UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
April 6, 2011
ASPA GOLD CORP.
(Formerly, Renaissance BioEnergy, Inc.)
(Exact name of registrant as specified in its charter)
| NEVADA | 000-53435 |
| (State or other jurisdiction of incorporation) | (Commission File No.) |
36101 Bob Hope Dr., Suite E5-238
Rancho Mirage, California 92270
(Address of principal executive offices and Zip Code)
760-660-4804
(Registrant's telephone number, including area code)
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 CFR 240.13e-4(c)) |
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
| On April 28, 2011, the Registrant dismissed BehlerMick, PS, its independent registered public accounting firm. None of the reports of BehlerMick, PS on the Company's financial statements for either of the past two years or subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Registrant's audited financial statements contained in its Form 10-K for the fiscal year ended May 31, 2010, a going concern qualification in the registrant's audited financial statements. |
| During the registrant's two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with BehlerMick, PS whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to BehlerMick PS’ satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the Registrant’s financial statements. |
| The registrant had requested that BehlerMick, PS furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. BehlerMick, PS initially declined to provide the letter due to nonpayment by the Company. The Company subsequently renewed its request to BehlerMick, PS, indicating that the Company would be addressing payment in the near future. BehlerMick, PS has not responded to the Company’s latest request for the letter. |
| On April 28, 2011, the registrant engaged Gruber & Company, LLC Certified Public Accountants as its independent registered public accounting firm. During the two most recent fiscal years and the interim periods preceding the engagement, the registrant has not consulted Gruber & Company, LLC Certified Public Accountants regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-B. |
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The Board of Directors had previously resolved to reduce the Authorized Share Capital Company from its current 3,000,000,000 (Three billion) shares of Common Stock to 250,000,000 (Two hundred fifty million) shares of Common Stock. The appropriate filing was made with the Secretary of State in Nevada on April 6, 2011 and accepted by the Secretary of State. The reduction of Authorized Share Capital was approved by our directors and a majority of our shareholders.
The Authorized shares of Preferred Stock in the amount of 100,000,000 (One hundred million) remained unchanged. No shares of Preferred Stock have previously been issued by the Company.
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.
ASPA GOLD CORP.
/s/ Ronald Yadin Lowenthal
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Ronald Yadin Lowenthal
President and Director
May 24, 2011