of same, the interpretation of this Agreement will not be resolved by any rule of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party drafting the Agreement.

15.This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties in connection with the subject matter hereof, except as specifically set forth herein.  No supplements, modifications, waivers or terminations of the Agreement will be binding unless executed in writing by the parties to be bound thereby.

16.The laws of the State of Nevada will govern the interpretation of this Agreement and any claim that may arise out of this Agreement.

17.The exclusive venue for any claim, suit or proceeding arising out of this Agreement will be the State courts of Nevada or any federal court sitting in Nevada and having jurisdiction.

[signatures appear on following page]

[signature page to Assignment and Assumption Agreement-Paramount]

In witness whereof, the parties set their hands as of the date first set forth above.

Assignor:   The David Stephen Group, a sole proprietorship   By:  /s/ David Rector Printed:  David Rector Assignee:   California Gold Corp., a Nevada corporation   By:  /s/ Shea Ralph Printed:  Shea Ralph Its:  CFO

EX-10.2

Exhibit 10.2

24th of July 2014, Agua Prieta Sonora Mexico   Mexivada Mining Company  S.A. de C.V. representative Richard  Robert Redfern  who will be defined as the grantor and Gold Standard Mexico S.A. de C.V. represented by its only administrator Jose Carlos Ornelas Gonzalez, who in this act are celebrating the assignment  of rights of La Viuda and La Viuda-1 mining concessions  with number 232498 and 232859 with the following  statements:

A. The grantor states the following:

That he is the owner of  the title Mining Concesion number 232498 in Monctezuma, Sonora with a term of validity from 19th of August 2008 to 18th of August 2058 known as La Viuda, title  given in Mexico DF on the 18th of August 2008 and suscribed by the general director of Mines; Carlos Eduardo de la Cruz Ledezma; enrolled under file number 358 volume 371 on Mining Concesion Book , 19th of August 2008.As well as the title of Mining Concesion Number  232859 with a title validity from the 30th of October  2008 to 29th of October 2058 known as La Viuda-1. , Title given in Mexico DF on the 29th of October 2008 and suscribed by the general director of Mines; Carlos Eduardo de la Cruz Ledezma; enrolled under file number 359 volume 372 on Mining Concesion Book , 30th of October 2008.

The grantor has agreed to assign the rights of the Mining concession La Viuda and La Viuda-1  to the grantee. Described in the first statement. In this effect Gold Standard Mexico  is the only entitled to this rights.

The grantor in this act hands the grantee the original  title of the concession. The grantee will asume all the legal obligations that this rights entitles. Both parts agree that this contract forces and benefits the new owner of the title. The  grantee  will also be entitled  to the obligations and responsabilities of any kind. All the expenses, rights, taxes and other fees that this operation may bring will be covered by the grantee except for the income tax which is the grantors responsability. Both parties are responsable of any information given to the federal and municipal revenue office. Both parts must ratify all this information with the lawyer they have selected.Both parts agree the is no fraud and bad faith in the present contract.

Any misunderstanding that may arise with the contract will be arranged in the Hermosillo, Sonora court.

EX-31.1

Exhibit 31.1

Certification of Principal Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, William D. Meadow, certify that:

1. I have reviewed this report on Form 10-Q of MV Portfolios, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 14, 2014	By:	/s/  William D. Meadow
		William D. Meadow
		Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification of Principal Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Shea Ralph, certify that:

1. I have reviewed this report on Form 10-Q of MV Portfolios, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 14, 2014	By:	/s/ Shea Ralph
		Shea Ralph
		Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, William D. Meadow, Chief Executive Officer of MV Portfolios, Inc., (the “Company”), in compliance with Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that, to the best of my knowledge, the Company’s Report on Form 10-Q for the fiscal quarter ended September 30, 2014 (the “Report”) filed with the Securities and Exchange Commission:

● Fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

● The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 14, 2014	By:	/s/ William D. Meadow
		William D. Meadow
		Chief Executive Officer (Principal Executive Officer)

A signed original of this written statement, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement, has been provided to MV Portfolios, Inc., and will be retained by MV Portfolios, Inc., and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

Certification of Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Shea Ralph, Chief Financial Officer of MV Portfolios, Inc., (the “Company”), in compliance with Section 906 of the Sarbanes-Oxley Act of 2002, hereby certify that, to the best of my knowledge, the Company’s Report on Form 10-Q for the for the fiscal quarter ended September 30, 2014 (the “Report”) filed with the Securities and Exchange Commission:

● Fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

● The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

November 14, 2014	By:	/s/ Shea Ralph
		Shea Ralph
		Chief Financial Officer (Principal Financial and Accounting Officer)

A signed original of this written statement, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement, has been provided to MV Portfolios, Inc., and will be retained by MV Portfolios, Inc., and furnished to the Securities and Exchange Commission or its staff upon request.

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Income Taxes (Details Narrative) (USD $)	Sep. 30, 2014
Income Taxes Details Narrative
Net operating loss carry-forwards for income taxes	$ 2,290,000

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Stockholders' Equity (Details Narrative) (USD $)	3 Months Ended
	Sep. 30, 2014
Share issuance expense	$ 2,669,673
Equity Issuance 1 [Member]
Issuance date	Aug. 01, 2014
Common stock issued	300,000
Stock issued, value	450,000
Equity Issuance 2 [Member]
Issuance date	Sep. 01, 2114
Preferred stock issued	79,530
Stock issued, value	300,000
Repayment of debt with share issuance	79,530
Share issuance expense	220,470
Equity Issuance 3 [Member]
Issuance date	Sep. 01, 2014
Common stock issued	140,000
Stock issued, value	2,800,000
Equity Issuance 4 [Member]
Issuance date	Sep. 01, 2014
Common stock issued	169,505
Preferred stock issued	339,009
Repayment of debt with share issuance	109,159
Share issuance expense	229,850
Equity Issuance 5 [Member]
Issuance date	Sep. 01, 2014
Preferred stock issued	20,000
Stock issued, value	$ 40,000
Equity Issuance 6 [Member]
Issuance date	Sep. 01, 2014
Common stock issued	4,000,000

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General Organization and Business (Details Narrative) (USD $)	3 Months Ended
	Sep. 30, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Sale of shares for reverse merger, value per share	$ 0.10
Reverse stock split	1 for 100

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Subsequent Events (Details Narrative) (USD $)	1 Months Ended
	Nov. 14, 2014
Shares issued for consulting services	900,000
Warrant 1 [Member]
Shares issued for consulting services	300,000
Shares issued for consulting services, price per warrant	$ 0.50
Warrant expiration date	Oct. 27, 2019
Warrant 2 [Member]
Shares issued for consulting services	300,000
Shares issued for consulting services, price per warrant	$ 1.00
Warrant expiration date	Oct. 27, 2019
Warrant 3 [Member]
Shares issued for consulting services	300,000
Shares issued for consulting services, price per warrant	$ 2.00
Warrant expiration date	Oct. 27, 2019
Series B Preferred Stock [Member]
Convertible shares converted to common stock	1,221,250
Conversion of Preferred stock to common stock, Shares	1,221,250
Series C Preferred Stock [Member]
Convertible shares converted to common stock	2,685,555
Conversion of Preferred stock to common stock, Shares	2,685,555

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Stock Options and Warrants (Details Narrative) (USD $)	3 Months Ended
	Sep. 30, 2014
Equity [Abstract]
Shares authorized for issuance under equity plan	6,150,564
Granted, options	4,690,339
Granted, exercise price	$ 0.50
Fair value of options granted	$ 9,380,675
Option issuance expense	$ 2,669,673
Options available for grant under plan	1,460,225

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Going Concern

3 Months Ended

Sep. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Note 3 - Going Concern

The Company is engaged in limited operations. The ongoing business plan of the Company is to assert its intellectual property rights to monetize its patents through net recoveries. Net recoveries relate to monetary payments received by the Company in respect to its patents through judgments, settlements, royalty agreements, or other disposition of the patents or cash proceeds of any equity actually received as consideration for any such disposition, including those received in connection with litigation.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As shown in the accompanying consolidated financial statements, the Company has incurred losses for all periods presented, as the ongoing business has not yet commenced.  The Company has not established an ongoing source of revenues and has funded activities to date primarily from convertible notes offerings. In addition, the Company had a working capital deficit as of September 30, 2014. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is subject to a number of risks including, but not limited to, the need to obtain adequate funding and possible risk of failure to monetize its patents. If the Company does not successfully monetize its patents, it will be unable to generate revenues or achieve profitability.

Management’s plan with respect to funding the ongoing operations is to secure equity financing through access to U.S. capital markets as a registrant of the U.S. Securities and Exchange Commission.

While the Company believes it will be successful in obtaining the necessary financing to (i) fund its operations, (ii) monetize its patents and meet revenue projections and (iii) manage costs, it does not currently have any financing plans in place and there are no assurances that such additional funding will be achieved and that it will succeed in its future operations. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might be necessary should the Company be unable to continue as a going concern. Operating results for the three month period ended September 30, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2015.

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Derivative Liabilities (Details Narrative) (USD $)	3 Months Ended
	Sep. 30, 2014	Jun. 30, 2014
Notes to Financial Statements
Warrants outstanding, derivative liabilities	2,823,128	2,820,778
Common shares issuable upon exercise, derivative warrants	1,411,564	1,410,389
Fair value of warrants outstanding	$ 2,283,712	$ 2,365,315
Loss on change in fair value of derivative liabilities	$ (81,603)

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Derivative Liabilities (Details) (USD $)	3 Months Ended	12 Months Ended
	Sep. 30, 2014	Jun. 30, 2014
Common stock issuable upon exercise of warrants	1,411,564	1,410,389
Exercise price	$ 1.10
Market price of the Company's common stock	$ 1.70	$ 1.75
Risk free interest rate	0.58%	0.47%
Dividend yield	0.00%	0.00%
Volatility	336.01%	278.08%
MinimumMember
Exercise price		$ 0.90
Expected term	1 year 2 months 23 days	1 year 5 months 23 days
MaximumMember
Exercise price		$ 1.10
Expected term	1 year 9 months 14 days	2 years 0 months 15 days

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Fair Value Measurements (Details) (USD $)	Sep. 30, 2014		Jun. 30, 2014
Derivative liability	$ 2,283,712	[1]	$ 2,365,315	[2]
Fair Value, Inputs, Level 1 [Member]
Derivative liability			2,365,315
Fair Value, Inputs, Level 2 [Member]
Derivative liability
Fair Value, Inputs, Level 3 [Member]
Derivative liability	$ 2,283,712

[1] MV Portfolios, Inc. and Subsidiaries

[2] MV Patents, LLC

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Fair Value Measurements (Details 1) (USD $)	3 Months Ended
	Sep. 30, 2014
Fair Value Measurements Details 1
Derivative liabilities - beginning balance	$ 2,365,315
Change in fair value	(81,603)
Derivative liabilities - ending balance	$ 2,365,315

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General Organization and Business

3 Months Ended

Sep. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Note 2 - General Organization and Business

MV Portfolios, Inc. and subsidiaries (collectively the “Company”) is a Nevada corporation. The Company was an exploration stage mining company with a focus on the identification, acquisition and development of rare and precious metals mining properties in the Americas. On February 7, 2014, the Company entered into a securities exchange agreement (the “Securities Exchange”) with MVP Portfolio, LLC (“MVP Portfolio”), a Florida limited liability company, MV Patents, LLC (“MV Patents”), a Florida limited liability company and majority member of MVP Portfolio, and other members of MVP Portfolio (all such members collectively, the “Members”). Pursuant to the Securities Exchange, the Members sold all of their membership interests in MVP Portfolio to the Company in exchange for an aggregate of 9,385,000 shares of common stock, $0.10 par value per share, after taking into account the 1 for 100 reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding common stock. Following the Securities Exchange, the Company assumed the additional line of business of MVP Portfolio.

The Securities Exchange was consummated in anticipation of a 1 for 100 Reverse Split. As the share exchange is dependent upon the Reverse Split, all share and per share amounts herein have been retroactively restated to reflect the 1 for 100 Reverse Split as if it has been effected during all periods presented.

MV Patents, formed on July 11, 2011, has limited operations. MVP Portfolio was formed on July 26, 2013 as a wholly owned subsidiary of MV Patents. On August 30, 2013, MV Patents transferred a portion of its patents without recourse to MVP Portfolio. Pursuant to the Securities Exchange on February 7, 2014, MVP Portfolio ceased to be a subsidiary of MV Patents and became a wholly owned subsidiary of the Company. MV Patents is deemed to be the predecessor entity to MVP Portfolio.

On March 6, 2014, MVP Portfolio changed its form of organization to a Florida corporation from a Florida limited liability company, and changed its name to Visual Real Estate, Inc. (“VRE”). VRE has historically maintained a June 30 fiscal year, through MV Patents, the predecessor business to MVP Portfolio.

VRE has not commenced its planned principal operations, the business of patent licensing and assertion of rights under patents against parties believed to be selling goods or services that rely upon VRE’s patented technology. VRE owns a patent portfolio it refers to as “Video Drive-by” and online mapping, which has previously been used by its predecessors and licensees commercially. VRE currently owns a patent portfolio consisting of eight (8) issued and sixteen (16) pending patents. The patents disclose systems and methods for providing video drive-by data to enable a street level view of a neighborhood surrounding a geographic location. The systems include, generally, a video and data server farm incorporating at least one (1) video storage server that stores video image files containing video drive-by data corresponding to a geographic location, a data base server that processes a data query received from a user over the internet and an image processing server. VRE’s activities since inception have consisted principally of acquiring additional technology patents and raising capital.

Subsequent to the Securities Exchange, the Company changed its fiscal year end to June 30, which is VRE’s year end.

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Convertible Notes (Details Narrative) (USD $)	3 Months Ended
	Sep. 30, 2014	Jun. 30, 2014
Preferred stock, par value	$ 0.001	$ 0.001
pre-Reverse Split conversion price	$ 0.50
Amortization expense, debt discount	$ 211,543
Amortization expense, deferred financing costs	689,556
ConvertibleNotesPayableMember
Convertible note converted to Preferred Stock	3,512,710
Accrued interest	26,271
Preferred stock issued	3,512,710
Beneficial conversion interest expense	3,660,000
Preferred stock, par value	$ 0.001
Conversion blocker	99.90%
pre-Reverse Split conversion price	$ 0.10
Convertible Notes Payable 2 [Member]
Convertible note converted to Preferred Stock	3,858,578
Accrued interest	198,583
Preferred stock issued	7,717,170
Preferred stock, par value	$ 0.001
Conversion blocker	99.90%
pre-Reverse Split conversion price	$ 0.50
Agent Fees [Member]
Amortization expense, debt discount	$ 726,564

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Commitments and Contingencies (Details) (USD $)	Sep. 30, 2014
Commitments and Contingencies Disclosure [Abstract]
2015	$ 475,000
2016	430,000
2017	150,500
Employment agreement commitment	$ 1,055,500

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CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $)	Sep. 30, 2014		Jun. 30, 2014
Current assets:
Cash	$ 554,503		$ 1,468,401
Prepaid expenses	166,667		280,880
Assets held for sale - from discontinued operations	3,167		3,608
Deferred financing costs			689,556
Total current assets	724,337		2,442,445
Mining rights	450,000
Total assets	1,174,337		2,442,445
Current liabilities:
Accounts payable and accrued expenses	534,688		640,364
Derivative liabilities	2,283,712	[1]	2,365,315	[2]
Convertible notes			3,959,995
Total current liabilities	2,818,400		6,965,674
Convertible notes, net of unamortized discounts of $211,543			113,457
Total liabilities	2,818,400		7,079,131
Stockholders' deficit:
Common stock, par value $0.001 per share, 300,000,000 shares authorized; 11,026,013 shares issued and outstanding	760,436		173,486
Additional paid-in capital	13,631,577		(238,674)
Accumulated deficit	(16,055,406)		(4,579,498)
Total stockholders' deficit	(1,644,063)		(4,636,686)
Total liabilities and stockholders' deficit	1,174,337		2,442,445
Series A Preferred [Member]
Stockholders' deficit:
Convertible preferred stock: Series A, par value $0.001 per share; 50,000,000 shares authorized; 8,000,000 shares issued and outstanding Series B, par value $0.001 per share; 3,592,240 shares authorized; 3,592,238 and no shares issued and outstanding; Series C, par value $0.001 per share; 50,000,000 and 7,717,170 shares issued and outstanding; Series D, par value $0.001 per share; 50,000,000 shares authorized; 20,000 and no shares issued and outstanding			8,000
Series B Preferred Stock [Member]
Stockholders' deficit:
Convertible preferred stock: Series A, par value $0.001 per share; 50,000,000 shares authorized; 8,000,000 shares issued and outstanding Series B, par value $0.001 per share; 3,592,240 shares authorized; 3,592,238 and no shares issued and outstanding; Series C, par value $0.001 per share; 50,000,000 and 7,717,170 shares issued and outstanding; Series D, par value $0.001 per share; 50,000,000 shares authorized; 20,000 and no shares issued and outstanding	8,000		3,593
Series C Preferred Stock [Member]
Stockholders' deficit:
Convertible preferred stock: Series A, par value $0.001 per share; 50,000,000 shares authorized; 8,000,000 shares issued and outstanding Series B, par value $0.001 per share; 3,592,240 shares authorized; 3,592,238 and no shares issued and outstanding; Series C, par value $0.001 per share; 50,000,000 and 7,717,170 shares issued and outstanding; Series D, par value $0.001 per share; 50,000,000 shares authorized; 20,000 and no shares issued and outstanding			7,717
Series D Preferred [Member]
Stockholders' deficit:
Convertible preferred stock: Series A, par value $0.001 per share; 50,000,000 shares authorized; 8,000,000 shares issued and outstanding Series B, par value $0.001 per share; 3,592,240 shares authorized; 3,592,238 and no shares issued and outstanding; Series C, par value $0.001 per share; 50,000,000 and 7,717,170 shares issued and outstanding; Series D, par value $0.001 per share; 50,000,000 shares authorized; 20,000 and no shares issued and outstanding			$ 20

[1] MV Portfolios, Inc. and Subsidiaries

[2] MV Patents, LLC

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) (USD $)	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Amount at Jun. 30, 2014	$ 8,000	$ 173,486	$ (238,674)	$ (4,579,498)	$ (4,636,686)
Beginning Balance, Shares at Jun. 30, 2014	8,000,000	11,026,013
Common stock issued to related party for mining rights, shares		300,000
Common stock issued to related party for mining rights, value		30,000	420,000		450,000
Common stock issued for liabilities, shares		169,505
Common stock issued for liabilities, value		16,950	322,059		339,009
Common stock issued for services, shares		1,400,000
Common stock issued for services, value		140,000	2,660,000		2,800,000
Common stock issued for exchange of warrants, shares		4,000,000
Common stock issued for exchange of warrants, value		400,000	(400,000)
Series B preferred stock issued for liabilities, shares	79,530
Series B preferred stock issued for liabilities, value	80		299,920		300,000
Conversion of notes to Series B preferred stock, shares	3,512,710
Conversion of notes to Series B preferred stock, value	3,513		347,758		351,271
Conversion of notes to Series C preferred stock, shares	7,717,170
Conversion of notes to Series C preferred stock, value	7,717		3,850,861		3,858,578
Series D preferred stock issued for services, shares	20,000
Series D preferred stock issued for services, value	20		39,980		40,000
Beneficial conversion feature			3,660,000		3,660,000
Options expense			2,669,673		2,669,673
Net loss				(11,475,908)	(11,475,908)
Ending Balance, Amount at Sep. 30, 2014	$ 19,330	$ 760,436	$ 13,631,577	$ (16,055,406)	$ (1,644,063)
Ending Balance, Shares at Sep. 30, 2014	19,329,410	16,895,518

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Stock Options and Warrants (Details 1) (USD $)	3 Months Ended
	Sep. 30, 2014
Options
Granted	4,690,339
Weighted Average Exercise Price
Granted	$ 0.50
Options [Member]
Options
Outstanding at beginning of period
Granted	4,690,339
Outstanding at end of period	46,903,399
Exercisable at end of period	1,198,390
Weighted Average Exercise Price
Outstanding at beginning of period
Granted	$ 0.500
Outstanding at end of period	$ 0.500
Exercisable at end of period	0.500
Weighted Average Remaining Term (Years)
Outstanding at end of period	9 years 4 months 10 days
Exercisable at end of period	9 years 4 months 10 days
Aggregate Intrinsic Value
Outstanding at end of period	$ 5,628,407
Exercisable at end of period	1,438,068

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Fair Value Measurements (Tables)

3 Months Ended

Sep. 30, 2014

Fair Value Measurements Tables

Company's Financial Assets and Liabilities Accounted at Fair Value on Recurring Basis

	Fair Value Measurement at September 30, 2014
	Level 1		Level 2		Level 3
Liabilities:
Warrant derivative liabilities	$	-	$	-	$	2,283,712
Total	$	-	$	-	$	2,283,712

	Fair Value Measurement at June 30, 2014
	Level 1		Level 2		Level 3
Liabilities:
Warrant derivative liabilities	$	-	$	-	$	2,365,315
Total	$	-	$	-	$	2,365,315

Reconciliation of Changes in Fair Value of Assets and Liabilities Classified As Level 3

Balance, June 30, 2014	$	2,365,315
Change in fair value of derivative liabilities		(81,603	)
Balance, September 30, 2014	$	2,283,712

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Stock Options and Warrants (Details 2) (USD $)	3 Months Ended
	Sep. 30, 2014
Warrants
Granted	4,690,339
Weighted Average Exercise Price
Granted	$ 0.50
Warrant
Warrants
Outstanding at beginning of period	2,000,689
Granted
Reset adjustment	1,175
Outstanding at end of period	2,001,864
Exercisable at end of period	2,006,955
Weighted Average Exercise Price
Outstanding at beginning of period	$ 0.894
Granted
Reset adjustment	$ 1.100
Outstanding at end of period	$ 0.924
Exercisable at end of period	0.924
Weighted Average Remaining Term (Years)
Outstanding at beginning of period	1 year 10 months 16 days
Outstanding at end of period	1 year 10 months 17 days
Exercisable at end of period	1 year 10 months 17 days
Aggregate Intrinsic Value
At beginning of period	$ 1,860,154
Outstanding at end of period	$ 1,555,298
Exercisable at end of period	1,555,298

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Commitments and Contingencies (Tables)

3 Months Ended

Sep. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Aggregate future commitment under employment agreements

Twelve Months ending September 30,
2015	$	475,000
2016		430,000
2017		150,500
	$	1,055,500

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Interim Financial Statements

3 Months Ended

Sep. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Note 1 - Interim Financial Statements

The unaudited consolidated financial statements of MV Portfolios, Inc. and Subsidiaries (collectively the “Company”) as of September 30, 2014 and for the three month periods ended September 30, 2014 and 2013 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

The consolidated balance sheet of the Company at June 30, 2014 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. All adjustments that, in the opinion of management, are necessary for a fair presentation for the periods presented have been reflected as required by the SEC. Such adjustments are of a normal, recurring nature. It is suggested that these unaudited consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended June 30, 2014. The results of operations for interim periods are not necessarily indicative of the operating results to be expected for the full year or any other interim period.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 2014	Jun. 30, 2014
Convertible notes, net of unamortized discounts	$ 0	$ 211,543
Preferred stock, par value	$ 0.001	$ 0.001
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	16,895,518	11,026,013
Common stock, shares outstanding	16,895,518	11,026,013
Series A Preferred [Member]
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	8,000,000	8,000,000
Preferred stock, shares outstanding	8,000,000	8,000,000
Series B Preferred Stock [Member]
Preferred stock, shares authorized	3,592,240	3,592,240
Preferred stock, shares issued	3,592,238	0
Preferred stock, shares outstanding	3,592,238	0
Series C Preferred Stock [Member]
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	7,717,170	0
Preferred stock, shares outstanding	7,717,170	0
Series D Preferred [Member]
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	20,000	0
Preferred stock, shares outstanding	20,000	0

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Retirement Plan

3 Months Ended

Sep. 30, 2014

Compensation and Retirement Disclosure [Abstract]

Note 11 - Retirement Plan

Effective January 1, 2014, the Company adopted a qualified 401(k) deferred compensation plan, with deferrals beginning in June 2014. All employees who are eighteen years or older and have worked for at least three consecutive months are eligible to participate in the plan. The plan provides for mandatory safe-harbor matching contributions and discretionary non-elective contributions as determined by management. The Company did not elect to make any contributions for the three month period ended September 30, 2014.

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Document and Entity Information	3 Months Ended
	Sep. 30, 2014	Nov. 12, 2014
Document And Entity Information
Entity Registrant Name	MV Portfolios, Inc.
Entity Central Index Key	0001363573
Document Type	10-Q
Document Period End Date	Sep. 30, 2014
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		21,202,323
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2015

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Commitments and Contingencies

3 Months Ended

Sep. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Note 12 - Commitments and Contingencies

Concentration of Credit Risk

The Company maintains its cash in a restricted escrow account in an institution insured by the Federal Deposit Insurance Corporation and, at times, balances may exceed government insured limits. The Company has never experienced any losses related to these balances.

Employment Agreements

The Company has employment agreements with two employees and a separate consulting agreement with one of the Company’s executive officers. The aggregate future commitment under these agreements is as follows:

Twelve Months ending September 30,
2015	$	475,000
2016		430,000
2017		150,500
	$	1,055,500

These agreements provide for additional bonus payments that are calculated as defined.

Other

The Company is involved in various legal proceedings and litigation arising in the ordinary course of business. In the opinion of management and legal counsel, the outcome of such proceedings and litigation will not have a material adverse effect on the Company's consolidated financial statements.

Pursuant to the Securities Exchange the Company agreed to pay the members of MV Patents ten (10%) percent of the net proceeds to be received from any enforcement activities or sales transactions related to the patents owned or applications pending as of the closing of the Securities Exchange.

Outstanding shares of common stock includes 150,000 shares that contain nonstandard anti-dilution provisions which reset with future issuances of common stock if the Company issues any common stock, or securities convertible into or exercisable for shares of common stock, at a price per share or conversion or exercise price per share less than $2.00. These anti-dilution rights mature on December 31, 2015.

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CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Operating Expenses:
General and administrative	$ 6,927,127	$ 150,727
Loss from operations	6,927,127	150,727
Other income (expenses):
Interest expense	(4,629,943)	(3,399)
Gain on change in fair value of derivative liabilities	81,603
Total other expenses, net	(4,548,340)	(3,399)
Loss from continuing operations	(11,475,467)	(154,126)
Loss from discontinued operations	(441)
Net loss	$ (11,475,908)	$ (154,126)
Basic and diluted net loss per share:
Loss from continuing operations per share	$ (0.92)
Loss from discontinued operations per share	$ 0.00
Net loss per share	$ (0.92)
Weighted average number of common shares outstanding - basic and diluted	12,478,079

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Derivative Liabilities

3 Months Ended

Sep. 30, 2014

Notes to Financial Statements

Note 6 - Derivative Liabilities

As of September 30, 2014 and June 30, 2014, there were 2,823,128 and 2,820,778 outstanding derivative warrants, respectively, with 1,411,564 and 1,410,389 common shares issuable upon exercise, respectively. The warrants qualify as derivative liabilities due to the existence of reset provisions which cause the instruments to no longer be indexed to the Company’s own stock under FASB ASC 815.

The Company estimated the fair value of the outstanding derivative warrants using a probability-weighted scenario analysis model. As of September 30, 2014 and June 30, 2014, the fair value of the derivative warrants was determined to be $2,283,712 and $2,365,315, respectively resulting in a gain on the change in the fair value of derivative liabilities of $81,603 for the three month period ended September 30, 2014.

The following is a summary of the key assumptions used in the probability-weighted scenario analysis model to estimate the fair value of the warrants as of September 30, 2014 and June 30, 2014:

	September 30, 2014			June 30, 2014
Common stock issuable upon exercise of warrants		1,411,564			1,410,389
Exercise price	$	1.10		$0.90 and $1.10
Market price of the Company’s common stock	$	1.70		$	1.75
Risk free interest rate		0.58	%		0.47	%
Dividend yield		0.00	%		0.00	%
Volatility		336.01	%		278.08	%
Expected term	1.23-1.79 years			1.48-2.04 years

See Note 7 for fair value hierarchy of the derivative liabilities.

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Related Party Transactions

3 Months Ended

Sep. 30, 2014

Related Party Transactions [Abstract]

Note 5 - Related Party Transactions

Officer and director fees totaled $148,250 and $86,524 for the three month periods ended September 30, 2014 and 2013, respectively. The total compensation of officers and directors was recorded as a component of general and administrative expenses.

In September 2014 the Company granted 4,690,339 common stock options to its officers (see Note 10). The total fair value of the award was estimated to be $9,380,675. Share-based compensation expense is recognized ratably over the vesting periods. For the three month period ended September 30, 2014, the Company recognized share-based compensation expense as a component of general and administrative expenses of $2,669,673.

As of September 30, 2014 and June 30, 2014, the Company owed its officers and directors $17,917 for compensation which was recorded as accounts payable and accrued liabilities in its consolidated balance sheets.

In August 2014, the Company issued 300,000 shares of common stock for certain unpatented mining claims valued at $450,000 on the date of the acquisition. The mining claims were owned by a company whose sole owner is an officer and Director of the Company.

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Stock Options and Warrants (Tables)

3 Months Ended

Sep. 30, 2014

Equity [Abstract]

Option fair value assumptions

	2014
Risk-free interest rate	2.48%
Expected volatility	312.48% - 317.03%
Dividend yield	0%
Expected option term	10 years

Option activity

	Options		Weighted Average Exercise Price		Weighted Average Remaining Term (Years)		Aggregate Intrinsic Value
Outstanding at June 30, 2014		-	$	-
Granted		4,690,339		0.500
Outstanding at September 30, 2014		4,690,339		0.500		9.362	$	5,628,407
Exercisable at September 30, 2014		1,198,390	$	0.500		9.362	$	1,438,068

Warrant activity

	Common Shares Covered by Warrants		Weighted Average Exercise Price		Weighted Average Remaining Term (Years)		Aggregate Intrinsic Value
Outstanding at June 30, 2014		2,000,689	$	0.894		1.879	$	1,860,154
Granted		-		-
Reset adjustment		1,175		1.100
Outstanding at September 30, 2014		2,001,864	$	0.924		1.627	$	1,555,298
Exercisable at September 30, 2014		2,006,955	$	0.924		1.627	$	1,555,298

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Subsequent Events

3 Months Ended

Sep. 30, 2014

Subsequent Events [Abstract]

Note 13 - Subsequent Events

In October 2014, the Company issued 1,221,250 common shares upon the conversion of 1,221,250 shares of Series B preferred stock.

In October 2014, the Company issued an aggregate of 2,685,555 common shares upon the conversion of 2,685,555 shares of Series C preferred stock.

In October 2014, the Company issued 400,000 common shares and warrants to purchase 900,000 common shares to a third party for consulting services. There are 3 tranches of warrants, each comprising of warrants to purchase 300,000 shares, at exercise prices of $0.50, $1,00 and $2.00 per share. The warrants are exercisable immediately and expire on October 27, 2019.

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Stockholders' Equity

3 Months Ended

Sep. 30, 2014

Notes to Financial Statements

Note 9 - Stockholders' Equity

In August 2014, the Company issued 300,000 common shares for certain unpatented mining claims valued at $450,000 on the date of the acquisition. The mining claims were owned by a company whose sole owner is a related party.

In September 2014, the Company issued 79,530 shares of Series B Preferred Stock as settlement of an outstanding payable of $79,530 for legal fees owed to an unrelated party. The fair value of the shares was determined to be $300,000 resulting in an additional expense of $220,470 recognized during the three months ended September 30, 2014. All shares of Series B Preferred Stock are convertible into common stock at a ratio of 1 to 1.

In September 2014, the Company issued an aggregate of 1,400,000 common shares to unrelated parties in exchange for financial advisory, investment banking and consulting services valued at $2,800,000. The expense was recognized in full during the three months ended September 30, 2014.

In September 2014, the Company issued an aggregate of 169,505 common shares to two unrelated parties as settlement of outstanding payables of $109,159 owed for professional services. The fair value of the shares was determined to be $339,009 resulting in an additional expense of $229,850 recognized during the three months ended September 30, 2014.

In September 2014, the Company issued 20,000 shares of Series D convertible preferred stock (the “Series D Preferred Stock”), to officers and Directors for compensation valued at $40,000. The Series D Preferred Stock will be equivalent in all respects to the Company’s common stock, except that each share of Series D Preferred Stock will be entitled to cast 1,000 votes per share and contain liquidation preference. All shares of Series D Convertible Preferred Stock are convertible into common stock at a ratio of 1 to 1.

As a result of the effectuation of the Reverse Split on September 8, 2014, the Company issued 4,000,000 common shares under an exchange agreement for warrants originally issued in November 2013.

Outstanding shares of Series A convertible preferred stock are convertible into common shares at a ratio of 100 to 1.

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Fair Value Measurements

3 Months Ended

Sep. 30, 2014

Fair Value Measurements

Note 7 - Fair Value Measurements

As defined in FASB ASC Topic 820, fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This Topic requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. The statement requires fair value measurements be classified and disclosed in one of the following categories:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Pricing inputs other than quoted market prices included in Level 1 that are based on observable market data and are directly or indirectly observable for substantially the full term of the asset or liability. These include quoted market prices for similar assets or liabilities, quoted market prices for identical or similar assets in markets that are not active, adjusted quoted market prices, inputs from observable data such as interest rate and yield curves, volatilities or default rates observable at commonly quoted intervals or inputs derived from observable market data by correlation or other means.

Level 3: Pricing inputs that are unobservable or less observable from objective sources. Unobservable inputs should only be used to the extent observable inputs are not available. These inputs maintain the concept of an exit price from the perspective of a market participant and should reflect assumptions of other market participants. An entity should consider all market participant assumptions that are available without unreasonable cost and effort. These are given the lowest priority and are generally used in internally developed methodologies to generate management's best estimate of the fair value when no observable market data is available.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. Certain assets and liabilities are reported at fair value on a recurring or non-recurring basis in the Company’s consolidated balance sheets. The following methods and assumptions were used to estimate the fair values:

Cash, Prepaid expenses, Accounts payable, Accrued liabilities

The carrying amounts approximate fair value because of the short-term nature or maturity of the instruments.

Derivative liabilities

The Company’s determination of fair value of its derivative instruments incorporates various factors required under FASB Topic ASC 815. See Note 6 for the fair value calculations. The fair values of the Company’s derivatives are valued using less observable data from objective sources as inputs into internal valuation models. Therefore, the Company considers the fair value of its derivatives to be Level 3 hierarchy.

The following table sets forth the fair value hierarchy within our financial assets and liabilities by level that they were accounted for at fair value on a recurring basis as of September 30, 2014 and June 30, 2014:

	Fair Value Measurement at September 30, 2014
	Level 1		Level 2		Level 3
Liabilities:
Warrant derivative liabilities	$	-	$	-	$	2,283,712
Total	$	-	$	-	$	2,283,712

	Fair Value Measurement at June 30, 2014
	Level 1		Level 2		Level 3
Liabilities:
Warrant derivative liabilities	$	-	$	-	$	2,365,315
Total	$	-	$	-	$	2,365,315

The following table sets forth the changes in the fair value of derivative liabilities for the three month period ended September 30, 2014:

Balance, June 30, 2014	$	2,365,315
Change in fair value of derivative liabilities		(81,603	)
Balance, September 30, 2014	$	2,283,712

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Convertible Notes

3 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

Note 8 - Convertible Notes

On September 2, 2014, the Company converted $351,271 of convertible notes, including accrued interest of $26,271, into 3,512,710 shares of the Company’s Series B convertible preferred stock, par value $0.001 (the “Series B Preferred Stock”), at a post-Reverse Split conversion price of $0.10 and subject to a 9.99% conversion blocker. Each share of Series B Preferred Stock will participate in dividends and other distributions on an equivalent basis with common stock. Holders of Series B Preferred Stock shall vote together with the holders of common stock as a single class, and each holder of outstanding shares of Series B Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series B Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on a particular matter.

On August 26, 2014, the Company converted $3,858,578 of convertible notes, including accrued interest of $198,583, into 7,717,170 shares of the Company’s Series C convertible preferred stock, par value $0.001 (the “Series C Preferred Stock”), at a post-Reverse Split conversion price of $0.50 and subject to a 9.99% conversion blocker. Each share of Series C Preferred Stock will be entitled to a liquidation preference equal to $0.001 per share. Otherwise, the Series C Preferred Stock will be equivalent in all respects to the Common Stock, with each share of Series C Preferred stock entitled to one vote and the holders of the Series C Preferred Stock voting together with the holders of the Common Stock. The Series C Preferred Stock is convertible into common stock at a ratio of 1 to 1.

Pursuant to the conversion of convertible notes into Series C Preferred Stock, the Company incurred interest expense of $3,660,000 related to a beneficial conversion feature that existed within the underlying transactions.

During the three month period ended September 30, 2014, additional amortization expense of $211,543 and $689,556 was recognized associated with the debt discounts and deferred financing costs, respectively, related to the notes originally issued in November 2013, February 2014 and March 2014. The discounts and deferred financing costs associated with these notes were completely amortized at September 30, 2014.

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Stock Options and Warrants

3 Months Ended

Sep. 30, 2014

Equity [Abstract]

Note 10 - Stock Options and Warrants

Options

On February 7, 2014, the Company’s Board of Directors voted to terminate the 2007 Stock Option Plan and adopted the 2014 Equity Incentive Plan (the “2014 Plan”), which provides for the issuance of incentive awards of up to 6,150,564 shares of the Company’s Common Stock to officers, key employees, consultants and directors. The options’ exercise price will be no less than the closing price of the Company’s shares on the day of issuance. When incentive stock options are granted to an employee who, at the time the incentive stock option is granted, owns stock representing more than 10% of the voting power of all classes of stock of the Company, the per share exercise price will be no less than 110% of the closing price of the Company’s shares on the day of issuance.

On February 7, 2014, the Company granted an aggregate of 4,690,339 common stock options to certain officers and advisors of the Company. The stock options were granted upon the effectuation of the Reverse Split on September 8, 2014. The options are exercisable at $0.50 per share and expire on February 7, 2024. 3,690,339 of the options vest in twelve quarterly installments beginning February 7, 2014 and 1,000,000 of the options vest in twelve monthly installments beginning February 7, 2014. The total fair value of the award was estimated to be $9,380,675. $2,669,673 was expensed during the three months ended September 30, 2014 and $6,711,002 will be recognized over the remaining vesting period of the options. These were the only stock options outstanding at September 30, 2014, leaving 1,460,225 options available for grant under the 2014 Plan.

The estimated fair value of each option award granted was determined on the date of effectiveness of the grant using the Black-Scholes option valuation model. The following weighted-average assumptions were used for the options granted during the three months ended September 30, 2014:

	2014
Risk-free interest rate	2.48%
Expected volatility	312.48% - 317.03%
Dividend yield	0%
Expected option term	10 years

A summary of the status of the Company’s stock option plan as of September 30, 2014 and changes during the three months ended September 30, 2014 is as follows:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Term (Years)		Aggregate Intrinsic Value
Outstanding at June 30, 2014		-	$	-
Granted		4,690,339		0.500
Outstanding at September 30, 2014		4,690,339		0.500		9.362	$	5,628,407
Exercisable at September 30, 2014		1,198,390	$	0.500		9.362	$	1,438,068

Warrants

The following table presents the warrant activity during the three month period ended September 30, 2014 presented on a post 1 for 100 Reverse Split basis:

	Common Shares Covered by Warrants		Weighted Average Exercise Price		Weighted Average Remaining Term (Years)		Aggregate Intrinsic Value
Outstanding at June 30, 2014		2,000,689	$	0.894		1.879	$	1,860,154
Granted		-		-
Reset adjustment		1,175		1.100
Outstanding at September 30, 2014		2,001,864	$	0.924		1.627	$	1,555,298
Exercisable at September 30, 2014		2,006,955	$	0.924		1.627	$	1,555,298

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Stock Options and Warrants (Details)	3 Months Ended	12 Months Ended
	Sep. 30, 2014	Jun. 30, 2014
Risk-free interest rate	0.58%	0.47%
Expected volatility	336.01%	278.08%
Dividend yield	0.00%	0.00%
MinimumMember
Expected option term	1 year 2 months 23 days	1 year 5 months 23 days
MaximumMember
Expected option term	1 year 9 months 14 days	2 years 0 months 15 days
Options [Member]
Risk-free interest rate	2.48%
Dividend yield
Expected option term	10 years
Options [Member] | MinimumMember
Expected volatility	312.48%
Options [Member] | MaximumMember
Expected volatility	301.703%

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Derivative Liabilities (Tables)

3 Months Ended

Sep. 30, 2014

Notes to Financial Statements

Fair value assumptions

	September 30, 2014			June 30, 2014
Common stock issuable upon exercise of warrants		1,411,564			1,410,389
Exercise price	$	1.10		$0.90 and $1.10
Market price of the Company’s common stock	$	1.70		$	1.75
Risk free interest rate		0.58	%		0.47	%
Dividend yield		0.00	%		0.00	%
Volatility		336.01	%		278.08	%
Expected term	1.23-1.79 years			1.48-2.04 years

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Discontinued Operations (Details) (USD $)	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Jun. 30, 2014
Discontinued Operations and Disposal Groups [Abstract]
Loss from discontinued operations	$ (441)
Current assets:	724,337		2,442,445
Property and equipment, net	8,809		8,809
Less: accumulated depreciation	(5,642)		(5,201)
Total assets held for sale	$ 3,167		$ 3,608

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Commitments and Contingencies (Details Narrative)	3 Months Ended
	Sep. 30, 2014
Commitments and Contingencies Disclosure [Abstract]
Commission rate to MV Patents	10.00%
Share subject to anti-dilution provisions	150,000

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Cash flows from operating activities:
Net loss	$ (11,475,908)	$ (154,126)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation	441
Amortization of debt discounts and deferred financing	4,561,099
Gain on change in fair value of derivative liabilities	(81,603)
Options expense	2,669,673
Common stock issued for services	2,800,000
Series D preferred stock issued for services	40,000
Loss on common stock issued for liabilities	229,850
Loss on Series B preferred stock issued for liabilities	220,470
Changes in operating assets and liabilities:
Prepaid expenses	114,213
Accounts payable and accrued expenses	307,867	41,054
Accrued salaries, member		45,275
Other liabilities		50,000
Net cash used in operating activities	(613,898)	(17,797)
Cash flows from financing activities:
Repayment of convertible notes	300,000
Proceeds from participation notes		20,000
Net cash (used) provided by financing activities	(300,000)	20,000
Net increase (decrease) in cash	(913,898)	2,203
Cash, beginning of period	1,468,401	2,523
Cash, end of period	554,503	4,726
Supplemental disclosures of cash flow information:
Interest paid	15,000
Income taxes paid
Non-cash investing and financing activities:
Beneficial conversion feature	3,660,000
Series B preferred stock issued for liabilities	79,530
Conversion of convertible notes to Series C preferred stock	3,858,578
Conversion of convertible notes to Series B preferred stock	351,271
Common stock issued to related party for mining rights	450,000
Common stock issued for liabilities	109,159
Common stock issued for exchange of warrants	$ 400,000

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Discontinued Operations

3 Months Ended

Sep. 30, 2014

Discontinued Operations and Disposal Groups [Abstract]

Note 4 - Discontinued Operations

Pursuant to the Securities Exchange, the pre-existing mining business was discontinued.

On April 28, 2014 the Company notified Mexivada Mining Corp. and Compania Minera Mexivada S.A de C.V., of termination of the Mexivada Property Option Agreement dated as of February 11, 2011, as amended October 24, 2011, and that the Company would not pay any further fees or expenses associated with the Agreement. The remaining interests were sold on July 24, 2014.

The following table presents summarized operating results for these discontinued operations. The table below does not present MV Patents because the historical financial information represents the activity of MV Patents as the predecessor business to VRE, and does not include any of the operations of the discontinued exploration stage mining business. The historical financial information for MV Patents for the three months ended September 30, 2013 is included in the accompanying consolidated financial statements.

	Three Months Ended September 30, 2014
Loss from discontinued operations	$	441

Components of assets from discontinued operations consist of the following as of September 30, 2014 and June 30, 2014.

	September 30, 2014			June 30, 2014
Current assets:
Property and equipment	$	8,809		$	8,809
Less: accumulated depreciation		(5,642	)		(5,201	)
Total assets held for sale	$	3,167		$	3,608

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Related Party Transactions (Details Narrative) (USD $)	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Jun. 30, 2014
Officer and director fees	$ 148,250	$ 86,524
Accrued Salaries	17,917		17,917
Options granted to officers	4,690,339
Share-based compensation expense, as component of G&A expense	2,669,673
Officers [Member]
Options granted to officers	4,690,339
Fair value of shares granted	9,380,675
Share-based compensation expense, as component of G&A expense	2,669,673
Mining Claims Related Party [Member]
Fair value of shares granted	$ 450,000
Common stock issued to related party for mining rights, shares	300,000

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Income Taxes (Details) (USD $)	Sep. 30, 2014	Jun. 30, 2014
Income Taxes Details
Net operating loss carry-forwards	$ 801,000
Valuation allowance	(801,000)
Net deferred tax asset

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Discontinued Operations (Tables)

3 Months Ended

Sep. 30, 2014

Discontinued Operations and Disposal Groups [Abstract]

Loss from discontinued operations and assets and liabilities acquired

	Three Months Ended September 30, 2014
Loss from discontinued operations	$	441