0001165527-14-000696.txt : 20141205 0001165527-14-000696.hdr.sgml : 20141205 20141205085452 ACCESSION NUMBER: 0001165527-14-000696 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141203 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141205 DATE AS OF CHANGE: 20141205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: First American Silver Corp. CENTRAL INDEX KEY: 0001456802 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 980579157 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54327 FILM NUMBER: 141267867 BUSINESS ADDRESS: STREET 1: 10597 DOUBLE R BLVD. STREET 2: SUITE 2 CITY: RENO STATE: NV ZIP: 89521 BUSINESS PHONE: 775-323-3278 MAIL ADDRESS: STREET 1: 10597 DOUBLE R BLVD. STREET 2: SUITE 2 CITY: RENO STATE: NV ZIP: 89521 FORMER COMPANY: FORMER CONFORMED NAME: Mayetok Inc. DATE OF NAME CHANGE: 20090223 8-K 1 g7678.txt 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 December 3, 2014 Date of Report (Date of earliest event reported) FIRST AMERICAN SILVER CORP. (Exact name of registrant as specified in its charter) Nevada 000-54327 98-0579157 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 11380 S. Virginia St Suite 2011 Reno, Nevada 89511 (Address of Principal Executive Offices) 888-332-3660 (Registrant's telephone number, including area code) 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 CFR 240.13e-4(c)) SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. (A) RESIGNATION OF DIRECTOR Effective November 1, 2014, Thomas Menning resigned from the Company's board of directors due to personal and medical reasons. A copy of Mr. Menning's resignation letter is attached hereto as Exhibit 17.1. (B) RESIGNATION OF OFFICER Effective November 1, 2014, Tom Menning also resigned as Chief Executive Officer and all other positions in the Company. (C) APPOINTMENT OF OFFICERS Effective December 3, 2014, the Board of Directors of the Company (the "Board") appointed Mark Radom as chief executive officer of the Company. Mark Radom has not previously held any positions with the Company and there is no arrangement or understanding between Mark Radom and any other person(s) pursuant to which he was selected as an officer of the Company. Mark Radom no family relationships with any director or executive officer of the Company, or persons nominated or chosen by the Company to become directors or executive officers. Furthermore, the Company is not aware of any transaction involving Mark Radom requiring disclosure under Item 404(a) of Regulation S-K. The Board believes that Mr. Radom's extensive experience in business development and management of complex projects will be invaluable in achieving the Company's goals. Professional History of Mark Radom From August 2014 to-date, Mr. Radom has served as chief executive officer and director of Graphite Corp., a company in the graphite mining and graphene technology space. From February 2010 to-date, Mr. Radom has served as the chief carbon officer and from October 2010 through August 2014 general counsel of Bluesphere Corporation. From 2009 through 2010, Mr. Radom was managing director of Carbon MPV Limited, a Cyprus company focused on developing renewable energy and carbon credit projects. From 2007 to 2009, Mr. Radom was general counsel and chief operating officer of Carbon Markets Global Limited, a London-based carbon credit and renewable energy project developer. Mr. Radom has extensive experience in business development in the renewable energy and carbon credit sectors. He has sourced over U.S. $100,000,000 in renewable energy, industrial gas and carbon credit projects and managed many complex aspects of their implementation. He was legal counsel for a number of carbon and ecological project developers and was responsible for structuring joint ventures and advising on developing projects through the CDM/JI registration cycle and emission reduction purchase agreements under the auspices of the Kyoto Protocol. Prior to this, he worked on Wall Street and in the City of London as a US securities and capital markets lawyer where he represented sovereigns, global 2 investment banks and fortune 500 companies across a broad range of capital raising and corporate transactions. He is a graduate of Duke University and Brooklyn Law School. Mr. Radom is admitted to practice law in New York and New Jersey and speaks fluent Russian. (D) APPOINTMENT OF DIRECTORS Effective December 3, 2014, the Board appointed Mark Radom as a director of the Company. Mr. Radom does not have any family relationships with any other executive officers or directors of the Company, or persons nominated or chosen by the Company to become directors or executive officers. There is no arrangement or understanding pursuant to which Mr. Radom was appointed as a member of the Board. Furthermore, the Company is not aware of any transaction requiring disclosure under Item 404(a) of Regulation S-K. It is contemplated that Mr. Radom may serve on certain committees of the Board, but no such committee appointments have been made at this time. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS (d) EXHIBITS Exhibit 17.1 Letter of Resignation from Mr. Thomas Menning. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FIRST AMERICAN SILVER CORP. a Nevada corporation Dated: December 3, 2014 By: /s/ Mark Radom ----------------------------------- Chief Executive Officer 4 EX-17.1 2 ex17-1.txt Exhibit 17.1 THOMAS J. MENNING 11380 S. VIRGINIA STREET #2011 RENO, NV 89511 (775) 287-1664 EMAIL: MENNINGJR@AOL.COM OCTOBER 16, 2014 FIRST AMERICAN SILVER CORP. 11380 S. VIRGINIA STREET #2011 RENO, NV 89511 RE: RESIGNATION THIS LETTER IS TO INFORM THE SHAREHOLDERS OF FIRST AMERICAN SILVER CORP. (FASV) THAT THOMAS J. MENNING FOR PERSONAL AND MEDICAL REASONS WILL RESIGN FROM THE POSITIONS OF CHAIRMAN OF THE BOARD. CHIEF EXECUTIVE OFFICER AND ALL OTHER POSITIONS EFFECTIVE NOVEMBER 1, 2014. RESPECTFULLY, /s/ Thomas J. Menning ------------------------------ THOMAS J. MENNING State of Nevada County of Washoe On October 20, 2014, Thomas J. Menning appeared before me and signed the above resignation letter and know him to be the signer. /s/ Janet R. McAlpine --------------------------------- [SEAL] Notary Public My commission expires May 22, 2015