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EX-32.2 - EXHIBIT 32.2 SECTION 906 CERTIFICATIONS - NEW COLOMBIA RESOURCES INCf10q093014_ex32z2.htm
EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATIONS - NEW COLOMBIA RESOURCES INCf10q093014_ex32z1.htm
EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATIONS - NEW COLOMBIA RESOURCES INCf10q093014_ex31z1.htm
EX-31.2 - EXHIBIT 31.2 SECTION 302 CERIFICATIONS - NEW COLOMBIA RESOURCES INCf10q093014_ex31z2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________


FORM 10-Q

______________

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


For the quarterly period ended September 30, 2014


OR


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


For the transition period from _______________to _______________


Commission file No. 333-51274


NEW COLOMBIA RESOURCES INC

 (Exact name of registrant as specified in its charter)

DELAWARE

 

43-2033337

(State or other jurisdiction of incorporation or organization)

 

IRS Identification Number


251 174th Street # 816

Sunny Isles Beach , FL 33160

(Address of principal executive offices, including zip code)


(410) 236-8200

 (Telephone number, including area code)

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act: None


Indicate by check whether the issuer (1) 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 last 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 (ss. 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   X ..  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," "non-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   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 November 19, 2014, registrant had outstanding 121,794,512 shares of the registrant's common stock.




NEW COLOMBIA RESOURCES INC (fka VSUS Technologies Inc)




CONTENTS



Part I – Financial Information

3

Item 1. Financial Statements

3

Consolidated Balance Sheets

4

Consolidated Statements of Operations

5

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

15

Item 3.  Qualitative and Quantitative Disclosure About Market Risk

18

Item 4. Controls and Procedures

18

Item 4T. Controls and Procedures

18

Part II – Other Information

19

Item 1. Legal Proceedings

19

Item 1A. Risk Factors

19

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

19

Item 3. Defaults Upon Senior Securities

19

Item 5. Other Information

19

Item 6. Exhibits

19

SIGNATURES

20





2



NEW COLOMBIA RESOURCES INC (fka VSUS Technologies Inc)




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.








3



NEW COLOMBIA RESOURCES INC (fka VSUS Technologies Inc)




Consolidated Balance Sheets

(Unaudited)


 

 

September 30,

 

December 31,

ASSETS 

 

2014

 

2013

Current Assets

 

 

 

 

Cash and cash equivalents

$

30,948

$

-

Prepaid expenses and other current assets

 

362

 

362

Total Current Assets

 

31,310

 

362

 

 

 

 

 

Non-Current Assets

 

 

 

 

Equipment, net of accumulated depreciation of $3,153 and $1,146, respectively

 

9,879

 

11,354

Investment in properties

 

61,944

 

18,376

Investment in subsidiary

 

11,660

 

-

Loan receivable – related party

 

3,500

 

3,500

Mining rights

 

100,000

 

100,000

Other assets - deposits

 

40,000

 

-

TOTAL ASSETS

$

258,293

$

133,592

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

Accounts payable and accrued liabilities

$

154,058

$

256,168

Accounts payable and accrued interest--related parties

 

41,755

 

240,007

Other liability

 

660,000

 

-

Short-term convertible debt

 

190,250

 

-

Total Current Liabilities

 

1,046,063

 

496,175

 

 

 

 

 

Non-Current Liabilities

 

 

 

 

 

 

 

 

 

Make whole liability

 

-

 

555,000

 

 

 

 

 

Total Liabilities

 

1,046,063

 

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 September 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 September 30, 2014 and  at December 31, 2013

 

2,500

 

1,500

Common stock $0.001 par value (shares authorized-500,000,000); 106,508,476 shares issued and outstanding at September 30, 2014 and 82,400,142 at December 31, 2013

 

106,842

 

82,400

Additional paid-in capital

 

25,795,052

 

24,970,866

Deficit accumulated

 

(26,713,187)

 

(25,982,349)

Total Stockholders’ Equity of New Columbia Resources, Inc.

 

(798,793)

 

(917,583)

 

 

 

 

 

Non-controlling interest

 

(11,023)

 

-

Total Stockholders’ Equity Deficit

 

(787,770)

 

(917,583)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

$

258,293

$

133,592



See accompanying notes to the unaudited consolidated financial statements



4



NEW COLOMBIA RESOURCES INC (fka VSUS Technologies Inc)




Consolidated Statements of Operations

(Unaudited)


 

 

Three Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

 

September 30,

 

September 30,

 

 

2014

 

2013

 

2014

 

2013

Revenues

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

Geology and engineering

$

13,300

$

1,112

$

28,812

$

54,316

Royalty expense

 

105,000

 

-

 

105,000

 

-

Depreciation expense

 

669

 

521

 

2,007

 

521

General and administrative

 

352,734

 

153,949

 

600,010

 

518,577

Total Operating Expenses

 

471,703

 

155,582

 

735,829

 

573,414

 

 

 

 

 

 

 

 

 

Loss from Operations

 

(471,703)

 

(155,582)

 

(735,829)

 

(573,414)

 

 

 

 

 

 

 

 

 

(Gain) loss on settlement of debt

 

(77,162)

 

-

 

(48,662)

 

320,827

Interest expense

 

52,309

 

-

 

103,898

 

39,374

Penalty for early extinguishment of debt

 

-

 

-

 

-

 

13,750

Gain on derivatives

 

(62,167)

 

-

 

(71,250)

 

(37,500)

Net Loss

$

(384,683)

$

(155,582)

$

(719,815)

$

(909,865)

Net loss attributable to non-controlling interest

 

11,023

 

-

 

11,023

 

-

Net loss attributable to New Columbia Resources, Inc.

$

(395,706)

$

(155,582)

$

(730,838)

$

(909,865)

 

 

 

 

 

 

 

 

 

Basic and diluted loss per share

$

(0.00)

$

(0.00)

$

(0.01)

$

(0.01)

Weighted average number of shares outstanding-basic and diluted

 

99,297,425

 

81,374,145

 

91,016,870

 

79,358,290



See accompanying notes to the unaudited consolidated financial statements















5



NEW COLOMBIA RESOURCES INC (fka VSUS Technologies Inc)



Consolidated Statements of Cash Flows

(Unaudited)


 

 

For the Nine Months Ended

 

 

September 30,

 

 

2014

 

2013

CASH FLOWS-OPERATING ACTIVITIES

 

 

 

 

Net loss for the period

$

(730,838)

$

(909,865)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

Stock issued for compensation

 

435,496

 

397,208

Depreciation expense

 

2,007

 

521

Loss on settlement of accrued liabilities

 

-

 

25,660

(Gain) loss on settlement of make whole liability and/ or debt

 

(58,884)

 

295,267

(Gain) on derivative liability

 

(71,250)

 

(37,500)

Amortization of discount on convertible debenture

 

71,250

 

37,500

Royalty expense

 

105,000

 

-

Penalty upon loan default

 

23,750

 

-

Changes in operating assets and liabilities:

 

 

 

 

Accounts payable and accrued expenses

 

76,237

 

(4,220)

Penalty for early extinguishment of third party debt

 

-

 

13,750

Accrued expenses and interest--related party

 

(54,320)

 

59,239

NET CASH USED IN OPERATING ACTIVITIES

 

(201,552)

 

(122,540)

 

 

 

 

 

CASH FLOWS-INVESTING ACTIVITIES

 

 

 

 

Cash paid for investment in properties

 

(43,568)

 

(2,500)

Purchase of fixed assets

 

(532)

 

-

Cash investment in subsidiary

 

(11,660)

 

-

Cash paid for deposit

 

(40,000)

 

-

NET CASH USED IN INVESTING ACTIVITIES

 

(95,760)

 

(2,500)

 

 

 

 

 

CASH FLOWS-FINANCING ACTIVITIES

 

 

 

 

Payment on convertible debentures

 

(65,916)

 

-

Proceeds received on notes payable

 

165,653

 

-

Contribution

 

50,000

 

-

Issuance of shares for cash

 

167,500

 

135,000

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

317,237

 

135,000

 

 

 

 

 

 Non controlling interest

 

11,023

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

30,948

 

9,960

 

 

 

 

 

CASH AND CASH EQUIVALENTS-BEGINNING OF PERIOD

 

-

 

-

 

 

 

 

 

CASH AND CASH EQUIVALENTS-END OF PERIOD

$

30,948

$

9,960

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

  Cash paid for interest

$

-

$

-

  Cash paid for income taxes

$

-

$

-

 

 

 

 

 

Non-cash investing and financing activities:

 

 

 

 

Preferred stock issued for accrued expenses- related party

$

143,932

$

-

Debt discount

$

71,250

$

-

Preferred stock issued for accounts payable and accruals

$

52,700

$

-

Reclass of make whole liability

$

555,000

$

-

Loan proceeds paid directly to services providers

$

72,067

$

-

Common stock issued for subscription receivable

$

-

$

10,000

Cancellation of common stock

$

-

$

1,783

Common stock issued for conversion of debentures

$

-

$

45,000

Common stock issued for accrued salary

$

-

$

44,340

Discount from derivative liabilities

$

-

$

37,500

Common stock issued for purchase of fixed assets

$

-

$

12,500

Repayments of convertible debt and interest treated as capital contributions

$

-

$

94,851


See the accompanying notes to the unaudited consolidated financial statements



6



NEW COLOMBIA RESOURCES INC (fka 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 2013 Annual Report on Form 10-K filed with the SEC on April 16, 2014. 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 September 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.


Effective July 2, 2014, the Company was granted a 51% interest in the Columbian mining company Compania Minera San Jose Ltda. (“Cia Minera San Jose Ltda.”) for no consideration, but, for the proportionate share assumption of future and subsequent liability for the expenses and obligations of Cia Minera San Jose Ltda.  The Company is required to present the consolidated net income and the portion of the consolidated net income allocable to the non-controlling interests and to the stockholders of the Company separately in its consolidated statements of operations. Losses applicable to the non-controlling interests are allocated to the non-controlling interests even when those losses are in excess of the non-controlling interests’ investment basis. The Company is also required to report its non-controlling interests as a separate component of equity. During the three and nine months ended September 30, 2014, the Company recorded a net loss allocable to non-controlling interests of $11,023, respectively.


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States ("U.S. GAAP").  U.S. GAAP represents a comprehensive set of accounting and disclosure rules and requirements.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions, however, in the past the estimates and assumptions have been materially accurate and have not required any significant changes. Should we experience significant changes in the estimates or assumptions that would cause a material change to the amounts used in the preparation of our financial statements, material quantitative information will be made available to investors as soon as it is reasonably available.

 

We believe the following critical accounting policies, among others, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:

 

Use of Estimates and Assumptions

 

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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management has made significant estimates related to the fair value of shares issued for mineral acquisitions; the fair value of derivative liabilities; stock-based payments; and contingencies.

 



7



NEW COLOMBIA RESOURCES INC (fka VSUS Technologies Inc)



Mineral Exploration and Development Costs

 

All exploration expenditures are expensed as incurred. Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. Mine development costs incurred to develop new deposits, to expand the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is determined to be a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. If we do not continue with exploration after the completion of the feasibility study, the cost of mineral rights will be expensed at that time. Costs of abandoned projects are charged to mining costs, including related property and equipment costs. To determine if capitalized costs are in excess of their recoverable amount, periodic evaluation of the carrying value of capitalized costs and any related property and equipment costs are performed based upon expected future cash flows and/or estimated salvage value.


Fair Value Measurements

 

As defined in FASB ASC Topic No. 820 - 10, 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. FASB ASC Topic No. 820 - 10 requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements.

 

As required by FASB ASC Topic No. 820 - 10, financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Our 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.


Non-Controlling Interests

 

We are required to report our non-controlling interests as a separate component of shareholders’ equity. We are also required to present the consolidated net income and the portion of the consolidated net income allocable to the non-controlling interests and to our shareholders separately in our consolidated statements of operations. Losses applicable to the non-controlling interests are allocated to the non-controlling interests even when those losses are in excess of the non-controlling interests’ investment basis.


NOTE 3 – ACQUISTION OF A MAJORITY INTEREST IN A SUBSIDIARY


On March 3, 2014, the Company was granted a 51% interest in the Columbian mining entity, Compania Minera San Jose Ltda. (“Cia Minera San Jose Ltda.”) for no consideration, but, assumption of future liabilities and expenses for which Cia Minera San Jose Ltda. would incur.  The Company agreed to the acceptance of the ownership, receiving 51%, or 6,120 shares, of the common stock of Cia San Jose Ltda., consolidating the assets and liabilities, of the Cia Minera San Jose Ltda. as a subsidiary, reporting non-controlling interest as a separate component of shareholders’ equity and allocating the portion of consolidated net income allocable to non-controlling interest separately in the Company’s consolidated statement of operations.


NOTE 4 – GOING CONCERN


During the nine months ended September 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 $26,713,187 as of September 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 5 – 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 September 30, 2014, the Company has paid $40,000 to the third party which is reflected as deposit in the Company’s balance sheet at September 30, 2014.



8



NEW COLOMBIA RESOURCES INC (fka VSUS Technologies Inc)



NOTE 6 – 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.


On September 11, 2014, the Company and Ararat, LLC entered into the Amended of the Debt Settlement Agreement and Royalty Agreement, (the “Ararat Debt Settlement Agreement”) which supersedes and replaces the Debt Settlement Agreement dated March 27, 2013.  The Ararat Debt Settlement Agreement provided for the resolution of all debt and mutual release of all liabilities between the Company and Ararat for future Royalty interest payments totaling $660,000 from the sales of future production from certain gravel and coal mines held by the Company, of which $80,000 must be received by Ararat, LLC by December 31, 2014.  Should the Company fail to remit the $80,000 by December 31, 2014, Ararat, LLC will retain its rights to convert the Preferred stock shares pursuant to the agreements dated, November 114, 2012 and March 27, 2013.  Should Ararat, LLC fail to convert its shares prior to November 15, 2015, pursuant to the Debt Settlement Agreement and Royalty Agreement, Ararat, LLC will relinquish all rights to do so thereafter. 


As a result of the above Debt Settlement Agreement and Royalty Agreement, the Company reversed the Make Whole Liability of $585,750 and recognized a current liability of $660,000 for the effective elimination of the obligation to fulfill requirements under the Make Whole Liability obligation. The Company recognized $105,000 in royalty expense related to the amended agreement during the quarter. See Note 6, Fair Value Measurements, for further details regarding the Make Whole Liability.


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. In August 2014, the Company settled the repayment of this note with the lender, repaying principal and accrued interest of $65,916 and recognizing a gain on settlement of debt is $11,106. As of September 30, 2014, this note has been fully settled, repaid and terminated.



9



NEW COLOMBIA RESOURCES INC (fka VSUS Technologies Inc)




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 $1,230 as of September 30, 2014.


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 $1,173 as of September 30, 2014.


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 default interest rate is 22%. The note is convertible after 180 days from the date of issuance at 55% of the average lowest two-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. Accrued interest was $452 as of September 30, 2014.


On September 5, 2014, the Company issued a convertible promissory note to a third party in the amount of $37,500. The note accrues interest at the rate of 8% per annum and has a maturity date of June 9, 2014. 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 10 days preceding the date of conversion. Loan proceeds amounting to $11,000 were paid directly to service providers. Accrued interest was $205 as of September 30, 2014.


On September 24, 2014, the Company issued a convertible promissory note to a third party in the amount of $25,000. The note accrues interest at the rate of 8% per annum and has a maturity date of September 24, 2015. The note is convertible into common stock at discount of 50% at maturity. Loan proceeds amounting to $2,500 were paid directly to service providers. Accrued interest was $66 as of September 30, 2014.


 

Note dated February 18, 2014

 

Note dated April 24, 2014

 

Note dated June 16, 2014

 

Note dated July 28, 2014

 

Note dated September 5, 2014

 

Note dated September 18, 2014

 

Notes as of September 30, 2014

Cash received

24,903

 

17,000

 

42,500

 

27,000

 

26,500

 

22,500

 

165,653

Loan proceeds paid directly to service providers

22,597

 

25,500

 

10,500

 

5,250,

 

11,000

 

2,500

 

72,097

Total face amount

47,500

 

42,500

 

53,000

 

32,250

 

37,500

 

25,000

 

237,750

Default amount

23,750

 

-

 

-

 

-

 

-

 

-

 

-

Total amount

71,250

 

42,500

 

53,000

 

32,250

 

37,500

 

25,000

 

237,750

Payment

(65,916)

 

-

 

-

 

-

 

-

 

-

 

(65,916)

Penalty

-

 

-

 

-

 

-

 

-

 

-

 

23,750

Gain on settlement of the note

(11,106)

 

-

 

-

 

-

 

-

 

-

 

(5,334)

Lees: Unamortized discount

-

 

-

 

-

 

-

 

-

 

-

 

-

Total convertible note, net

-

 

42,500

 

53,000

 

32,250

 

37,500

 

25,000

 

190,250


Related Party Transactions


As of September 30, 2014, the accounts payable and accrued liabilities-related parties balance represents expenses which were primarily paid directly to current and former officers of the Company. As of September 30, 2014, the accrued liabilities and accrued interest-related parties balance was composed of $55,855 in accrued salaries and expenses payable to the Company’s current Chief Executive Officer.  Additionally, on September 22, 2014, the Company issued 78,856 shares of Preferred Series B Stock for related party obligations to the Company current Chief Executive Officer for obligations salaries and services provided during the nine months ended September 31, 2014, pursuant to the officer’s employment agreement.


On September 29, 2014, the Company entered in a Royalty Agreement with its Chief Executive Officer and Director, Mr. Campo.  Pursuant to the Royalty Agreement the Company received $50,000 in cash as a contribution, and provided to Mr. Campo guaranteed royalty payments for a period of 60 months beginning the first month of production of assets from certain properties in Columbia held by the Company. There has been no production as of September 30, 2014.



10



NEW COLOMBIA RESOURCES INC (fka VSUS Technologies Inc)




Note 7 – Shareholders’ Equity


Preferred Stock Series A


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 nine months ended September 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 $388,303.


Preferred Stock Series B


During 2013, the Company issued 1,500,000 Preferred Series B shares and a make whole agreement in exchange for the cancellation of an Ararat, LLC debt balance of $401,924. The shares are convertible into 1,500,000 shares of common stock within 19 months of issuance of the preferred stock. The make whole liability guarantees the holder value of $600,000 resulting in a make whole liability at December 31, 2013 of $555,000. At issuance, the shares were valued at $68,850 and when combined with the make whole liability of $555,000, a resulting loss on settlement of debt amounting to $221,926 was recognized. The $68,850 is included in the loss on settlement of debt in the statement of stockholders deficit as of December 31, 2013.  See Note 6 – Fair Value Measurements and Note 4 – Debt and Related Party Transactions regarding further details related to the make whole liability obligations.


On September 22, 2014, the Company issued 1,000,492 shares of Preferred Series B Stock to certain employees, vendors and related parties for services and to settle $250,183 of liabilities for such services.  The Preferred Series B Stock granted can be converted into legend free common stock any time after December 10, 2014.  Upon conversion, the holder shall be entitled to ten shares of common stock for every one share of Preferred Series B Stock converted.  Additionally, each respective individual holder granted Preferred Series B Stock, in settlement of the Company’s obligations, is limited to not converting more than $12,000 worth of common stock in any single fiscal quarter commencing after December 1, 2014.


As a result of this settlement of liabilities and the exchange of Preferred Series B Stock, the Company reduced the related liabilities of each recipient of the shares, recognizing an increase of $1,000 in the par value of its Preferred Series B Stock, a gain of $53,550 on the settlement of liabilities, with a $195,633 increase additional paid in capital.


A total of 687,000 shares of Preferred Series B Stock was issued to certain vendors for services totaling $171,810, a total of 234,636 shares of Preferred Series B Stock was issued to the Company’s former Chief Executive Officer pursuant to the terms of his employment agreement for services totaling $171,810, and 78,856 shares of Preferred Series B Stock for related party obligations to the Company current Chief Executive Officer.  See Note 4 – Debt and Related Party Transactions for further details regarding settlement of related party transactions.


Common Stock


During the nine months ended September 30, 2014, the Company issued 2,708,334 common shares to a former officer of the Company for consulting services. The shares were valued at $37, 500.


During the nine months ended September 30, 2014, the Company issued 500,000 common shares to a third party for consulting services. The shares were valued at $4,525.


During the nine months ended September 30, 2014, the Company sold an aggregate of 21,233,334 common shares to third parties. The aggregate purchase price was $167,500.


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 nine months -ended September 30, 2014, $4,167 was expensed as stock-based compensation.



11



NEW COLOMBIA RESOURCES INC (fka VSUS Technologies Inc)





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, September 30, 2014

 

5,000,000

$

0.10

 

-

 

5,000,000

 

No Expiration


Note 8 – 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.


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 December 31, 2013 and September 30, 2014, respectively:



12



NEW COLOMBIA RESOURCES INC (fka VSUS Technologies Inc)




 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2013 and September 30 ,2014, respectively

Description

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Total Carrying

Value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Make Whole Liability - 2013

$

555,000

$

-

$

-

$

555,000

Make Whole Liability - 2014

$

-

$

-

$

-

$

-


Note 9 – 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 nine months ended September 30, 2014, the note was paid off and the derivative liability became $0 as of September 30, 2014.


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


 

 

 

 

 

 

 

 

 

 

 

December 31, 2013

 

Initial recognition

 

Increase (Decrease) in Fair Value of Derivative Liability

 

September 30, 2014

Derivative liability – convertible note

$

-

 

$               98,767

$

(98,767)

$

-


Note 10 – Subsequent Events


On October 10, 2014, the third party executed the conversion feature of the convertible promissory issued on September 24, 2014 in the amount of $25,000, for the total amount of $25,130 to 2,702,702 common shares at a conversion price of $0.0093 per share.  See Note 6 – Debt and Related Party Transactions for further details regarding the issuance of the convertible promissory note.


On October 21, 2014, the Company entered an option agreement with a third party, up to a total of $300,000 with 6,000,000 fully paid and non assessable shares of common stock at the price of $0.05 per share. This option may be exercised at any time commencing on January 10, 2015 to and include December 31, 2015.


On October 21, 2014, the Company entered an option agreement with a third party, up to a total of $250,000 with 25,000,000 fully paid and non assessable shares of common stock at the price of $0.01 per share. This option may be exercised at any time commencing on October 20, 2014 to and include March 31, 2015.


On October 21, 2014, the Company entered an option agreement with a third party, up to a total of $220,000 with 36,666,667 fully paid and non assessable shares of the common stock at the price of $0.006 per share. This option may be exercised at any time commencing on November 1 2014 to and include February 2015.


On October 21, 2014, the Company entered an option agreement with a third party, up to a total of $200,000 with 8,000,000 fully paid and non assessable shares of common stock at the price of $0.025 per share. This option may be exercised at any time commencing on January 10, 2015 to and including June 30, 2015.


On October 21, 2014, the Company entered a stock purchase agreement with a third party. The Company agreed to sell a total of 5,000,000 shares of common stock for an aggregate consideration of $50,000. On October 27, 2014, the Company issued 5,000,000 shares this third party.



13



NEW COLOMBIA RESOURCES INC (fka VSUS Technologies Inc)




On October, 21, 2014, the Company entered a stock purchase agreement with a third party. The Company agreed to sell a total of 6,000,000 shares of common stock for an aggregate consideration of $36,000. On October 27, 2014, the Company issued 6,000,000 shares to third party.


On October 21, 2014, the Company entered a stock purchase agreement with a third party. The Company agreed to sell a total of 4,500,000 shares of common stock for an aggregate consideration of $27,000. On October 27, 2014, the Company issued 4,500,000 shares to this third party.


On November 5, 2014, the Company entered into a securities purchase agreement with a third party, whereby the Company shall issue an 8% convertible note in an aggregate principal amount of $63,000, convertible into shares of common stock of Company.  The notes shall accrue interest at a rate of 8% per annum commencing on November 5, 2014.  The third party, at their option, any time after 180 days after full payment of the agreed upon cash, may convert all or any amount of the principal face amount of the note in shares of the Company common stock at a price equal to 55% of the lowest trading price of the Company’s common stock on the national Quotations Bureau (“OTCQB”) exchange or any exchange upon which the Company’s stock is traded, for the twenty prior trading days, including the day, upon which notice of conversion is received by the Company.  As a result of the agreement, the Company received $60,000 in cash, not included an additional $3,000 in legal fees paid by the third party purchaser of the convertible notes.


On November 11, 2014, the Company repaid its 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 Company paid a total of $61,149 to retire this promissory note, to include accrued interest and earlier payments penalties.  The Company owes no further obligations on this promissory note.


On November 17, 2014, the Company issued a convertible redeemable note to a third party in the amount of $43,000. The note accrues interest at the rate of 8% per annum and has a maturity of nine months.  The note is convertible after 180 days from the date of issuance at 55% of the lowest three trading price of common stock during the 10 days preceding the date of conversion. Loan proceeds amounting to $3,000 were paid directly to the investor’s counsel for transaction preparation.





14



NEW COLOMBIA RESOURCES INC (fka VSUS Technologies Inc)




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.



15



NEW COLOMBIA RESOURCES INC (fka VSUS Technologies Inc)




To date, we have incurred significant losses from operations, and at September 30, 2014, had an accumulated deficit of approximately $26 million. At September 30, 2014, we had $30,948 of cash and cash equivalents. At December 31, 2014, we had no 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


Three Months Ended September 30, 2014 Compared to the Three Months Ended September 30, 2013


During the three months ended September 30, 2014 and 2013, we generated no revenue during the periods.


Operating Expenses for the three month period ended September 30, 2014 were $471,703, compared to operating expenses of $155,582 for the three month period ended September 30, 2013. The increase in our operating expenses for the three month period ended September 30, 2014 was primarily due to approximately a $145,000 increase in expenses related to the incremental value of Preferred Series A Stock awarded to the Company former Chief Executive Officer, a $32,000 increase in executive salaries compared to the same period in the prior year, a $11,000 increase due to additional general and administrative expenses of the consolidated subsidiary Cia Minera San Jose Ltda. which did not exist during the same period prior year, and a $12,000 increase in our geology and engineering expenses for the period compared to the same period prior year.


Our net loss was $384,683 for the three months ended September 30, 2014 compared to a net loss of $155,582 for the three months ended September 30, 2013.  The increase in net losses was primarily due the increases in operating expenses noted above, an increase interest expenses of approximately $52,000 as a result interest on outstanding loans and notes which did not exist in the same period prior year partially offset by net gains of $139,329 from the settlement of debt and our Make Whole liability.


Our net loss attributable to non-controlling interest was $11, 023 for the three months ended September 30, 2014.  We did not have any non-controlling interest which existed in the same period prior year.


The Nine Months Ended September 30, 2014 Compared to the Nine Months Ended September 30, 2013


We generated no revenue for the nine months ended September 30, 2014 and 2013, respectively.


Operating Expenses for the nine month period ended September 30, 2014 were $735,829, which compares to operating expenses of $573,414 for the nine month period ended September 30, 2013. The increase in our operating expenses for the nine month period ended September 30, 2014 was primarily due to approximate $75,000 increase in the incremental value of Preferred Series A Stock awarded to the Company’s former Chief Executive Officer, coupled with a $11,000 increase in additional general and administrative expenses from our consolidated subsidiary Cia Minera San Jose Ltda. which did not exist during the same period prior year.  These amounts were partially offset by a decrease of approximately $49,000 in expenses related to mining work which existed during the same period 2013, which did not exist during the nine months ended September 2014.


Our net loss decreased by $190,050 to a net loss of $719,815 for the nine months ended September 30, 2014 from a net loss of $909,865 for the nine months ended September 30, 2013, due primarily to loss on the extinguishment of debt of approximately $321,000 which was recognized during the nine months ended September 30, 2013, which did not occur during the nine months ended September 30, 2014.  Partially offsetting the decrease in net loss was an increase in the fair value of our convertibles notes, recognizing an incremental gain the change in fair value of the derivative of approximately $34,000 for the nine months ended September 30, 2014, compared to the same period prior year 2013.


Our net loss attributable to non-controlling interest was $11,023 for the nine months ended September 30, 2014.  We did not have any non-controlling interest which existed in the same period prior year 2013.



16



NEW COLOMBIA RESOURCES INC (fka VSUS Technologies Inc)




Liquidity and Capital Resources


Our cash and cash equivalents balance at September 30, 2014 was $30,948 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 Nine Months Ended September 30, 2014 Compared to the Nine Months Ended September 30, 2013


Cash flows used in operating activities was $201,552 for the nine months ended September 30, 2014 as compared to cash flows used in operating activities of $122,540 for the nine month period ended September 30, 2013.


Cash flows used in investing activities was $95,760 for the nine months ended September 30, 2014 as compared to $2,500 for the nine months ended September, 2013.  Cash used in investment activities increased as a result of approximately $42,000 in cash paid for investment in additional properties, and $40,000 of deposits made for future purchases of equipment.


Cash flows provided by financing activities was $317,237 for the nine months ended September 30, 2014 as compared to $135,000 for the nine months ended September 30, 2013.  Cash flows provided by financing increased as a result of a $50,000 cash contribution by the Company Chief Executive Officer, and $165,653 received from third party notes payables during the nine months ended September 30, 2014.  Additionally, an incremental $32,500 was generated from the issuance of additional shares for cash when compared to the same amount generated for the same period prior year 2013.  These increases were partially offset by a repayment on convertible debt of approximately $66,000.


Future Outlook


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 nine months ended September 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.



17



NEW COLOMBIA RESOURCES INC (fka VSUS Technologies Inc)




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 September 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.




18



NEW COLOMBIA RESOURCES INC (fka VSUS Technologies Inc)




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 September 30, 2014.


Item 3. Defaults Upon Senior Securities


None.


Item 4. Mine Safety Disvlosures


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




19



NEW COLOMBIA RESOURCES INC (fka VSUS Technologies Inc)





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 November 19, 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

November 19, 2014















20