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): September 30, 2009
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
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 (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
3.02. Unregistered Sales of Equity Securities.
On
September 30, 2009, Affinity Gold Corp. (the “Company”) issued 125,000 shares of
common stock of the Company to 2 individuals due to the closing of the Company’s
private placement at $1.00 per share for total gross proceeds of
$125,000. The Company believes that the two issuances are exempt from
registration under Regulation S promulgated under the Securities Act as the
securities were issued to the individuals through offshore transactions which
were negotiated and consummated outside of the United States.
Item
4.01. Changes in Registrant’s Certifying Accountant.
On
September 30, 2009, the Board of Directors of the Company approved and
authorized the dismissal of Maddox Ungar Silberstein, PLLC, as its independent
registered public accounting firm. On the same date, the Board of Directors
approved, authorized and engaged the accounting firm of
Davis Accounting Group, CPA’s and
Accountants,
as the Company’s new independent registered public
accounting firm.
During
the Company's two most recent fiscal years and any subsequent interim period
preceding the termination of Maddox Ungar Silberstein, there were no
disagreements with Maddox Ungar Silberstein which were not resolved on any
matter concerning accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Maddox Ungar Silberstein would have caused Maddox Ungar
Silberstein to make reference to the subject matter of the disagreements in
connection with its reports. Maddox Ungar Silberstein as the
Company’s independent registered public accounting firm, did not provide an
adverse opinion or disclaimer of opinion to the Company’s financial statements,
nor modify its opinion as to uncertainty, audit scope or accounting
principles. The audit opinions were modified to contain a going
concern qualification during the Company’s two most recent fiscal
years.
The
Company has requested that Maddox Ungar Silberstein furnish the Company with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements. The letter is attached as an exhibit to this
Form 8-K.
On
September 30, 2009, the Company engaged Davis Accounting Group, CPA’s and
Accountants,
as its independent registered public accounting firm. During the
period prior to the engagement of Davis Accounting Group, neither the Company
nor anyone on its behalf consulted Davis Accounting Group regarding the
application of accounting principles to a specific completed or contemplated
transaction, the type of audit opinion that might be rendered on the Company's
financial statements, or any matter that was either the subject of a
disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a
reportable event as described in Item 304(a)(1)(v) of Regulation
S-K.
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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16.1
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Letter
from Maddox Ungar Silberstein, PLLC, dated October 2, 2009 to the
Securities and Exchange Commission regarding statements included in this
Form 8-K.
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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.
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AFFINITY
GOLD CORP.
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By:
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Name:
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Corey
Sandberg
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Title:
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Secretary
and Director
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Exhibit No.
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Description of
Exhibit
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Page Number
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16.1
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Letter
from Maddox Ungar Silberstein, PLLC, dated October 2, 2009 to the
Securities and Exchange Commission regarding statements included in this
Form 8-K.
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5
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