Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - FIRST COLOMBIA GOLD CORP. | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Amendment No. 1)
ý ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to __________.
Commission file number: 000-51203
First Colombia Gold Corp.
(Exact name of registrant as specified in its charter)
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Nevada
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98-0425310
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Paseo de Bernardez #59 FRACC, Lomas de Bernadez,Guadalupe 98610, Zacatecas,Mexico
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(Address of principal executive offices) (Zip Code)
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Registrant’s telephone, including area code: 1-888-224-6561
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Securities registered under Section 12(b) of the Exchange Act: None.
Securities registered under Section 12(g) of the Exchange Act:
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Common Stock, $0.00001 par value
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Not Applicable
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(Title of class)
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(Name of each exchange on which registered)
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý
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. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
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 ¨ Smaller reporting company ý
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý
As of June 30, 2013, the aggregate market value of the Company’s common equity held by non-affiliates computed by reference to the closing price $0.007 was: $486,229.
The number of shares of our common stock outstanding as of April 17, 2014 was: 694,614,273.
Documents Incorporated by Reference: None.
Explanatory Note
The purpose of this Amendment No. 1 to First Colombia Gold Corp.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “Form 10-K”), as filed with the Securities and Exchange Commission on April 21, 2014, is to furnish Amended Exhibits 101 to the Form 10-K in accordance with Rule 201(c) and Rule 405 of Regulation S-T. Exhibits 101 provide the financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language). This Amendment No. 1 to the Form 10-K also updates the Exhibit Index to reflect the furnishing of Exhibits 101.
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K continues to speak as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the disclosures made in the original Form 10-K.
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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 on Form 10-K/A Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.
FIRST COLOMBIA GOLD CORP.
a Nevada corporation
Date: May 6, 2014
By: /s/ Piero Sutti-Keyser
Piero Sutti-Keyser
Chief Executive Officer & Director
(Principal Executive Officer)
Date: May 6, 2014
By: /s/ GILBERTO ZAPATA
Gillbert Zapata
Chief Financial Officer
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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Signature and Title
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Date
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/s/ Piero Sutti-Keyser
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May 6, 2014
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Piero Sutti-Keyser,
Chief Executive Officer & Director
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/s/ Robert Van Tassell
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May 6, 2014
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Robert Van Tassell, Director
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/s/ Gordan Sredl
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May 6, 2014
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Gordan Sredl, Director
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EXHIBIT INDEX
TO
2013 ANNUAL REPORT ON FORM 10-K/A
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Exhibit
Number
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Description
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2.1
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Articles of Merger (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed May 27, 2008, and incorporated herein by reference)
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2.2
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Agreement and Plan of Merger (filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed May 27, 2008,and incorporated herein by reference)
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2.3
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Articles of Merger (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed November 9, 2010, and incorporated herein by reference)
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2.4
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Agreement and Plan of Merger (filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed November 9, 2010, and incorporated herein by reference)
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3.1
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Articles of Incorporation (filed as Exhibit 3.1 to the Company’s Form 10 Registration Statement (SEC File No. 000-51203, and incorporated herein by reference)
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3.2
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Certificate of Amendment to Articles of Incorporation, evidencing name change to “FinMetal Mining Ltd. ” ( filed as Exhibit 3.3 to the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007, and incorporated herein by reference)
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3.3
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Certificate of Change Pursuant to NRS 78.209 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 27, 2008, and incorporated herein by reference)
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3.4
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Amended and Restated By-laws of the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 2, 2008, and incorporated herein by reference)
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3.5
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Amendment to the Articles of Incorporation of the Company, dated February __, 2013, filed herewith.
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4.1
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Convertible Promissory Note Issued November 23, 2011 by the Company to Asher Enterprises, Inc. (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 7, 2011, and incorporated herein by reference)
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4.2
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Convertible Promissory Note Issued March 16, 2012 by the Company to Asher Enterprises, Inc. (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed April 3, 2012, and incorporated herein by reference)
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4.3
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Certificate of Designation of Class A Preferred Convertible Stock (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed November 15, 2012, and incorporated herein by reference)
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4.4
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Convertible Promissory Note Issued June 6, 2012 by the Company to Asher Enterprises, Inc. (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed July 9, 2012, and incorporated herein by reference)
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4.5
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Convertible Promissory Note Issued December 18, 2012 by the Company to Asher Enterprises, Inc. (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed February 4, 2013, and incorporated herein by reference)
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10.1
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Agreement between the Company and Sapo Holdings SA dated April 1, 2011 (filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and incorporated herein by reference)
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10.2
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Mineral Right Option Agreement between the Company and Temasek Investments Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 22, 2008, and incorporated herein by reference)
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10.3
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Amendment to Mineral Right Option Agreement between the Company and Temasek Investments, Inc. (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 20, 2009, and incorporated herein by reference)
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10.4
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Second Amendment to Mineral Right Option Agreement, dated February 3, 2010 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 3, 2010, and incorporated herein by reference)
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10.5
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Third Amendment to Mineral Right Option Agreement, dated June 25, 2010 (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed June 29, 2010, and incorporated herein by reference)
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10.6
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Consulting Agreement, dated as of August 25, 2010, between the Company and The Langford Group, Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 26, 2010, and incorporated herein by reference)
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10.7
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2007 Stock Incentive Plan. (filed as Exhibit 10.6 to the Company’s Annual Report on Form 10KSB for the Year ending December 31, 2007, and incorporated herein by reference)
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10.8
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Settlement and Mutual Release Agreement, dated as of September 21, 2011, between the Company and Temasek Investments Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 23, 2011, and incorporated herein by reference)
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Exhibit
Number
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Description
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10.9
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Securities Purchase Agreement, dated November 23, 2011, between the Company and Asher Enterprises, Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 7, 2011, and incorporated herein by reference)
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10.10
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Assignment and Assumption Agreement, dated December 6, 2011, by and among the Company, Castle Creek Silver Inc. and Robert Ebisch (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 22, 2011, and incorporated herein by reference)
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10.11
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Purchase and Sale Agreement, dated December 16, 2011, by and among the Company and Boulder Hill Mines Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 22, 2011, and incorporated herein by reference)
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10.12
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Assignment and Assumption Agreement, dated December 16, 2011, by and among the Company, Boulder Hill Mines Inc. and Jim Ebisch (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 7, 2011, and incorporated herein by reference)
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10.13
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Securities Purchase Agreement, dated March 16, 2012, between the Company and Asher Enterprises, Inc. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 3, 2012, and incorporated herein by reference)
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14.1
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Code of Ethics and Code of Conduct. (filed as Exhibit 14.1 to the Company’s Annual Report on Form 10KSB for the Year ending December 31, 2005, and incorporated herein by reference)
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23.1
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Consent of James Stafford Chartered Accountants
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31.1
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Certificate of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
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31.2
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Certificate of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
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32.1
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Certificate of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
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32.1
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Certificate of Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
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101.INS
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XBRL Instance Document †
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101.SCH
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XBRL Taxonomy Extension Schema Document †
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document †
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document †
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document †
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document †
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*
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Filed as an exhibit to the original Form 10-K for the year ended December 31, 2013, filed April 21, 2014.
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†
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In accordance with SEC rules, this interactive data file is deemed “furnished” and not “filed” for purposes of Sections 11 or 12 of the Securities Act of 1933 and Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under those sections or acts.
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