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): October 23, 2012
COLOMBIA
ENERGY RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-32735 | 87-0567033 |
| (State or Other Jurisdiction of Incorporation) | Commission File Number | (IRS Employer Identification No.) |
| One Embarcadero Center, Suite 500, San Francisco, CA | 94111 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (415) 460-1165
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 |
| £ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| £ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| £ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 23, 2012, the Board of Directors appointed Edward P. Mooney as Chairman of the Board of Directors.
On October 29, 2012, William C. Gibbs resigned as a director of the Company.
Effective October 31, 2012, the Company is terminating its 401k plan.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 23, 2012, the Board of Directors approved an amendment to the Section 3.7, Article III of the Bylaws to read as follows:
Section 3.7 Conduct of Business
At any meeting of the Board of Directors, business shall be transacted in such order and manner as the board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. If the Corporation has an even number of directors in office, all of whom are in attendance at the meeting, who are equally divided, the Chairman of the Board shall have the deciding vote. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors.
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.
| Colombia Energy Resources, Inc. | |||
| Date: October 29, 2012 | By: | /s/ Edward P. Mooney | |
| Edward P. Mooney, Chairman | |||