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):   July 12, 2012

DISCOVERY GOLD CORPORATION
 (Exact name of Company as specified in its charter)
 
Nevada
000-54709
27-2616571
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of Incorporation)
 
Identification Number)
 
817 NE 32 STREET, #201 FORT LAUDERDALE FL 33306
 (Address of principal executive offices)
 
(954) 683-3766
(Company’s Telephone Number)
 
 
NORMAN CAY DEVELOPMENT, INC.
(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 Company under any of the following provisions:
 
       o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

       o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

       o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

       o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective July 12, 2012, the Company changed its name from “Norman Cay Development, Inc.” to “Discovery Gold Corporation” in order to better reflect the direction and business of the Company. The Company changed its name pursuant to an agreement and plan of merger and reorganization, approved by the Board of Directors on June 27, 2012, to merge with and into the Company’s wholly owned subsidiary, which was formed solely for the purpose of the name change.

A copy of the Articles of Merger that stipulated the name change is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference in its entirety.

The name change will become effective at the opening of the markets on July 16, 2012, when the Company's shares of common stock will commence trading under the new stock symbol "DCGD".  The Company's new CUSIP number is 25470Q100.

Item 8.01 Other Events.

On July 13, 2012, the Company issued a press release announcing the name change and ticker symbol change. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
 
Exhibit
Number
 
 
Description
3.1    Certified Articles of Merger 
99.1
 

 
 

 
 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  
DISCOVERY GOLD CORPORATION
     
Date: July 16, 2012 
By: /s/ Dean Huge    
 
  
  
Dean Huge
 
  
Chief Financial Officer

 
Exhibit 3.1
 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

 
 
Exhibit 99.1
 
Norman Cay Development Announces Name Change to Discovery Gold Corporation (OTCQB: DCGD)
 
Fort Lauderdale, Fla., July 13, 2012 - Norman Cay Development, Inc. (OTCQB: NCDL) (OTCQB: DCGD) (“Norman Cay” or the “Company”), an emerging international gold exploration and development company, is pleased to announce that the Company has changed its name to Discovery Gold Corporation.

Effective at the opening of the markets on Monday, July 16, 2012, the Company's common shares will commence trading under the new stock symbol "DCGD".  The Company's new CUSIP number is 25470Q100.

“We are very pleased that FINRA has quickly processed and granted our request to change our name and symbol to more accurately reflect the nature of our international mineral exploration and development business,” said Steve Flechner, President of Discovery Gold Corporation.  “The Company remains focused on achieving the continued finance, exploration, and potential development of the Edum Banso Gold Project in Ghana, and the possible acquisition of interests in other highly prospective exploration projects around the world.”

Further updates regarding the Edum Banso Gold Project and other Company business will be made as additional information becomes available.

About Discovery Gold Corporation

Discovery Gold Corporation   is an emerging U.S. based mineral exploration company offering shareholders the opportunity to participate in the ownership of high-potential international gold exploration and development.  The Company’s wholly-owned subsidiary, Discovery Gold Ghana Limited, currently holds a 65% interest (with the opportunity to re-acquire 25% for a 90% interest total) in the exclusive rights to explore the Edum Banso Gold Project within the historic and prolific gold producing Ashanti Gold Belt in Ghana.

For further information regarding Discovery Gold Corporation, contact:

LiveCall Investor Relations
(855) 490-9700 (Toll-free)
E-mail: DCGD@livecallir.com

Forward-Looking Statements

Certain statements in this press release that are not historical facts are "forward-looking statements" within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Such statements may be identified by the use of words such as "anticipate", "believe", "expect", "may", "will", "would", "should", "plan", "projected", "intend", and similar expressions.  Discovery Gold Corporation f/k/a Norman Cay Development, Inc. (the “Company”) bases these forward-looking statements on current expectations and projections about future events, based on information currently available.  Such forward-looking statements, involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements.  The Company has no mineral resource or reserve estimate for the Edum Banso Gold Project at this time and may not have sufficient funding to thoroughly explore, drill or develop its properties.    The Company disclaims any obligation to update any of its forward-looking statements, except as may be required by law.  On October 1, 2012, the Company has the right to re-acquire 25% of the Edum Banso Gold Project option should certain conditions be met.