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Date of Report (Date of earliest event reported) November 8, 2013 |
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AFFINITY GOLD CORP.
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Nevada (State or other jurisdiction of incorporation |
333-142890 (Commission File Number) |
26-4152475 (IRS Employer Identification No.) |
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13570 Grove Dr., #310
(Address of principal executive offices) |
55311 (Zip Code) |
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Registrant's telephone number, including area code 763-424-4754 |
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N/A (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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CRF 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 8, 2013, our Board of Directors accepted the resignation of Corey J. Sandberg as our Corporate Secretary. In addition, on the same date, our Board of Directors accepted the consent to act of Craig S. Laughlin and appointed Mr. Laughlin as our non-executive Corporate Secretary and a director of our company.
Biography of Craig Laughlin
Mr. Craig S. Laughlin (age 63) is the founder and President of SRC Funding, Inc., a private company owned by Mr. Laughlin through which he has provided business consulting services and engaged in private investment activity since 1991. During the past 22 years, Mr. Laughlin has served as an officer and director of numerous public companies through which he has structured reverse mergers and funding transactions for micro-cap private companies. Mr. Laughlin currently serves as the Chief Executive Officer, President, Chief Financial Officer, Secretary and Treasurer of HPC Acquisitions, Inc., a reporting issuer posted for trading on the OTCQB that is seeking an acquisition; and as the Chief Executive Officer, President and Chief Financial Officer of Renewable Energy Acquisition Corp., a reporting issuer seeking an acquisition in the renewable energy space. From August 2002 to July 2006, Mr. Laughlin served as an officer and director of Simplagene USA Inc. (now Dinewise, Inc.) where he managed a self-underwritten initial public offering. From June 2005 to April 2006, Mr. Laughlin served as a director of Dotronix, Inc., and served as its President and Chief Financial Officer from October 2005 to April 2006, where he was involved in spinning off a legacy business and preparing the company to acquire a new operating business dealing in over-the-counter health care products. Mr. Laughlin obtained his Bachelor of Arts (Psychology) from Macalester College located in St. Paul, Minnesota in 1972.
Item 7.01 Regulation FD Disclosure
On November 13, 2013, we issued a press release announcing that Craig S. Laughlin has been appointed as our non-executive Corporate Secretary and a director of our company.
A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro forma Financial Information
Not applicable.
(c) Shell Company Transaction
Not applicable.
(d) Exhibits
Exhibit No. Description of Exhibit
99.1 Press Release dated November 13, 2013
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 13, 2013
AFFINITY GOLD CORP.
By:
/s/ Corey Sandberg
Name: Corey Sandberg
Title: President, CEO & Director
Exhibit 99.1
AFFINITY GOLD CORP.
Symbol: AFYG
- OTC PinkNovember 13, 2013
NEWS RELEASE
Maple Grove, Minnesota - November 13, 2013 -
Affinity Gold Corp. (OTC Pink: AFYG.pk) ("Affinity" or the "Company") is pleased to announce that Craig Laughlin has been appointed as a member of the Company's Board of Directors and as non-executive Corporate Secretary of the Company.Mr. Craig Laughlin is the founder and President of SRC Funding, Inc., a private company owned by Mr. Laughlin through which he has provided business consulting services and engaged in private investment activity since 1991. During the past 22 years, Mr. Laughlin has served as an officer and director of numerous public companies through which he has structured reverse mergers and funding transactions for micro-cap private companies. Mr. Laughlin currently serves as the Chief Executive Officer, President, Chief Financial Officer, Secretary and Treasurer of HPC Acquisitions, Inc., a reporting issuer posted for trading on the OTCQB that is seeking an acquisition; and as the Chief Executive Officer, President and Chief Financial Officer of Renewable Energy Acquisition Corp., a reporting issuer seeking an acquisition in the renewable energy space. In recent years, Mr. Laughlin has filled director and officer positions with similar reporting issuers such as Simplagene USA Inc. (for which he managed a self-underwritten IPO), and Dotronix, Inc. (a consulting assignment which involved spinning off a legacy business and preparing the company to acquire an existing private business).
"Mr. Laughlin brings with him a broad and deep understanding of the public company regulatory environment from his many years experience working in various executive and director capacities and being responsible for bringing companies current with their reporting obligations. Mr. Laughlin has an amazing work ethic and extremely high level of integrity towards delivering and maintaining transparency with the shareholders and markets for companies he's involved with. Considering Affinity's objective of becoming current in our reporting and maintaining transparency, I'm very pleased to have Mr. Laughlin join the team at this stage as Affinity moves forward with its opportunities in Peru and intentions to provide and maintain current information" stated Corey Sandberg, President & CEO.
About Affinity Gold Corp.:
Affinity Gold Corp. is a mineral exploration and development company engaged in the acquisition and development of near-term precious mineral production properties within Peru. Affinity Gold Corp.'s primary focus is on developing assets that have demonstrated historical production, contain documented and reliable data and can reasonably begin producing within 12-18 months at a cost of less than $900 per gold equivalent ounce.
www.affinitygold.com
CONTACT:
AFFINITY GOLD CORP.
Corey J. Sandberg
763-424-4754
csandberg@affinitygold.com
For further information please refer to the Company's filings with the SEC on EDGAR available at www.sec.gov
FORWARD-LOOKING STATEMENTS
This news release may include "forward-looking statements" regarding Affinity Gold Corp., and its subsidiaries, business and project plans. Such forward-looking statements are within the meaning of Section 27A of the Securities Act of 1933, as amended, and section 21E of the United States Securities and Exchange Act of 1934, as amended, and are intended to be covered by the safe harbor created by such sections. Where Affinity Gold Corp. expresses or implies an expectation or belief as to future events or results, such expectation or belief is believed to have a reasonable basis. However, forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements. Affinity Gold Corp. does not undertake any obligation to update any forward-looking statement, except as required under applicable law.