- Current report filing (8-K)
March 13 2009 - 2:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) March 5,
2009
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AFFINITY
GOLD CORP.
(Exact
name of registrant as specified in its chapter)
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Nevada
(State
or other jurisdiction
of
incorporation
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333-142890
(Commission
File
Number)
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26-4152475
(IRS
Employer
Identification
No.)
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Av.
Arenales 335
Cercado,
Lima, Peru
(Address
of principal executive offices)
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N/A
(Zip
Code)
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Registrant's
telephone number, including area code
011-511-627-4603
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N/A
(Former
name or former address, if changed since last report)
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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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CRF 240.13e-4(c))
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ITEM
3.02 Unregistered Sale of Equity Securities
On March
5, 2009, Affinity Gold Corp. (the “Company”) issued 760,815 shares of common
stock of the Company to 11 individuals due to the closing of the Company’s
private placement at $0.40 per share for total gross proceeds of
$304,326. The Company believes that two of the issuances are exempt
from registration under Regulation D Rule 506 and/or Section 4(2) of the
Securities Act. The Company believes that the remaining 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
8.01. Other Events
Pursuant
to Form 8-K, General Instructions F, registrant hereby incorporates by reference
the press release attached hereto as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
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Description of
Exhibit
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99.1
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News
release dated March 9, 2009.
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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.
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AFFINITY
GOLD CORP.
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Dated: March
11, 2009
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By:
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/s/ Corey
Sandberg
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Name: Corey
Sandberg
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Title: Secretary
and Director
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