UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
quarterly period ended December 31,
2008.


or





 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF
      1934





For the
transition period from to _________________ to
________________





Commission
File Number :          333-142890.





AFFINITY GOLD
CORP.


(Exact
name of registrant as specified in its charter)





Nevada
                    26-4152475(State
      or other jurisdiction of incorporation or organization)
                    (I.R.S.
      Employer Identification No.)Av. Arenales 335
                      Cercado, Lima, Peru
                      (Address
      of principal executive offices)
                    N/A
                      (Zip
      Code)





011-511-627-4603(Registrant’s
      telephone number, including area code)
                  
                  Syncfeed Inc.
                  50 West Liberty St. Suite 880 , Reno, NV,
      89501
                  (Former
      name, former address and former fiscal year, if changed since last
      report)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


x Yes      
  ̈
No




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





Large accelerated filer
                 ̈
                
                
                
                Accelerated filer
                 ̈Non-accelerated filer
                 ̈
                (Do not check if a smaller reporting company)
                
                Smaller reporting company
                x





Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).


x Yes      
  ̈
No





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:





Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.


 ̈
Yes         ̈ No





APPLICABLE
ONLY TO CORPORATE ISSUERS:





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date:  64,500,000 common shares as
of February 11, 2009.





TABLE OF
CONTENTS





PART
      I – FINANCIAL INFORMATION
                3Item
      1.
                Financial
      Statements
                3Item
      2.
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                4Item
      3.
                Quantitative
      and Qualitative Disclosures About Market Risk.
                8Item
      4.
                Controls
      and Procedures.
                8PART
      II - OTHER INFORMATION
                10Item
      1.
                Legal
      Proceedings
                10Item
      1A.
                Risk
      Factors
                10Item
      2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                10Item
      3.
                Defaults
      upon Senior Securities
                10Item
      4.
                Submission
      of Matters to a Vote of Security Holders
                10Item
      5.
                Other
      Information
                10Item
      6
                Exhibits
                10


2


PART
I – FINANCIAL INFORMATION





Item
1.  Financial Statements





Our
unaudited financial statements included in this Form 10-Q are as
follows:





F-1
            Balance
      Sheets as of December 31, 2008 (unaudited) and March 31, 2008
      (audited);F-2
            Statements
      of Operations for the three and nine months ended December 31, 2008 and
      2007 and period from March 27, 2007 (Inception) to December 31, 2008
      (unaudited);F-3
            Statement
      of Stockholders’ Deficit for period from March 27, 2007 (Inception) to
      December 31, 2008 (unaudited);F-4
            Statements
      of Cash Flows for the nine months ended December 31, 2008 and 2007 and
      period from March 27, 2007 (Inception) to December 31, 2008
      (unaudited); andF-5
            Notes
      to Unaudited Financial Statements.





These
unaudited financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and the SEC instructions to Form 10-Q.  In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included.  Operating results for the interim
period ended December 31, 2008, are not necessarily indicative of the results
that can be expected for the full year.




3




SYNCFEED
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 BALANCE
SHEETS
 As
of December 31, 2008 and March 31, 2008
 
 December 31, 2008
                    
                    
                    March 31, 2008(unaudited)
                    
                    
                    (audited)ASSETSCurrent
      AssetsCash
      and equivalents
                    
                    $
                    -0-
                    
                    
                    $
                    -0-TOTAL
      ASSETS
                    
                    $
                    -0-
                    
                    
                    $
                    -0-LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      LiabilitiesAccrued
      expenses
                    
                    $
                    2,000
                    
                    
                    $
                    7,091Due
      to officer
                    
                    
                    10,591
                    
                    
                    
                    -0-Total
      Liabilities
                    
                    
                    12,591
                    
                    
                    
                    7,091Stockholders’
      DeficitCommon
      Stock, $.001 par value, 75,000,000 shares authorized, 2,150,000 shares
      issued and outstanding
                    
                    
                    2,150
                    
                    
                    
                    2,150Additional
      paid-in capital
                    
                    
                    40,850
                    
                    
                    
                    40,850Deficit
      accumulated during the development stage
                    
                    
                    (55,591
                    )
                    
                    
                    (50,091
                    )Total
      stockholders’ deficit
                    
                    
                    (12,591
                    )
                    
                    
                    (7,091
                    )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                    
                    $
                    -0-
                    
                    
                    $
                    -0-
 
 See
accompanying notes to financial statements.
  F-1
  SYNCFEED
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF OPERATIONS (unaudited)
 Three
and Nine Months Ended December 31, 2008 and 2007
 Period
from March 27, 2007 (Inception) to December 31, 2008
 
 Three
                  
                  
                  Three
                  
                  
                  Nine
                  
                  
                  Nine
                  
                  
                  Period fromMonths
                  
                  
                  Months
                  
                  
                  Months
                  
                  
                  Months
                  
                  
                  March 27, 2007ended
                  
                  
                  ended
                  
                  
                  ended
                  
                  
                  ended
                  
                  
                  (Inception) toDecember
                  
                  
                  December
                  
                  
                  December
                  
                  
                  December
                  
                  
                  December31, 2008
                  
                  
                  
                  31, 2007
                  
                  
                  
                  31, 2008
                  
                  
                  
                  31, 2007
                  
                  
                  
                  31, 2008Revenues
                  
                  $
                  -0-
                  
                  
                  $
                  -0-
                  
                  
                  $
                  -0-
                  
                  
                  $
                  -0-
                  
                  
                  $
                  -0-Operating
      expenses :Professional
      fees
                  
                  
                  2,000
                  
                  
                  
                  2,000
                  
                  
                  
                  5,500
                  
                  
                  
                  40,495
                  
                  
                  
                  55,591Net
      Loss
                  
                  $
                  (2,000
                  )
                  
                  $
                  (2,000
                  )
                  
                  $
                  (5,500
                  )
                  
                  $
                  (40,495
                  )
                  
                  $
                  (55,591
                  )Net
      loss per share:Basic
      and diluted
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.02
                  )
                  
                  $
                  (0.02
                  )Weighted
      average shares outstanding:Basic
      and diluted
                  
                  
                  2,150,000
                  
                  
                  
                  2,150,000
                  
                  
                  
                  2,150,000
                  
                  
                  
                  2,150,000
                  
                  
                  
                  2,150,000
  See
accompanying notes to financial statements.
  F-2
  SYNCFEED
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENT
OF STOCKHOLDERS’ DEFICIT (unaudited)
 Period
from March 27, 2007 (Inception) to December 31, 2008
 
 Common stock
                
                
                Additional
                  paid-in
                
                
                Deficit
                  accumulated
                  during the
                  developmentShares
                
                
                Amount
                
                
                capital
                
                
                stage
                
                
                TotalIssuance
      of common stockfor
      cash @$.001
                
                
                2,150,000
                
                
                $
                2,150
                
                
                $
                40,850
                
                
                $
                -
                
                
                $
                43,000Net
      loss for the yearended
      March 31, 2007
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (4,505
                )
                
                
                (4,505
                )Balance,
      March 31, 2007
                
                
                2,150,000
                
                
                
                2,150
                
                
                
                40,850
                
                
                
                (4,505
                )
                
                
                38,495Net
      loss for the yearended
      March 31, 2008
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (45,586
                )
                
                
                (45,586
                )Balance
      March 31, 2008
                
                
                2,150,000
                
                
                
                2,150
                
                
                
                40,850
                
                
                
                (50,091
                )
                
                
                (7,091
                )Net
      loss for the nine months ended December 31, 2008
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (5,500
                )
                
                
                (5,500
                )Balance
      December 31, 2008
                
                
                2,150,000
                
                
                $
                2,150
                
                
                $
                40,850
                
                
                $
                (55,591
                )
                
                $
                (12,591
                )
  See
accompanying notes to financial statements.
  F-3
  SYNCFEED
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF CASH FLOWS (unaudited)
 Nine
Months Ended December 31, 2008 and 2007
 Period
from March 27, 2007 (Inception) to December 31, 2008
 
 Nine
                                  
                                  
                                  Nine
                                  
                                  
                                  Period fromMonths
                                  
                                  
                                  Months
                                  
                                  
                                  March 27, 2007Ended
                                  
                                  
                                  ended
                                  
                                  
                                  (Inception) toDecember
                                  
                                  
                                  December
                                  
                                  
                                  December31, 2008
                                  
                                  
                                  31, 2007
                                  
                                  
                                  31, 2008CASH FLOWS
      FROM OPERATING ACTIVITIESNet
      loss
                                  
                                  $
                                  (5,500
                                  )
                                  
                                  $
                                  (41,000
                                  )
                                  
                                  $
                                  (55,591
                                  )Change
      in non-cash working capital itemsPrepaid
      expenses
                                  
                                  
                                  -0-
                                  
                                  
                                  
                                  4,000
                                  
                                  
                                  
                                  -0-Accrued
      expenses
                                  
                                  
                                  (5,091
                                  )
                                  
                                  
                                  2,000
                                  
                                  
                                  
                                  2,000Due
      to officer
                                  
                                  
                                  10,591
                                  
                                  
                                  
                                  -0-
                                  
                                  
                                  
                                  10,591CASH
      FLOWS USED BY OPERATING ACTIVITIES
                                  
                                  
                                  -0-
                                  
                                  
                                  
                                  (35,000
                                  )
                                  
                                  
                                  (43,000
                                  )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from sales of common stock
                                  
                                  
                                  -0-
                                  
                                  
                                  
                                  -0-
                                  
                                  
                                  
                                  43,000NET
      INCREASE IN CASH
                                  
                                  
                                  -0-
                                  
                                  
                                  
                                  -0-
                                  
                                  
                                  
                                  -0-Cash,
      beginning of period
                                  
                                  
                                  -0-
                                  
                                  
                                  
                                  35,000
                                  
                                  
                                  
                                  -0-Cash,
      end of period
                                  
                                  $
                                  -0-
                                  
                                  
                                  $
                                  -0-
                                  
                                  
                                  $
                                  -0-SUPPLEMENTAL
      CASH FLOWINFORMATIONInterest
      paid
                                  
                                  $
                                  -0-
                                  
                                  
                                  $
                                  -0-
                                  
                                  
                                  $
                                  -0-Income
      taxes paid
                                  
                                  $
                                  -0-
                                  
                                  
                                  $
                                  -0-
                                  
                                  
                                  $
                                  -0-
 
 See
accompanying notes to financial statements.
  F-4
 
 SYNCFEED
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO THE FINANCIAL STATEMENTS
 December
31, 2008
 
 NOTE 1 –
SUMMARY OF ACCOUNTING POLICIES
 
 Nature of
Business
 
 Syncfeed
Inc. (“Syncfeed”), a development stage company located in Reno, Nevada, was
incorporated in Nevada on March 27, 2007.  Syncfeed is developing crab
feed formula for aqua farmers in China.  Syncfeed operates out of
office space owned by a director and stockholder of the Company.  The
facilities are provided at no charge.  There can be no assurances that
the facilities will continue to be provided at no charge in the
future.  See Note 6.
 
 Basis of
Presentation
 
 The
accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission (“SEC”), and
should be read in conjunction with the audited financial statements and notes
thereto contained in the Company’s Form 10-K filed with the SEC for the year
ended March 31, 2008.  In the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of
financial position and the results of operations for the interim periods
presented have been reflected herein.  The results of operations for
interim periods are not necessarily indicative of the results to be expected for
the full year.
 
 Development
Stage Company
 
 The
accompanying financial statements have been prepared in accordance with the
Statement of Financial Accounting Standards No. 7 ”Accounting and Reporting by
Development-Stage Enterprises”.  A development-stage enterprise is one
in which planned principal operations have not commenced or if its operations
have commenced, there has been no significant revenues there from.
 
 Cash and
Cash Equivalents
 
 Syncfeed
considers all highly liquid investments with maturities of three months or less
to be cash equivalents.  At December 31, 2008 the Company had $-0- of
cash.
 
 Fair
Value of Financial Instruments
 
 Syncfeed’s
financial instruments consist of cash and cash equivalents, accrued expenses and
payables due to an officer. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
financial statements.
  F-5
 
 SYNCFEED
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO THE FINANCIAL STATEMENTS
 December
31, 2008
 
 NOTE 1 –
SUMMARY OF ACCOUNTING POLICIES (continued)
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.
 
 Basic
loss per share
 
 Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
 
 Recent
Accounting Pronouncements
 
 Syncfeed
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on the Company’s results of operations, financial
position or cash flow.
 
 NOTE 2 –
ACCRUED EXPENSES
 
 Accrued
expenses at December 31, 2008 consisted of the professional fees to be paid to
the Company’s outside independent auditor for services rendered for period ended
December 31, 2008.
 
 NOTE 3 –
DUE TO OFFICER
 
 Due to
officer at December 31, 2008 consisted of the funds advanced to the Company by
an officer to be used for working capital.  The amounts are due upon
demand, non-interest bearing, and unsecured.
 
 NOTE 4 –
INCOME TAXES
 
 For the
period ended December 31, 2008, Syncfeed has incurred net losses and, therefore,
has no tax liability.  The net deferred tax asset generated by the
loss carry-forward has been fully reserved.  The cumulative net
operating loss carry-forward is approximately $55,500 at December 31, 2008, and
will expire beginning in the year 2027.
  F-6
 
 SYNCFEED
INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO THE FINANCIAL STATEMENTS
 December
31, 2008
 
 NOTE 4 –
INCOME TAXES (continued)
 
 The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
  2008Deferred
      tax asset attributable to:Net
      operating loss carryover
                    
                    $
                    18,900Valuation
      allowance
                    
                    
                    (18,900
                    )Net
      deferred tax asset
                    
                    $
                    -
 
 NOTE 5 –
LIQUIDITY AND GOING CONCERN
  Syncfeed
has negative working capital, has incurred operating losses since inception, and
has not yet received revenues from sales of products or
services.  These factors create substantial doubt about the Company’s
ability to continue as a going concern.  The financial statements do
not include any adjustment that might be necessary if the Company is unable to
continue as a going concern.
  The
ability of Syncfeed to continue as a going concern is dependent on the Company
generating cash from the sale of its common stock and/or obtaining debt
financing and attaining future profitable operations.  Management’s
plans include selling its equity securities and obtaining debt financing to fund
its capital requirement and ongoing operations; however, there can be no
assurance the Company will be successful in these efforts.
 
 NOTE 6 –
SUBSEQUENT EVENTS
  A change
of control took place on Jan. 9, 2009.
  On
January 21, 2009, the Company filed Articles of Merger with its wholly-owned
subsidiary, Affinity Gold Corp., in order to effect a name change from Syncfeed
Inc. to Affinity Gold Corp., which is to be effective with the State of Nevada
on Feb. 10, 2009 and is still waiting approval from FINRA to be effective on the
market.  Also on January 21, 2009, the Company filed a Certificate of
Change to effect a forward stock split on a basis of 30 new shares for each one
old share resulting in the authorized common shares increasing from 90,000,000
common shares having a par value of $0.001 per share to 2,700,000,000 common
shares having a par value of $0.001 per share (the preferred shares were not
affected and remain at 10,000,000 preferred shares) and the issued and
outstanding common shares increasing from 2,150,000 to 64,500,000 shares, which
is also to be effective with the State of Nevada on Feb. 10, 2009 and is still
waiting approval from FINRA to be effective on the market.
  The
Company intends on entering into a letter of intent with a Peruvian company to
acquire its Mineral Exploration License and Exploration Permit, which will
effectively change the business direction to mineral exploration concentrating
on gold exploration.
  F-7


Item
2.             Management’s
Discussion and Analysis of Financial Condition and Results of
Operations





Forward-Looking
Statements





Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of
1934.   These forward-looking statements generally are identified
by the words “believes,” “project,” “expects,” “anticipates,” “estimates,”
“intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions.  We intend
such forward-looking statements to be covered by the safe-harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and are including this statement for purposes of complying with
those safe-harbor provisions.  Forward-looking statements are based on
current expectations and assumptions that are subject to risks and uncertainties
which may cause actual results to differ materially from the forward-looking
statements. Our ability to predict results or the actual effect of future plans
or strategies is inherently uncertain.  Factors which could have a
material adverse affect on our operations and future prospects on a consolidated
basis include, but are not limited to: changes in economic conditions,
legislative/regulatory changes, availability of capital, interest rates,
competition, and generally accepted accounting principles. These risks and
uncertainties should also be considered in evaluating forward-looking statements
and undue reliance should not be placed on such statements.  We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.  Further information concerning our business, including
additional factors that could materially affect our financial results, is
included herein and in our other filings with the SEC.





Plan
of Operation





We were
incorporated as “Syncfeed Inc.” in the State of Nevada on March 27,
2007.  As at December 31, 2008, we were engaged in the business of
developing, manufacturing, and selling commercial feed (the “Product”)
specifically for commercially raised and harvested Chinese Mitten-handed Crabs
(the “Crabs”).  We were testing and refining the formula for our
Product at our Crab farming facility in Xingou, Jianli, Hubei,
China.  We intended to begin the manufacture and distribution of the
Product to Crab farmers in the Lake Yangcheng area as well as throughout
mainland China when we became satisfied that our Product provides the greatest
Return on Investment for Crab Farmers by being the most attractive to the Crab
palate and the healthiest in terms of promoting the greatest weight gains in the
shortest period of time.  However, subsequent to the quarter ended
December 31, 2008, we had a change of control and new management intends on
changing our business direction.  Please see the section below titled
“Subsequent Events and
Intended Change of Business.”





Product
Development





As at
December 31, 2008, we intended to continue to refine our product formula over
the coming months.  While we felt that our product in its current form
could have competed effectively in the marketplace, we planned to improve the
formula to increase its attractiveness to Crabs, improve its impact on Crab
growth and reduce the costs of ingredients.  We expected to incur
roughly $10,000 on our product development in the next twelve
months.  However, subsequent to the quarter ended December 31, 2008,
we had a change of control and new management intends on changing our business
direction.  Please see the section below titled “Subsequent Events and Intended
Change of Business.”





Locate
Suitable Manufacturing





As at
December 31, 2008, we did not have any manufacturing facilities.  Our
directors had contacted several general feed producers in the Guangdong province
of China, and had begun negotiations for the manufacture of our Product on a
contract basis.  We were negotiating price, payment, customer
guarantee, shipping, inventory, delivery schedule and
returns.  Production of our crab feed doesn’t require any facilities
or equipment beyond what is available at any general feed
producer.  We could contract with any general feed producer to
manufacture our product by following our instructions.  Most general
feed producers already utilize the same method we use to produce the feed
pellets; we simply need to provide the ingredients and their
ratios.  We did not anticipate renting a warehouse at this stage of
our business.  Any feed producer we select to work with us will
provide packaging, storage, and shipping services for us as part of our
agreement.  However, subsequent to the quarter ended December 31,
2008, we had a change of control and new management intends on changing our
business direction.  Please see the section below titled “Subsequent Events and Intended
Change of Business.”


4





Sales
and distribution Strategy





As at
December 31, 2008, our goal was for our crab feed to become a leading product in
the Chinese marketplace.  In order to achieve our goal, we intended to
increase awareness of our Product with potential customers, who we anticipated
would be major retailers as wholesale customers and Crab farmers as end
users.  We intended to do this by engaging in the
following:





1.
            Attending
      national and regional aquaculture product and technology promotional
      events and conferences. There are events and conferences hosted and
      managed by regional and central institutions and organizations to promote
      advanced aquaculture products and technology, including trade meetings,
      conferences, Expos, and promotional events.  We planned to
      attend a number of such events, such as the Fishery Exhibition 2008, which
      are heavily attended by aquaculture merchants, wholesalers, and retailers,
      in order to further expose our
product.





2.
            Developing
      direct marketing programs to attract retailers.  In addition to
      attending the foregoing conferences and seminars, we intended to market
      directly to aquaculture farmers.  Our marketing would have
      included conducting seminars and the use of online and traditional
      advertising media such as newspapers and trade
    publications.





3.
            Promoting
      to the public through internet-based and traditional media
      advertising.  We intended to use Internet-based and traditional
      media to promote our product directly to the public to raise public
      awareness of our product.  Our plan was to create a public
      demand for Crabs raised on our
Product.





However,
subsequent to the quarter ended December 31, 2008, we had a change of control
and new management intends on changing our business direction.  Please
see the section below titled “Subsequent Events and Intended
Change of Business.”





Sales
Personnel




As at
December 31, 2008, in the short term, we intended to use the services of our
management to sell our products.  If our product approached the
manufacturing stage, however, we planned to employ up to thirty salesmen in the
Guangdong province of China to promote and sell our product to wholesalers,
retailers, and end-user Crab farmers.  These sales representatives
would have been responsible for soliciting, selecting and securing accounts
within a particular regional territory.  However, subsequent to the
quarter ended December 31, 2008, we had a change of control and new management
intends on changing our business direction.  Please see the section
below titled “Subsequent
Events and Intended Change of Business.”





Significant
Equipment




As at
December 31, 2008, we did not intend to purchase any significant equipment for
the next twelve months.  However, subsequent to the quarter ended
December 31, 2008, we had a change of control and new management intends on
changing our business direction, which may include the purchase of some heavy
equipment in the next twelve months to assist with the new business
direction.  Please see the section below titled “Subsequent Events and Intended
Change of Business.”


5





Expenses





As at
December 31, 2008, in our management’s opinion, we expected to incur the
following expenses to fund our plan of operation for the next twelve
months:





1.
            Audit
      fees, which consist primarily of accounting and auditing fees for the
      yearend audit.  We estimated that our audit fees for the next
      twelve months will be approximately $10,000, which includes quarterly
      reviews;





2.
            Bank
      charges, which consist primarily of charges by our bank for processing
      transactions through our checking account.  We estimated that
      our bank charges for the next twelve months will be approximately
      $100;





3.
            Legal
      and organizational fees, which consist primarily of legal fees paid by us
      regarding securities advice and organizing the company.  We
      estimated that our legal and organizational fees for the next twelve
      months would be approximately $20,000 to $35,000;
  and





4.
            Other
      operating expenses, which consist primarily of the expenses incurred for
      further development of our Crab feed formula; for the advertising campaign
      for our Product; and for and other administrative expenses.  We
      estimated that our other operating expenses for the next twelve months
      would be approximately $30,000.





As at
December 31, 2008, we anticipated that, in time, the primary source of revenues
for our business model would be the sale of our Product.  However,
subsequent to the quarter ended December 31, 2008, we had a change of control
and new management intends on changing our business direction.  Please
see the section below titled “Subsequent Events and Intended
Change of Business.”





Results
of Operations for the Three and Nine months Ended December 31, 2008 and 2007 and
Period from March 27, 2007 (Date of Inception) until December 31,
2008





We
generated no revenue for the period from March 27, 2007 (date of inception)
until December 31, 2008.  As at December 31, 2008, we did not
anticipate earning revenues until such time that we refine our Product and
successfully market it to our target consumers.  We are presently in
the development stage of our business and we can provide no assurance that we
will successfully implement our business plan.





Our
Operating Expenses were $2,000 during the three months ended December 31, 2008,
compared with $2,000 for the three months ended December 30,
2007.  Our Operating Expenses were $5,500 during the nine months ended
December 31, 2008, compared with $40,495 for the nine months ended December 30,
2007.  Our Operating Expenses were $55,591 for the period from March
27, 2007 (date of inception) to December 31, 2008.  For each period
mentioned, our Operating Expenses consisting entirely of Professional
Fees.





For the
three months ended December 31, 2008, we recorded a net loss of $2,000 for the
three months ended December 31, 2008, compared with $2,000 for the three months
ended December 30, 2007.  We recorded a net loss of $5,500 for the
nine months ended December 31, 2008, compared with $40,495 for the nine months
ended December 30, 2007.  We recorded a net loss of $55,591 for the
period from March 27, 2007 (date of inception) until December 31,
2008.





As of
December 31, 2008, we anticipated that our operating expenses would increase as
we undertook our plan of operations.  The increase would be
attributable to the continued development of our Product and the professional
fees associated with our obligations as a reporting company under the Securities
Exchange Act of 1934.





However,
subsequent to the quarter ended December 31, 2008, we had a change of control
and new management intends on changing our business direction, which is expected
to have a significant increase on our anticipated operating
expenditures.  Please see the section below titled “Subsequent Events and Intended
Change of Business.”


6


Liquidity
and Capital Resources





As of
December 31, 2008, we had no current assets.  We had $12,591 in
current liabilities as of December 31, 2008. Thus, we had a working capital
deficit of $12,591 as of December 31, 2008.





Operating
activities used $43,000 in cash for the period from March 27, 2007 (date of
inception) until December 31, 2008.  Our net loss of $55,591 was the
primary basis of our negative operating cash flow, offset by accrued expenses
and amounts due to an officer in the amount of $10,591.  Financing
Activities during the period from March 27, 2007 (date of inception) until
December 31, 2008 generated $43,000 in cash during the period.





As of
December 31, 2008, we have insufficient cash to operate our business at the
current level for the next twelve months and insufficient cash to achieve our
business goals.  The success of our business plan beyond the next 12
months is contingent upon us obtaining additional financing.  We
intend to fund operations through debt and/or equity financing arrangements,
which may be insufficient to fund our capital expenditures, working capital, or
other cash requirements.  We do not have any formal commitments or
arrangements for the sales of stock or the advancement or loan of funds as at
December 31, 2008. There can be no assurance that such additional financing will
be available to us on acceptable terms, or at all.





However,
subsequent to the quarter ended December 31, 2008, we had a change of control
and new management intends on changing our business direction.  Please
see the section below titled “Subsequent Events and Intended
Change of Business.”  Our new management intends to raise
equity financing in order to proceed with the intended new business direction of
mineral exploration concentrating on gold exploration in Peru.





Off
Balance Sheet Arrangements





As of
December 31, 2008, there were no off balance sheet arrangements.





Going
Concern




We have
negative working capital and have not yet received revenues from sales of
products.  These factors have caused our accountants to express
substantial doubt about our ability to continue as a going concern.  The
financial statements do not include any adjustment that might be necessary if we
are unable to continue as a going concern.





Our
ability to continue as a going concern is dependent on our generating cash from
the sale of our common stock and/or obtaining debt financing and attaining
future profitable operations.  Management’s plans include selling our
equity securities and obtaining debt financing to fund our capital requirement
and ongoing operations; however, there can be no assurance we will be successful
in these efforts.





Subsequent
Events and Intended Change of Business





On
December 30, 2008, Ms. Yin Cheng Kong, our President, CEO, CFO, Secretary,
Treasurer and a director, agreed to sell all of her 580,000 shares of our issued
and outstanding common stock, and Mr. Wang Zhao, a director of our company,
agreed to sell all of his 580,000 shares of our issued and outstanding common
stock, for an aggregate of 1,160,000 shares of our common stock to Mr. Antonio
Rotundo for an aggregate price of US$58,000 to be paid on or before January 15,
2009.





The
closing of the foregoing stock purchase agreement took place on January 9, 2009,
and as of such date Mr. Antonio Rotundo is the owner of 1,160,000 shares of our
common stock representing approximately 54% of our issued and outstanding common
stock.  The foregoing description of the stock purchase transaction
does not purport to be complete and is qualified in its entirety by reference to
the stock purchase agreement, which was filed with the Form 8-K on December 31,
2008, and which is incorporated herein by reference.





In
connection with the foregoing stock purchase agreement, on January 8, 2009, Ms.
Yin Cheng Kong resigned from all officer positions with our company and Mr.
Antonio Rotundo was appointed as the President, CEO, CFO, Secretary, Treasurer
and a director of our company.  On January 9, 2009, Ms. Ying Cheng
Kong and Mr. Wang Zhao resigned as directors of our company.


7


On
January 29, 2009, Mr. Paul F. Antoniazzi and Mr. Corey J. Sandberg were
appointed as directors of our company.  In addition, on February 3,
2009, Mr. Antonio Rotundo resigned as Secretary and Treasurer of our company and
Mr. Sandberg was appointed as Secretary and Treasurer of our
company.  Mr. Rotundo remains the President, CEO, CFO and a director
of our company.





Effective
February 10, 2009 with the State of Nevada, we completed a merger with our
wholly-owned subsidiary, Affinity Gold Corp.  As a result, we changed
our name from “Syncfeed Inc.” to “Affinity Gold Corp.”.  We changed
the name of our Company to better reflect the intended direction and business of
our Company.





Also
effective February 10, 2009 with the State of Nevada, we effected a thirty (30)
for one (1) forward stock split of our authorized, issued and outstanding common
stock.  As a result, our authorized capital increased from 90,000,000
shares of common stock with a par value of $0.001 to 2,700,000,000 shares of
common stock with a par value of $0.001.  Our issued and outstanding
share capital increased from 2,150,000 shares of common stock to 64,500,000
shares of common stock.





The name
change and forward stock split are to take effect on the market at the open of
business on February 13, 2009.





Following
the change in control of our Company on January 9, 2009, and subsequent merger
with our subsidiary Affinity Gold Corp. and forward stock split, effective Feb.
10, 2009 with the State of Nevada, the Company intends to change its focus from
that of a company engaged in developing, manufacturing, and selling commercial
feed for commercially raised and harvested Chinese Mitten-handed Crabs to a
company engaged in mineral exploration concentrating on gold exploration in
Peru.





Item
3.            Quantitative
and Qualitative Disclosures About Market Risk.





A smaller
reporting company is not required to provide the information required by this
Item.





Item
4.            Controls
and Procedures.





Evaluation
of Disclosure Controls and Procedures





Our
management, with the participation of our Chief Executive Officer and our Chief
Financial Officer, evaluated the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this report. Based on that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures as of the end of the period covered
by this report were effective such that the information required to be disclosed
by us in reports filed under the Securities Exchange Act of 1934 is (i)
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms and (ii) accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding disclosure. A controls system
cannot provide absolute assurance, however, that the objectives of the controls
system are met, and no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have
been detected.





Internal
Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting.  Internal control over financial
reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company’s principal executive and principal financial
officers and effected by the company’s board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures
that:


8


1.
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      company;





2.
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with accounting
      principles generally accepted in the United States of America and that
      receipts and expenditures of the company are being made only in accordance
      with authorizations of management and directors of the company;
      and





3.
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the company’s assets that
      could have a material effect on the financial
  statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.  All internal control
systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.  Because of the inherent limitations of
internal control, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process.  Therefore, it is possible to design into
the process safeguards to reduce, though not eliminate, this risk.





As of
December 31, 2008, management assessed the effectiveness of our internal control
over financial reporting based on the criteria for effective internal control
over financial reporting established in Internal Control--Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO") and SEC guidance on conducting such assessments.  Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described
below.  This was due to deficiencies that existed in the design or
operation of our internal controls over financial reporting that adversely
affected our internal controls and that may be considered to be material
weaknesses.





The
matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes.  The aforementioned material weaknesses were
identified by our Chief Executive Officer in connection with the review of our
financial statements as of December 31, 2008.





Management
believes that the material weaknesses set forth in items (2) and (3) above did
not have an effect on our financial results.  However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.





Management’s Remediation
Initiatives





In an
effort to remediate the identified material weaknesses and other deficiencies
and enhance our internal controls, we have initiated, or plan to initiate, the
following series of measures:





1.
            We
      plan to create a position to segregate duties consistent with control
      objectives and plan to increase our personnel resources and technical
      accounting expertise within the accounting function when funds are
      available to us; and





2.
            We
      plan to appoint one or more outside directors to our board of directors
      who shall be appointed to an audit committee resulting in a fully
      functioning audit committee who will undertake the oversight in the
      establishment and monitoring of required internal controls and procedures
      such as reviewing and approving estimates and assumptions made by
      management when funds are available to
us.


9


Management
believes that the appointment of one or more outside directors, who shall be
appointed to a fully functioning audit committee, will remedy the lack of a
functioning audit committee and a lack of a majority of outside directors on our
Board.





We
anticipate that these initiatives will be at least partially, if not fully,
implemented by June 30, 2009.





Changes
in Internal Controls Over Financial Reporting





There was
no change in our internal controls over financial reporting that occurred during
the period covered by this report, which has materially affected, or is
reasonably likely to materially affect, our internal controls over financial
reporting.





PART
II - OTHER INFORMATION





Item
1.            Legal
Proceedings





We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.





Item
1A.         Risk
Factors





A smaller
reporting company is not required to provide the information required by this
Item.





Item
2.            Unregistered
Sales of Equity Securities and Use of Proceeds





None.





Item
3.            Defaults
upon Senior Securities





None.





Item
4.            Submission
of Matters to a Vote of Security Holders





No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended December
31, 2008.





Item
5.            Other
Information





None.





Item
6             Exhibits




(b)   Exhibit
List




31.1           Certificate
pursuant to Rule 13a-14(a)




31.2           Certificate
pursuant to Rule 13a-14(a)




32.1           Certificate
pursuant to 18 U.S.C. §1350




32.2           Certificate
pursuant to 18 U.S.C. §1350


10




SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on this 12th day of
February, 2009.




AFFINITY
      GOLD CORP.
                      (Registrant)By:
      /s/ Antonio RotundoAntonio
      RotundoPresident,
      CEO, CFO and
Director




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated:




Signature
                                
                                Title
                                
                                Date/s/
      Antonio Rotundo
                                
                                President,
      CEO, CFO and Director
                                
                                February
      12, 2009Antonio
      Rotundo/s/
      Corey Sandberg
                                
                                Secretary,
      Treasurer and Director
                                
                                February
      12, 2009Corey
      Sandberg





11