Attached files
| file | filename |
|---|---|
| EX-99.3 - AFFINITY GOLD CORP. | v188569_ex99-3.htm |
| EX-99.5 - AFFINITY GOLD CORP. | v188569_ex99-5.htm |
| EX-99.2 - AFFINITY GOLD CORP. | v188569_ex99-2.htm |
| EX-99.1 - AFFINITY GOLD CORP. | v188569_ex99-1.htm |
| EX-99.4 - AFFINITY GOLD CORP. | v188569_ex99-4.htm |
| EX-99.6 - AFFINITY GOLD CORP. | v188569_ex99-6.htm |
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 24, 2010
AFFINITY
GOLD CORP.
(Exact
name of registrant as specified in its charter)
Commission
File Number 333-142890
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Nevada
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26-4152475
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(State
or other jurisdiction
of
incorporation)
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(I.R.S.
Employer
Identification
No.)
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7950
Main Street, Suite 217
Maple
Grove, MN 55369
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code: 763-424-4754
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing
We have
received an OTCBB Ineligibility Notification from the Financial Industry
Regulatory Authority (“FINRA”) on May 26, 2010. The Notification
states that, pursuant to NASD Rule 6530(e), our securities will be removed from
quotation on the OTCBB for a period of one year at the open of business of June
4, 2010 because we have been delinquent in our reporting obligations three times
in the past 24 months.
Item
3.02 Unregistered Sale of Equity Securities
On March
31, 2010, we issued 245,000 shares of our common stock to one individual due to
the closing of a private placement at $1.00 per share for total gross proceeds
of $245,000. We believe that the issuance is exempt from registration
under Regulation S promulgated under the Securities Act as the securities were
issued to the individual through an offshore transaction which was negotiated
and consummated outside of the United States.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On March
24, 2010, our Board of Directors approved and granted in aggregate 1,000,000
stock options to certain of our directors and officers having an exercise price
of $0.60 per share and an expiry date of five years from the date of
grant. These stock options have vesting provisions of 50% on the date
of grant and 10% on the last day of each month thereafter beginning on April 30,
2010.
The
following table below sets forth the stock options awarded to certain of our
directors and officers on March 24, 2010:
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Name
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Number of Stock Options
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|||
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Johnny
Lian Tian Yong (Director)
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600,000 | |||
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Corey
Sandberg (Secretary, Treasurer & Director)
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400,000 | |||
In
addition, on March 24, 2010, our Board of Directors approved the payment of a
bonus award of $250,000 to Antonio Rotundo and $200,000 to Corey Sandberg for
their contributions to the Company over 2009, however, the form of payment was
still under discussion and was to be determined at a later date. On
May 28, 2010, our board of directors determined that since we do not have
adequate cash reserves to pay these bonus amounts at this time, the cash bonuses
will carry restrictions and conversion provisions whereby protecting our cash
position and future capital requirements for the current and subsequent years as
follows: (i) cash payments against granted cash bonuses will become eligible
only after six (6) months after the granting date of the bonus; (ii) the sum of
all cash bonuses paid by us cannot exceed a total of 10% of our overall cash
position at that time; and, that the payment cannot be in excess of 5% of the
following year’s capital requirements; (iii) the bonuses carry a conversion
provision allowing the grantee to convert, at his or her sole discretion, all or
part of the granted cash bonus into warrants at a value of $0.005 per warrant
with each warrant having an exercise price equal to our previous day’s trading
closing price and having an expiry date of five years from the date of issuance
of the warrants. If converted in part, the remaining cash bonuses may
be used to apply towards the exercise price of the warrants to receive the
shares of common stock underlying the warrants; (iv) the conversion provision is
immediately available to the grantees, and if and when utilized, warrants would
be issued by us to the appropriate person; and (v) we will take all action
reasonably necessary to at all times have authorized, and reserved for the
purpose of issuance, that number of shares of common stock equal to the number
of shares of common stock into which the warrants may be
exercisable.
On June
4, 2010, Mr. Paul Antoniazzi resigned as our Chief Executive Officer and a
Director in order to pursue other business interests, which resignation became
effective immediately without any disagreement with us on any matter relating to
our operations, policies or practices.
In
addition, on June 16, 2010, Mr. Antonio Rotundo resigned as our
President. On June 16, 2010, our board of directors accepted the
resignation of Mr. Antonio Rotundo and at the same time appointed Mr. Corey
Sandberg as our President and Interim Chief Executive Officer effective
immediately.
Corey J. Sandberg is 35 years
old and has just under fifteen years of professional experience in both
corporate and small business environments. From 2006 to present, Mr.
Sandberg has been an independent consultant where he has lead business startup,
organizational management and operational improvement initiatives, both
strategic and tactical, for public and private companies alike. Prior
to becoming an independent consultant in 2006, Mr. Sandberg spent just under
seven years at American Express Financial Advisors, a subsidiary of American
Express, (later spun-off to become Ameriprise Financial, Inc.). While
at American Express, Mr. Sandberg held both management and leadership positions
in predominantly entrepreneurial environments receiving recognition for
challenging the status quo, taking risks and successfully implementing new ideas
that helped with cost savings and revenue generation. During the last
few years before leaving American Express in late 2005, Mr. Sandberg served in
Project Manager and Vendor Relationship Manager positions. In
addition, Mr. Sandberg held the FINRA Series 63, 7 and 24 Securities Licenses
required for management and leadership positions within American Express. Mr. Sandberg is a
graduate of the University of Minnesota, Twin Cities with a Bachelor of Arts
degree in Japanese Language & Culture.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Also on
March 24, 2010, our Board of Directors approved the creation of 100,000 Series
“A” Preferred Shares, which shall have the following special rights and
restrictions:
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1.
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Dividend
Rate. The holders of the shares of Series “A”
Preferred Stock shall not be entitled to participate in dividends and no
such dividend shall be paid, or cumulate, with respect to the shares of
Series “A” Preferred Stock.
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2.
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Voting
Rights. Each holder of record of the shares of
Series “A” Preferred Stock shall be entitled to one thousand (1,000) votes
for each share of Series “A” Preferred Stock standing in his name in the
books of the Company and shall be entitled to vote such shares at all
meetings of the Company including meetings of the Company’s Common Stock
shareholders.
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3.
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No Liquidation
Preference. In the event of any liquidation,
dissolution, or winding up of the affairs of the Company, whether
voluntarily or involuntarily, the holders of the Series “A” Preferred
Stock shall not be entitled to receive any distribution by reason of their
ownership thereof.
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Our Board
of Directors decided to create such Series “A” Preferred Shares because it
believes that our future value and the value to our shareholders lies in the
properties, mineral rights and mining concessions we own, which may become the
target of a takeover, whether hostile or friendly, by larger mineral development
companies. Therefore, our Board of Directors have determined that
Antonio Rotundo, our then President, CFO and a director, is the best person to
evaluate offers and determine whether a particular takeover offer or asset
purchase offer would be the best offer for us. Therefore, our Board
of Directors has authorized the creation of the above mentioned 100,000 Series
“A” Preferred Shares and authorized the issuance of such to Antonio Rotundo so
that he is able to remain in control of management and have control of such
determinations.
In
addition, our Board of Directors authorized the filing of a Certificate of
Designation to be filed with the Secretary of State of Nevada with respect to
the creation of the 100,000 Series “A” Preferred Shares. As of the
date of the filing of this Form 8-K, we have not yet filed the Certificate of
Designation with the Secretary of State of Nevada or issued any Preferred Stock
to Antonio Rotundo.
Item
8.01 Other Events
On April
1, 2010, we entered into a Professional Services Agreement with LarsonAllen LLP
of 809 Meander Court, Medina, MN 55340 (“LarsonAllen”), whereby
LarsonAllen will among other terms and conditions provide the following services
to us:
Outsourced
CFO and Controller Services
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·
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compile
monthly financial statements
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·
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draft
Form 10-Q and 10-K for the various quarter end SEC
filings
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·
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provide
periodic financial and management reports, as
requested
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prepare
and/or review various monthly and quarterly account
reconciliations
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Other
Services
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manage
audit prep process
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prepare
information for tax filings, as
requested
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·
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process
and procedure (including consolidation) evaluation and recommendation (SOX
404 work will be completed under a separate engagement
letter)
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·
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assist
management in establishing key performance
indicators.
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Other
advisory services specifically requested by authorized Affinity Gold
personnel.
Under the
Professional Services Agreement, the fees for providing such services will be
billed to us as follows:
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Controller
services performed by senior level person
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$85 per hour
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CFO
and Controller services performed by Bryan Hamilton
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$125 per hour
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CFO
services performed by Don Frank
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$200 per hour
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In
addition to the hourly service fee, any out of pocket expenses such as out of
town travel, meals and lodging will be billed to us at cost.
The
foregoing description of the Professional Services Agreement does not purport to
be complete and is qualified in its entirety by reference to the Professional
Services Agreement, which is attached hereto as Exhibit 99.1, and which is
incorporated herein by reference.
Pursuant
to Form 8-K, General Instructions F, registrant hereby incorporates by reference
the press releases attached hereto as Exhibit 99.2, 99.3, 99.4, 99.5 and
99.6.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description of Exhibit
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99.1
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Professional
Services Agreement among LarsonAllen LLP and Affinity Gold Corp., dated
April 1, 2010.
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99.2
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News
release dated February 26, 2010
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99.3
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News
release date March 9, 2010
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99.4
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News
release dated May 26, 2010
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99.5
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News
release dated June 4, 2010
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99.6
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News
release dated June 17,
2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Date:
June 17, 2010
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AFFINITY
GOLD CORP.
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By:
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/s/
Corey Sandberg
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Name:
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Corey
Sandberg
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Title:
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President
and Director
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