SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

RECTOR DAVID

(Last)

(First)

(Middle)

10752 DEERWOOD PARK BLVD. S.

WATERVIEW II, SUITE 100

(Street)

JACKSONVILLE

32256

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/07/2014

3. Issuer Name and Ticker or Trading Symbol
CALIFORNIA GOLD CORP. [ CLGL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	10,000⁽²⁾	⁽¹⁾	D
Options to purchase Common Stock	02/07/2014⁽³⁾	02/17/2019	Common Stock	1,000,000⁽²⁾⁽³⁾	$0.5⁽²⁾	D

Explanation of Responses:

1. The Series D Convertible Preferred Stock shall be issued by the Issuer upon obtaining shareholder approval for, and the filing of, an amendment to the Issuer's Charter to increase the number of authorized shares of blank check preferred stock . There is no expiration date for the Series D Convertible Preferred Stock but each share of Series D Preferred Stock shall convert into one share of the Issuer's common stock on the earlier of (i) the listing of the Issuer's securities on a national securities exchange and (ii) a change of control of the Issuer.

2. Reflects the anticipated reverse split of the Issuer's issued and outstanding common stock on a 1 for 100 basis.

3. Vests in 12 equal monthly installments beginning on March 7, 2014 provided that Mr. Rector remains continuously engaged as a director or officer of the Issuer through the applicable vesting date.

	/s/ David Rector	03/10/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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