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
November 22, 2010
Date of Report (Date of earliest event reported)
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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATION ARRANGEMENTS OF CERTAIN
OFFICERS
On November 22, 2010, Scott Pummill resigned as President and Chief Executive
Officer of the Company. Mr. Pummill remains a Director of the Company.
On November 22, 2010, Ronald Yadin Lowenthal was appointed President and Chief
Executive Officer of the Company.
Mr. Lowenthal is a specialist in Corporate Finance, in the structuring of IPO's
and in fund raising for Mining Exploration Companies. From 1999, Mr. Lowenthal
was a founding director of Incentive Holdings Ltd. and Incentive Securities Ltd,
a South African based Financial Services Group. From 1982 to 1999, Mr. Lowenthal
served as a financial consultant and as the compliance officer to family owned,
Lowenthal & Co, a South African based Stock Broking, Corporate Finance and Fund
Management company specializing in obtaining mining concessions for exploration,
and obtaining and assisting a significant number of Mining and other companies
with their obtaining quotations on the Johannesburg Stock Exchange. In 1971, Mr.
Lowenthal earned a Masters of Business Administration degree from the Wharton
Graduate Division, University of Pennsylvania, USA and in 1969 earned a Bachelor
of Arts (Hons) degree in International Relations from the University of Sussex,
England.
From 1972 to 1979, Mr. Lowenthal served as an International Merchant Banker with
Scandinavian Bank in both London and in Singapore, Amex Bank in both London and
in Hong Kong, Rothschild Intercontinental Bank in both London and in Hong Kong
and with European and American Bank in New York. From 1979 to 1981, Mr.
Lowenthal was involved in Diamond Mining and in Diamond Trading on an
International basis.
Mr. Lowenthal's experience in mining goes back to the early 1970's, when he was
working in Sierra Leone, Guinea and Burkina Faso and obtained mining concessions
in gold and diamonds in these countries. Mr. Lowenthal resumed his interest in
West Africa in 2006, when he was requested by an international mining company to
obtain a uranium concession. As a result of this activity, Mr. Lowenthal
established an office in Dakar, Senegal and Nouakchott, Mauritania and has
actively pursued concessions in Senegal, Mauritania and Guinea. These activities
extend from gold to iron ore, chrome and uranium. The Lowenthal family has been
involved in mining activity in South Africa, Guinea, Senegal, Mauritania, over
many years and, when Mr. Lowenthal returned from Asia to South Africa in 1982
when his family and others gained control of Johannesburg Mining Finance
Limited, which became Consolidated Mining Corporation. This group specialized in
2
gold and diamonds. Mr. Lowenthal is presently an officer or director of Kansala
Resources SA, Senegal, Sanko Lowenthal, Mauritanie SARL, Sloane Investments,
Inc., Chataprop Holdings 86 (Pty) Limited, IHL Nominees (Pty) Limited, Incentive
Securities (Pty) Limited and North American Gold & Minerals Fund. He was
previously an officer or director of Faso Mining SA, Consolidated Mining
Corporation Limited, West Witwatersrand Gold Holding Limited, Carrig Diamonds
Limited, Hanover Capital Group plc, Anglo Dutch Life Limited, Africa Resources
Investments Limited, Catwalk Investments 398 (Pty) Limited, Hanover Research
(Pty) Limited, Incentive Asset Management (Pty) Limited, Incentive Asset
Traders, Incentive Corporate Finance (Pty) Limited, Incentive Holdings Limited,
Rhizoid Timeline Formula Limited, Saga Lowenthal Commodities (Pty) Limited,
Benoni Gold Holdings Limited, Bonte Koe Mynbou Ondernemings (Pty) Limited, Rex
Mining Corporation Limited, Southern Fissures Limited, Wolfberg Mynbou (Pty)
Limited, Carbon Leader Limited, Loxton Exploration (Pty) Limited, Dukes Court
Shareblock Limited, Edgtech Holdings (Pty) Limited, Master Computer Bureau (Pty)
Limited, Moorpark Shareblock Limited, Pick Distribution Company (Pty) Limited,
Pick Square (Pty) Limited, Pick Technologies (Pty) Limited and Mesklip
Prospecting (Pty) Limited.
During the past ten years, Mr. Lowenthal has not been the subject of the
following events:
1. A petition under the Federal bankruptcy laws or any state insolvency law
was filed by or against, or a receiver, fiscal agent or similar officer was
appointed by a court for the business or property of such person, or any
partnership in which he was a general partner at or within two years before
the time of such filing, or any corporation or business association of
which he was an executive officer at or within two years before the time of
such filing;
2. Convicted in a criminal proceeding or is a named subject of a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
3. The subject of any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining him from, or otherwise limiting, the following
activities; associated person of any of the foregoing, or as an investment
adviser, underwriter, broker or dealer in securities, or as an affiliated
person, director or employee of any investment company, bank, savings and
loan association or insurance company, or engaging in or continuing any
conduct or practice in connection with such activity;
i) Acting as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, any other person regulated by the Commodity
Futures Trading Commission, or an
3
ii) Engaging in any type of business practice; or
iii) Engaging in any activity in connection with the purchase or sale of
any security or commodity or in connection with any violation of
Federal or State securities laws or Federal commodities laws;
4. The subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any Federal or State authority barring, suspending
or otherwise limiting for more than 60 days the right of such person to
engage in any activity described in paragraph 3.i in the preceding
paragraph or to be associated with persons engaged in any such activity;
5. Was found by a court of competent jurisdiction in a civil action or by the
Commission to have violated any Federal or State securities law, and the
judgment in such civil action or finding by the Commission has not been
subsequently reversed, suspended, or vacated;
6. Was found by a court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any Federal
commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated;
7. Was the subject of, or a party to, any Federal or State judicial or
administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of:
i) Any Federal or State securities or commodities law or regulation; or
ii) Any law or regulation respecting financial institutions or insurance
companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty
or temporary or permanent cease-and-desist order, or removal or
prohibition order, or
iii) Any law or regulation prohibiting mail or wire fraud or fraud in
connection with any business entity; or
8. Was the subject of, or a party to, any sanction or order, not subsequently
reversed, suspended or vacated, of any self-regulatory organization (as
defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any
registered entity (as defined in Section 1(a)(29) of the Commodity Exchange
4
Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or
organization that has disciplinary authority over its members or persons
associated with a member.
ITEM 8.01 OTHER EVENTS
ASSIGNMENT OF NEW CUSIP NUMBER
On November 19, 2010 the CUSIP Service Bureau assigned a new CUSIP number for
the Company's common stock. The new CUSIP number is 00213A 100.
ACQUISITION OF ADDITIONAL MINERAL RIGHTS
On November 22, 2010, we entered into and closed an agreement to acquire an
additional 25% (Twenty five percent) undivided interest in the 22 (Twenty two)
unpatented placer mining claims included in the Oatman Gold Project (the "Oatman
Gold Project Acquisition Agreement") with McIntyre & Bauman Group, LLC, Placer
Petroleum, LLC and the other sellers named therein, pursuant to which the
Company agreed to acquire the interest of the sellers in the unpatented mining
claims, located in Mohave County, Arizona, in exchange for Twenty Eight Million
(28,000,000) shares of our restricted common stock valued at the par value of
US$0.00001 per share, as well as a net smelter returns royalty based on a
sliding scale ranging from 1% (One percent) at a gold spot price of under US$600
(Six hundred dollars) per ounce to 4% (Four percent) at a gold price over
US$1,200 (One thousand two hundred dollars) but less than US$1,500 (One thousand
five hundred dollars) per ounce to 8% (Eight percent) at a gold price over
US$2,400 (Two thousand four hundred dollars) per ounce and a 5% (Five percent)
net profit interest. This acquisition brings our total interest in these 22
(Twenty two) unpatented placer mining claims to 50% (Fifty percent).
CHANGE IN COMPANY'S CONTACT INFORMATION
The Company has changed its telephone number to: (760) 660-4804 and its E Mail
addresses to:
Corporate Actions: corporate@aspagold.com
Investor Relations: ir@aspagold.com
5
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
Simultaneously with the closing under the Oatman Gold Project Acquisition
Agreement, we issued an aggregate of 8,000,000 (Eight million) restricted shares
of common stock of the Company. The securities were issued to 1 (one) non-U.S.
persons (as that term as defined in Regulation S of the Securities Act of 1933),
in an offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.
Simultaneously with the closing under the Oatman Gold Project Acquisition
Agreement, we issued an aggregate of 20,000,000 (Twenty million) restricted
shares of common stock of the Company. The securities were issued to 2 (Two)
U.S. persons, as that term is defined in Regulation S of the Securities Act of
1933, relying on Section 4(2) of the Securities Act and/or Rule 506 of
Regulation D, promulgated under the United States Securities Act of 1933, as
amended.
ITEM 9.01 EXHIBITS
10.1 Oatman Gold Project Acquisition Agreement dated November 22, 2010
among ASPA GOLD CORP., f/k/a Renaissance Bioenergy Inc., McIntyre &
Bauman Group, LLC and the other sellers identified therein
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 this 22nd day of November, 2010.
ASPA GOLD CORP.,
f/k/a RENAISSANCE BIOENERGY INC.
By: /s/ Ronald Yadin Lowenthal
--------------------------------------
Name: RONALD YADIN LOWENTHAL
Title: PRESIDENT & CEO
6