SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

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

For the Quarterly period ended June 30, 2014

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

Commission File No. 333-51274

NEW COLOMBIA RESOURCES INC

 (Exact Name of Small Business Issuer as specified in its charter)

DELAWARE	43-2033337
(State or other jurisdiction of incorporation or organization)	(IRS Employer File Number)

251 174th Street # 816, Sunny Isles Beach , FL	33160
(Address of principal executive offices)	(zip code)

(410) 236-8200

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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    X .  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 (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).

Yes    X .  No       

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “small 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) 

Yes        .  No  X .

As of August 14, 2014, registrant had outstanding 96,216,809 shares of the registrant's common stock.

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NEW COLOMBIA RESOURCES INC

FORM 10-Q

TABLE OF CONTENTS

Item #	Description	Page Numbers
PART I – FINANCIAL INFORMATION		3
ITEM 1	CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	3
ITEM 2	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
ITEM 4	CONTROLS AND PROCEDURES	15
PART II – OTHER INFORMATION		16
ITEM 1	LEGAL PROCEEDINGS	16
ITEM 1A	RISK FACTORS	16
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	16
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	16
ITEM 4	MINE SAFETY DISCLOSURES	16
ITEM 5	OTHER INFORMATION	16
ITEM 6	EXHIBITS	16
SIGNATURES		17
EXHIBIT	31.1 SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
EXHIBIT	31.2 SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER
EXHIBIT	32.1 SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
EXHIBIT	32.2 SECTION 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission and, therefore, do not include all information and footnotes necessary for a complete presentation of our financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

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NEW COLOMBIA RESOURCES INC

(FORMERLY VSUS TECHNOLOGIES INC)

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

		June 30,		December 31,
		2014		2013
ASSETS
Current Assets
Cash and cash equivalents	$	17,332	$	-
Prepaid expenses		362		362
Total Current Assets		17,694		362
Non-Current Assets
Equipment, net of accumulated depreciation of $2,484 and $1,146, respectively		10,548		11,354
Investment in properties		31,404		18,376
Loan receivable		3,500		3,500
Mining rights		100,000		100,000
Other assets		40,000		-
TOTAL ASSETS	$	203,146	$	133,592
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	236,298	$	256,168
Accounts payable and accrued interest--related parties		193,348		240,007
Short-term convertible debt		118,915		-
Derivative liability		62,167		-
Total Current Liabilities		610,728		496,175
Non-Current Liabilities
Make whole liability		583,500		555,000
Total Liabilities	$	1,194,228	$	1,051,175
Stockholders' Deficit:
Preferred stock $0.001 par value (shares authorized-20,000,000;  10,000,000 shares undesignated) Series A Convertible: 10,000,000 shares designated; 10,000,000 shares issued and outstanding at June 30, 2014 and at December 31, 2013		10,000		10,000
Preferred stock, $0.001 par value (shares authorized-10,000,000; -0- shares undesignated) Series B Convertible: 10,000,000 shares designated; 1,500,000 shares issued and outstanding at June 30, 2014 and  at December 31, 2013		1,500		1,500
Common stock $0.001 par value (shares authorized-500,000,000); 89,966,809 shares issued and outstanding at June 30, 2014 and 82,400,142 at December 31, 2013		89,967		82,400
Additional paid-in capital		25,224,932		24,970,866
Deficit accumulated		(26,317,481)		(25,982,349)
Total Stockholders’ Deficit		(991,082)		(917,583)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	203,146	$	133,592

See accompanying notes to the unaudited consolidated financial statements

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NEW COLOMBIA RESOURCES INC

(FORMERLY VSUS TECHNOLOGIES INC)

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

				Three Months Ended				Six Months Ended
				June 30,		June 30,			June 30,		June 30,
				2014		2013			2014		2013
Revenues
	Revenues		$	-	$	-	$		-	$	-
Operating Expenses
	Geology and engineering			15,512		49,794			15,512		53,204
	Depreciation expense			669		-			1,338		-
	General and administrative			141,917		297,091			247,276		364,629
Total Operating Expenses				158,098		346,885			264,126		417,833
Loss from Operations				(158,098)		(346,885)			(264,126)		(417,833)
	Loss on settlement of debt and make   whole provision			21,000		97,191			28,500		320,827
	Interest expense			51,162		10,451			51,589		39,374
	Penalty for early extinguishment of debt			-		-			-		13,750
	Gain on derivatives			(9,083)		(10,000)			(9,083)		(37,500)
Net Loss			$	(221,177)	$	(444,527)	$		(335,132)	$	(754,284)
Basic and diluted loss per share			$	(0.00)	$	(0.00)	$		(0.00)		(0.01)
Weighted average number of shares outstanding--basic and diluted				86,148,128		78,455,233			84,591,118		78,196,440

See accompanying notes to the unaudited consolidated financial statements

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NEW COLOMBIA RESOURCES INC

(FORMERLY VSUS TECHNOLOGIES INC)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

		For the Six Months Ended
		June 30,
		2014		2013
CASH FLOWS-OPERATING ACTIVITIES
Net loss for the period	$	(335,132)	$	(754,284)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of fixed assets		-		-
Stock issued for compensation		173,966		261,834
Option expense		4,167		-
Depreciation expense		1,338		-
Loss on settlement of accrued liabilities		-		25,660
Loss on settlement of debt and make whole provision		28,500		320,827
Gain on derivative liability		(9,083)		(37,500)
Amortization of discount on convertible debenture		23,415		37,500
Penalty upon loan default		23,750		-
Penalty for early extinguishment of third party debt		-		13,750
Changes in operating assets and liabilities:
Change in accounts payable and accrued expenses		38,727		(26,490)
Change in accrued expenses and interest--related party		(46,659)		69,151
Net cash used in operating activities		(97,011)		(89,552)
CASH FLOWS-INVESTING ACTIVITIES
Cash paid for investment in properties		(13,028)		-
Purchase of equipment		(532)		-
Cash paid for deposit		(40,000)		-
Net cash used in investing activities		(53,560)		-
CASH FLOWS-FINANCING ACTIVITIES
Receipt of convertible loans		84,403		-
Issuance of shares for cash		83,500		90,000
Net cash provided by financing activities		167,903		90,000
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		17,332		448
CASH AND CASH EQUIVALENTS-BEGINNING OF PERIOD		-		-
CASH AND CASH EQUIVALENTS-END OF PERIOD	$	17,332	$	448
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	$	-	$	-
Cash paid for income taxes	$	-	$	-
Non-cash investing and financing activities:
Common stock issued for subscription receivable	$	-	$	20,000
Cancellation of common stock	$	-	$	1,783
Common stock issued for conversion of debentures	$	-	$	45,000
Common stock issued for accrued salary	$	-	$	44,240
Discount from derivative liabilities	$	71,250	$	37,500
Loan proceeds paid directly to service providers	$	58,597	$	-
Repayments of convertible debt and interest treated as capital contributions	$	-	$	94,851

See the accompanying notes to the unaudited consolidated financial statements

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NEW COLOMBIA RESOURCES INC

(FORMERLY VSUS TECHNOLOGIES INC)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of New Colombia Resources, Inc. (“New Colombia Resources” or the “Company”) (formerly VSUS Technologies, Inc.) 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, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC. In the opinion of management, the accompanying unaudited interim financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial position and the results of operations for the interim period presented herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year or for any future period. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2013 as reported in the Form 10-K have been omitted.

The Company has limited operations and is considered to be in the development stage. During the quarter ended June 30, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage.

NOTE 2 – GOING CONCERN

During the six months ended June 30, 2014, New Colombia Resources, Inc. has not generated any revenue and therefore has been unable to generate cash flows sufficient to support its operations and has been dependent on debt and equity financing. In addition to negative cash flow from operations, New Colombia Resources has experienced recurring losses and had an accumulated deficit of $26,317,481 as of June 30, 2014. These conditions raise substantial doubt as to New Colombia Resources’ ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if New Colombia Resources is unable to continue as a going concern.

NOTE 3 – DEPOSIT

On March 20, 2014, the Company signed an agreement with a third party to purchase machinery. In accordance with the agreement, the Company will be paying agreed amounts over a specified period starting from March 2014 to January 2015, totaling to $320,000.  As of June 30, 2014, the Company has paid $40,000 to the third party and is reflected a deposit in the Company’s balance sheet at June 30, 2014.

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NOTE 4 – DEBT AND RELATED PARTY TRANSACTIONS

On April 14, 2008, the Company signed a loan agreement in which it borrowed an aggregate of $328,000 from Ararat, LLC, a Company owned by a family member of Kyle Gotshalk (a former officer). The note originally matured on December 31, 2012 and carried a 10% interest rate. On November 14, 2012, the Company restructured the debt into a new convertible note, which does not accrue interest. The lender has the right to convert the loan within twenty-four months at a price of $0.30 per share. Any net proceeds from the stock currently held by the lender or by the preferred shareholder which are liquidated within the next twenty-four months will be credited against the loan. At the end of the twenty-four months, the lender has the right to demand stock as payment of the debt at 90% of the bid price for the preceding ten-day weighted average. The lender will not be subject to the floor price of $0.30 after November 15, 2014. The Company evaluated the aforementioned debt modification under FASB ASC 470-50 and determined that the modification qualified as an extinguishment of debt due to substantial modifications, which included, an extension of the maturity date, the modification of the interest rate, and the modification of the conversion price. In accordance with FASB ASC 470-50-40-2, the extinguishment of debt was accounted for as an increase in the principal in the amount of $20,634, resulting in a loss on debt restructuring for that same amount. The resulting derivative liability was reclassified and accounted for as an increase to additional paid-in capital. On March 27, 2013, Ararat, LLC agreed to cancel the entire debt balance in exchange for 1,500,000 preferred B shares of New Colombia Resources. These shares can be exchanged for 1,500,000 common shares within the next 19 months. If, at the end of 19 months, the 1,500,000 common shares have a value less than $600,000, the Company will issue additional shares, which, when added to the aforementioned 1,500,000 shares, will total $600,000 at 90% of the average bid price of the trailing ten days. The Company evaluated the aforementioned debt modification under FASB ASC 470-50 and determined that the modification qualified as an extinguishment of debt due to substantial modifications, which included, an increase in the fair value of the conversion option of more than 10%. In accordance with FASB ASC 470-50-40-2, the extinguishment of debt was accounted for as a conversion of principal and accrued interest of $348,634 and $53,290, respectively, a loss on settlement of debt of $198,076, and a related make whole liability of $583,500 was recorded as a provision for the aforementioned 1,500,000 common shares, having a market value of less than $600,000 as of June 30, 2014. At June 30, 2014, the principal balance of the note was $-0-, accrued interest was $-0-, and the make whole provision was $583,500. At December 31, 2013, the principal balance of the note was $-0-, accrued interest was $-0-, and the make whole provision was $555,000.  During the six-month ended June 30, 2014, the Company recorded a loss on make whole provision of $28,500.

Third Party Debt

On February 18, 2014, the Company issued a convertible promissory note to a third party in the amount of $47,500.  The note accrues interest at the rate of 8% per annum and has a maturity date of November 20, 2014.  The note is convertible after 180 days from the date of issuance at 58% of the average lowest three-day trading price of common stock during the 10 days preceding the date of conversion.  Loan proceeds amounting to $22,597 were paid directly to service providers. Starting on April 16, 2014, the Company is in default under this Note. The principal amount was increased by 50% to the sum of $71,250. Accrued interest was $3,925 and $-0- as of June 30, 2014, and December 31, 2013, respectively. For the six month ended June 30, 2014, the amortized discount from this convertible note is $23,415.

On April 24, 2014, the Company issued a convertible promissory note to a third party in the amount of $42,500. The note accrues interest at the rate of 8% per annum and has a maturity date of January 28, 2015.  The note is convertible after 180 days from the date of issuance at 58% of the average lowest three-day trading price of common stock during the 10 days preceding the date of conversion. Loan proceeds amounting to $25,500 were paid directly to service providers. Accrued interest was $382 and $-0- as of June 30, 2014, and December 31, 2013, respectively.

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On June 16, 2014, the Company issued a convertible promissory note to a third party in the amount of $53,000. The note accrues interest at the rate of 8% per annum and has a maturity date of March 18, 2015.  The note is convertible after 180 days from the date of issuance at 58% of the average lowest three-day trading price of common stock during the 10 days preceding the date of conversion. Loan proceeds amounting to $10,500 were paid directly to service providers. Accrued interest was $116 and $-0- as of June 30, 2014, and December 31, 2013, respectively.

			Note dated
			February 18, 2014		Note dated April 24, 2014		Note dated June 16, 2014
Cash received		$	24,903	$	17,000	$	42,500
Loan proceeds paid directly to service provides			22,597		25,500		10,500
Total face amount			47,500		42,500		53,000
Default amount			23,750		-		-
Total amount			71,250		42,500		53,000
Less: Unamortized discount			(47,835)		-		-
Total convertible note, net		$	23,415	$	42,500	$	53,000

Related Party Transactions

As of June 30, 2014, the accounts payable and accrued liabilities-related parties balance represents expenses which were paid directly by and owed to an officer of the Company. As of  June 30,2014, the accrued liabilities and accrued interest-related parties balance was composed of $2,000 of expenses which were paid directly by and owed to an officer of the Company, $191,077 in accrued salaries and expenses payable to an officer and former officers of the Company and $271 of accrued interest.

NOTE 5 – SHAREHOLDERS' EQUITY

Preferred Stock

There are 20,000,000 shares of authorized preferred stock. During 2011, the Company issued 10,000,000 shares of Series A Convertible Preferred Stock to the Company’s former Chief Executive Officer for services. The shares are convertible into 51% of outstanding common stock, hold 66 2/3% voting rights, and do not receive dividends. The Company evaluated the preferred stock under ASC 718-10-25, ASC 480-10-25, and ASC 815-10-25, and determined that equity classification was appropriate. As the conversion option can be exercised into 51% of the outstanding shares of the Company, the Company determined that the holder of the preferred shares receives additional value each time the Company issues common shares, thereby increasing the number of common shares the preferred shares can be converted into. As a result, the Company has determined the incremental value given to the preferred shareholder upon additional issuances of common shares should be recorded at fair value and charged to expense. During the six months ended June 30, 2014, the Company issued an aggregate of 7,566,667 shares. The Company determined the aggregate incremental cost of the share issuance to be $146,966.

Common Stock

During the six months ended June 30, 2014, the Company issued 1,666,667 common shares to a former officer of the Company for consulting services. The shares were valued at $25,000.

During the six months ended June 30, 2014, the Company issued 250,000 common shares to a third party for consulting services. The shares were valued at $2,000.

During the six months ended June 30, 2014, the Company sold an aggregate of 5,650,000 common shares to third parties. The aggregate purchase price was $83,500.

Stock Options

During 2011, an aggregate of 5,000,000 options with a fair value of $50,000 were issued to John Campo, President, as part of his employment agreement. The shares have a strike price of $0.10/share and the options have no expiration date. The options vest equally over three years. For the six months ended June 30, 2014, $4,167 was expensed as stock-based compensation.

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The following table summarizes the Company’s stock options:

					Weighted		Aggregate				Weighted Average
			Options		Average Exercise Price		Intrinsic Value		Exercisable		Remaining Life
Balance, December 31, 2013			5,000,000	$	0.10		-		4,583,333		No Expiration
Granted
Expired			-		-
Exercised			-		-
Cancelled			-	$	-
Balance, June 30, 2014			5,000,000	$	0.10		-		5,000,000		No Expiration

NOTE 6 - FAIR VALUE MEASUREMENTS

As defined in FASB ASC Topic 820, fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This Topic requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. The statement requires fair value measurements be classified and disclosed in one of the following categories:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Pricing inputs other than quoted market prices included in Level 1 that are based on observable market data and are directly or indirectly observable for substantially the full term of the asset or liability. These include quoted market prices for similar assets or liabilities, quoted market prices for identical or similar assets in markets that are not active, adjusted quoted market prices, inputs from observable data such as interest rate and yield curves, volatilities or default rates observable at commonly quoted intervals or inputs derived from observable market data by correlation or other means.

Level 3: Pricing inputs that are unobservable or less observable from objective sources. Unobservable inputs should only be used to the extent observable inputs are not available. These inputs maintain the concept of an exit price from the perspective of a market participant and should reflect assumptions of other market participants. An entity should consider all market participant assumptions that are available without unreasonable cost and effort. These are given the lowest priority and are generally used in internally developed methodologies to generate management's best estimate of the fair value when no observable market data is available.

Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

Certain assets and liabilities are reported at fair value on a recurring or nonrecurring basis in the Company’s consolidated balance sheets. The following methods and assumptions were used to estimate the fair values:

Cash and Cash Equivalents, Prepaid Expenses, Mining Rights, Accounts Payable and Accrued Liabilities

The carrying amounts approximate fair value because of the short-term nature or maturity of the instruments.

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Make Whole Liability

The following table sets forth, by level within the fair value hierarchy, the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2014 and December 31, 2013, respectively:

		Fair Value Measurements at June 30 ,2014 December 31, 2013
Description		(Level 1)		(Level 2)		(Level 3)		Total Carrying Value
Make Whole Liability - 2013	$	555,000	$	-	$	-	$	555,000
Make Whole Liability - 2014	$	583,500	$	-	$	-	$	583,500
Derivative liability - convertible note	$	-	$	-	$	62,167	$	62,167

NOTE 7 – Derivative Liabilities

Asher Convertible Notes

On February 18, 2014, the Company issued a convertible promissory note to a third party in the amount of $47,500.  The note accrues interest at the rate of 8% per annum and has a maturity date of November 20, 2014.  The note is convertible after 180 days from the date of issuance at 58% of the average lowest three-day trading price of common stock during the 10 days preceding the date of conversion.  Loan proceeds amounting to $22,597 were paid directly to service providers. Starting on April 16, 2014, the Company is in default under this Note. The principal amount was increased by 50% to the sum of $71,250. The Company analyzed these conversion options, and determined that these instruments should be classified as liabilities and recorded at fair value due to there being no explicit limit as to the number of shares to be delivered upon settlement of the aforementioned conversion options.

The note became convertible on April 21, 2014 and the fair value of these derivatives was $98,767 and the initial loss of $27,517 was recognized. On June 30, 2014, the fair value of these derivatives was $62,167 and the change in fair value of $36,600 during the period ended June 30, 2014 was recognized as gain on derivative liabilities. For the six months ended June 30, 2014, the net gain on derivative was $9,083.

The fair value of the derivative liability related to the conversion option of the convertible note has been estimated as of June 30, 2014 and initial measurement date, respectively, using the Black-Scholes option pricing model, under the following assumptions:

		June 30, 2014		Initial
Common stock issuable upon conversion		10,250,682		6,318,984
Estimated market value of common stock on measurement date	$	0.011	$	0.023
Exercise price	$	0.0073	$	0.0113
Risk free interest rate		0.07%		0.06%
Expected dividend yield		0%		0%
Expected volatility		182%		186%
Expected exercise term in years		0.40 years		0.59 years

The following tables set forth the changes in the fair value measurements of our Level 3 derivative liabilities during the six months ended June 30, 2014:

		December 31, 2013		Initial recognition		Increase (Decrease) in Fair Value of Derivative Liability		June 30, 2014
Derivative liability – convertible note		$             -		$           98,767		$           (36,600)		$       62,167

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NOTE 8 – SUBSEQUENT EVENTS

On July 25, 2014, the Company entered into an agreement with Jose A. Ramirez, in which Mr. Ramirez will serve as a Company director commencing on July 25, 2014 and for a period of one (1) year. Compensation will be in the form of issuance of 250,000 shares of the Company’s common stock.

On July 28, 2014, the Company issued a convertible promissory note to a third party in the amount of $32,250.  .The note accrues interest at the rate of 8% per annum and has a maturity date of April 28, 2015.  The note is convertible after 180 days from the date of issuance at 55% of the average lowest three-day trading price of common stock during the 25 days preceding the date of conversion. Loan proceeds amounting to $5,250 were paid directly to service providers.

On July 17, 2014, the Company entered into an agreement with a third party wherein, for a consideration of $1,000, the third party will be entitled to purchase shares of the Company’s common stock at $0.006 per share for a period of 60 days from the date of the agreement, up to a total investment of $300,000.  Upon reaching the total investment of $300,000, the third party has the option to purchase shares of the Company’s common stock at a price equal to 50% of the trading price for 10 days prior to any funding up a total investment of $200,000 worth of common stock.

The Company has received the $1,000 option consideration and also received proceeds of $10,000 for an aggregate of 1,666,666 at $0.006 per share.

The Company also sold an aggregate of 4,333,333 common shares to another third party at $0.006 per share. The aggregate purchase price was $26,000.

On August 13, 2014, the Company repaid in full the convertible promissory note dated February 18, 2014 totaling to a pay-off amount of $65,916.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

We caution readers that certain important factors may affect our actual results and could cause such results to differ materially from any forward-looking statements that we make in this report. For this purpose, any statements that are not statements of historical fact may be deemed to be forward-looking statements. This report contains statements that constitute “forward-looking statements.” These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as “believes,” “anticipates,” “expects,” “estimates,” “plans,” “may,” “will,” or similar terms. These statements appear in a number of places in this report and include statements regarding our intent, belief, or current expectations with respect to many things. Some of these things are:

·

trends affecting our financial condition or results of operations for our limited history;

·

our business and growth strategies;

·

our technology;

·

the internet; and

·

our financing plans.

We caution readers that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties. In fact, actual results most likely will differ materially from those projected in the forward-looking statements as a result of various factors. Some factors that could adversely affect actual results and performance include:

·

our limited operating history;

·

our lack of sales to date;

·

our future requirements for additional capital funding;

·

the failure of our technology and products to perform as specified;

·

the discontinuance of growth in the use of the internet;

·

our failure to integrate certain acquired businesses with our business;

·

the enactment of new adverse government regulations; and

·

the development of better technology and products by others.

You should carefully consider and evaluate all of these factors. In addition, we do not undertake to update forward-looking statements after we file this report with the Securities and Exchange Commission, even if new information, future events or other circumstances have made them incorrect or misleading.

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions, which could cause actual results to differ materially from management's expectations. Factors that could cause differences include, but are not limited to, expected market demand for our products, as well as general conditions of the internet security marketplace.

The Company has moved into the coal industry in Colombia. Due to the rising prices of oil worldwide, we feel that this industry is beneficial to our Company and our strategy to move forward, while drawing attention from the public to invest in a promising industry and Company.

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To date, we have incurred significant losses from operations, and at June 30, 2014, had an accumulated deficit of approximately $26 million. At June 30, 2014, we had $17,332 of cash and cash equivalents. At June 30, 2014, we had $17,332 in cash and cash equivalents.  In 2003, 2004 and 2005, we raised an aggregate of approximately $3,943,000 in financing to fund our operations. Until such time when we generate sufficient revenues from operations, we will continue to be dependent on raising substantial amounts of additional capital through any one of a combination of debt or equity offerings. There is no assurance that we will be able to raise additional capital when necessary.

Results of Operations

The Three Months Ended June 30, 2014 Compared to the Three Months Ended June 30, 2013

Revenue was $-0- for the three months ended June 30, 2014 and 2013.

Operating Expenses for the three month period ended June 30, 2014 were $158,098, which compares to operating expenses of $346,885 for the three month period ended June 30, 2013. The decrease in our operating expenses for the three month period ended June 30, 2014 was primarily due to a significant decrease in our general and administrative expenses as well as our geology and engineering expenses.

Net loss decreased to $221,177 for the three months ended June 30, 2014 from $444,527 for the three months ended June 30, 2013 due primarily to loss on settlement of debt in 2013.

The Six Months Ended June 30, 2014 Compared to the Six Months Ended June 30, 2013

Revenue was $-0- for the six months ended June 30, 2014 and 2013.

Operating Expenses for the six month period ended June 30, 2014 were $264,126, which compares to operating expenses of $417,833 for the six month period ended June 30, 2013. The decrease in our operating expenses for the six month period ended June 30, 2014 was primarily due to a significant decrease in our general and administrative expenses as well as our geology and engineering expenses.

Net loss decreased to $335,132 for the six months ended June 30, 2014 from $754,284 for the six months ended June 30, 2013 due primarily to loss on settlement of debt in 2013.

Liquidity and Capital Resources

Our cash and cash equivalents balance at June 30, 2014 was $17,332 as compared to $-0- at December 31, 2013.

The Company anticipates future losses in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors and/or issuance of common shares. There is no assurance that this series of events will be satisfactorily completed.

Cash Flow Information For The Six Months Ended June 30, 2014 Compared to the Six Months Ended June 30, 2013

Cash flows used in operating activities was $97,011 for the six months ended June 30, 2014 as compared to cash flows used in operating activities of $89,552 for the six month period ended June 30, 2013.

Cash flows used in investing activities was $53,560 for the six months ended June 30, 2014 as compared to $-0- for the six months ended June, 2013.

Cash flows provided by financing activities was $167,903 for the six months ended June 30, 2014 as compared to $90,000 for the six months ended June 30, 2013.

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We presently do not have any available credit, bank financing, or other external sources of liquidity, other than the aforementioned notes. Due to our historical operating losses, our operations have not been a source of liquidity. In order to obtain capital, we may need to sell additional shares of our common stock or debt securities, or borrow funds from private lenders or banking institutions. There can be no assurance that we will be successful in obtaining additional funding in the amounts or on terms acceptable to us, if at all. If we are unable to raise additional funding as necessary, we may have to suspend our operations temporarily or cease operations entirely.

During the six months ended June 30, 2014, we did not generate any revenue. Because we have been unable to generate cash flows sufficient to support our operations, we have been dependent on debt and equity financing. In addition to negative cash flows from operations, we have experienced recurring net losses, and have an accumulated deficit of approximately $26 million. These factors raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Our revenues and future profitability are substantially dependent on our ability to:

·

raise substantial amounts of additional capital through any one of a combination of debt offerings or equity offerings, if necessary; and

·

continue to grow our business through acquisitions.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements with any party.

Recently Issued Accounting Pronouncements

We have reviewed  all  recently issued, but not yet effective,  accounting pronouncements and do not believe the future adoption of any such  pronouncements  may be expected to cause a material impact on our financial condition or the results of our operations.

ITEM 3.  QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

 

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide disclosure under this Item 3.

ITEM 4. CONTROLS AND PROCEDURES

Not applicable.

ITEM 4T. CONTROLS AND PROCEDURES

As of June 30, 2014, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer (the same person), of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based on this evaluation, management concluded that our financial disclosure controls and procedures were not effective due to our limited internal resources and lack of ability to have multiple levels of transaction review. Inasmuch as there is no segregation of duties within the Company, there is no management oversight, no control documentation being produced, and no one to review control documentation if it was being produced.

There were no changes in disclosure controls and procedures that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially effect, our disclosure controls and procedures. We do not expect to implement any changes to our disclosure controls and procedures until there is a significant change in our operations or capital resources.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no legal proceedings, to which we are a party, which could have a material adverse effect on our business, financial condition or operating results.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide the information otherwise required by this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no sales of unregistered securities for the three months ended June 30, 2014.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits

EXHIBITS. The following exhibits required by Item 601 to be filed herewith are incorporated by reference to previously filed documents:

Exhibit
Number	Description
3.1*	Articles of Incorporation
3.2*	Bylaws
31.1	Certification of Chief Executive Officer pursuant to Section 302
31.2	Certification of Chief Financial Officer pursuant to Section 302
32.1	Certification of Chief Executive Officer pursuant to Section 906
32.2	Certification of Chief Financial Officer pursuant to Section 906

* Previously filed with Form S-1 Registration Statement

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SIGNATURES

In accordance with Section 12 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 August 14, 2014.

New Colombia Resources, Inc.

By: /s/ John Campo

John Campo, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed   below by the following person on behalf of the Registrant and in the capacity and on the date indicated.

/s/ John Campo

President, and Director

August 14, 2014

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