UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
|
July 7, 2016 |
Date of Report (Date of Earliest Event Reported) |
|
New Colombia Resources, Inc. |
(Exact name of registrant as specified in its charter) |
|
|
|
|
|
DELAWARE |
| 333-51274 |
| 43-2033337 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
|
251 174th Street # 816 |
Sunny Isles Beach, FL 33160 |
(Address of principal executive offices and Zip Code) |
|
(410) 236-8200 |
(Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
. . Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
. . Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
. . Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
. . Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Conditions
As the Company continues to complete their Audited Year End 2015 10-K, and First Quarter Filing of their 10-Q, we would like to disclose to our shareholders our preliminary financial information that will be included in those filings.
STANDALONE BALANCE SHEETS (UNAUDITED)
|
| As of |
| As of |
|
| March 31, |
| December 31, |
|
| 2016 |
| 2015 |
ASSETS |
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|
|
Current Assets |
|
|
|
|
Cash and cash equivalents | $ | 7,602 | $ | 3,185 |
Prepaid expenses and other current assets |
| 107,267 |
| 104,166 |
Total Current Assets |
| 114,869 |
| 107,351 |
|
|
|
|
|
Non-Current Assets |
|
|
|
|
Equipment, net |
| 328,540 |
| 328,540 |
Investment in properties |
| 37,944 |
| 37,944 |
Mining rights |
| 100,000 |
| 100,000 |
Equity method investment |
| 57,417 |
| 48,317 |
|
|
|
|
|
TOTAL ASSETS | $ | 638,770 | $ | 622,152 |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current Liabilities |
|
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Accounts payable and accrued liabilities | $ | 337,625 | $ | 337,625 |
Accounts payable and accrued interest – related parties |
| 63,244 |
| 56,375 |
Other liability |
| 660,000 |
| 660,000 |
Short-term convertible debt |
| 315,802 |
| 315,802 |
Derivative liabilities |
| 90,117 |
| 90,117 |
Total Current Liabilities |
| 1,466,788 |
| 1,459,919 |
|
|
|
|
|
Total Liabilities |
| 1,466,788 |
| 1,459,919 |
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|
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|
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 March 31, 2016 and December 31, 2015 |
| 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; 500,492 shares issued and outstanding at March 31, 2016 and December 31, 2015 |
| 500 |
| 500 |
Common stock, $0.001 par value (shares authorized-500,000,000); 257,582,616 and 252,082,616 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively |
| 257,584 |
| 252,084 |
Additional paid-in capital |
| 27,332,282 |
| 27,278,382 |
Deficit accumulated |
| (28,428,384) |
| (28,378,733) |
Total Stockholders’ Deficit of New Columbia Resources, Inc. |
| (828,018) |
| (837,767) |
|
|
|
|
|
Non-controlling interest |
| - |
| - |
Total Stockholders’ Deficit |
| (828,018) |
| (837,767) |
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 638,770 | $ | 622,152 |
2
STATEMENTS OF OPERATIONS
|
| Three Months Ended | ||
|
| March 31, |
| March 31, |
|
| 2016 |
| 2015 |
Revenues | $ | - | $ | - |
Operating Expenses |
|
|
|
|
Geology and engineering |
| 8,690 |
| 2,665 |
Royalty expense |
| - |
| 19,250 |
Depreciation expense |
| - |
| 669 |
General and administrative |
| 40,961 |
| 264,071 |
Total Operating Expenses |
| 49,651 |
| 286,655 |
|
|
|
|
|
Loss from Operations |
| (49,651) |
| (286,655) |
|
|
|
|
|
Loss on settlement of debt |
| - |
| - |
Interest expense |
| - |
| 64,193 |
Gain on derivatives |
| - |
| - |
Loss from equity investment |
| - |
| 11,570 |
Net loss | $ | (49,651) | $ | (360,093) |
|
|
|
|
|
Net loss attributable to non-controlling interest | $ | - | $ | 3,942 |
Net loss attributable to New Columbia Resources, Inc. | $ | (49,651) | $ | (356,151) |
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Basic and diluted loss per share | $ | (0.00) | $ | (0.00) |
|
|
|
|
|
Weighted average number of shares outstanding- basic and diluted |
| 255,703,495 |
| 132,252,568 |
3
YEAR END 2015 BALANCE SHEETS
|
| As of |
| As of |
|
| December 31, |
| December 31, |
|
| 2015 |
| 2014 |
|
| (unaudited) |
| (audited) |
ASSETS |
|
|
|
|
Current Assets |
|
|
|
|
Cash and cash equivalents | $ | 3,185 | $ | 1,627 |
Prepaid expenses and other current assets |
| 104,166 |
| 16,067 |
Total Current Assets |
| 107,351 |
| 17,694 |
|
|
|
|
|
Non-Current Assets |
|
|
|
|
Equipment, net |
| 328,540 |
| 329,209 |
Investment in properties |
| 37,944 |
| 56,344 |
Mining rights |
| 100,000 |
| 100,000 |
Equity method investment |
| 48,317 |
| 23,120 |
|
|
|
|
|
TOTAL ASSETS | $ | 622,152 | $ | 526,367 |
|
|
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
Accounts payable and accrued liabilities | $ | 337,625 | $ | 349,401 |
Accounts payable and accrued interest – related parties |
| 56,375 |
| 53,713 |
Other liability |
| 660,000 |
| 660,000 |
Short-term convertible debt |
| 315,802 |
| 281,000 |
Derivative liabilities |
| 90,117 |
| - |
Total Current Liabilities |
| 1,459,919 |
| 1,344,114 |
Total Liabilities |
| 1,459,919 |
| 1,344,114 |
|
|
|
|
|
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 December 31, 2015 and December 31, 2014 |
| 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; 500,492 and 2,500,492 shares issued and outstanding at December 31, 2015 and December 31, 2014, |
| 500 |
| 2,500 |
Common stock, $0.001 par value (shares authorized-500,000,000); 252,082,616 and 125,008,477 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively |
| 252,084 |
| 125,008 |
Additional paid-in capital |
| 27,278,382 |
| 26,926,947 |
Deficit accumulated |
| (28,378,733) |
| (27,861,165) |
Total Stockholders’ Deficit of New Columbia Resources, Inc. |
| (837,767) |
| (796,710) |
|
|
|
|
|
Non-controlling interest |
| - |
| (21,037) |
Total Stockholders’ Deficit |
| (837,767) |
| (817,747) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 622,152 | $ | 526,367 |
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4
STATEMENTS OF OPERATIONS
|
| Year Ended | ||
|
| December 31, |
| December 31, |
|
| 2015 |
| 2014 |
|
| (unaudited) |
| (audited) |
Revenues | $ | - | $ | - |
Operating Expenses |
|
|
|
|
Geology and engineering |
| 10,730 |
| 38,916 |
Royalty expense |
| 72,200 |
| 105,000 |
Depreciation expense |
| 669 |
| 2,677 |
General and administrative |
| 382,430 |
| 1,724,544 |
Total Operating Expenses |
| 466,029 |
| 1,871,137 |
|
|
|
|
|
Loss from Operations |
| (466,029) |
| (1,871,137) |
|
|
|
|
|
Gain on settlement of debt |
| - |
| (48,662) |
Interest expense |
| 64,193 |
| 84,798 |
Penalty upon loan default |
| - |
| 61,950 |
Gain on derivatives |
| (2,325) |
| (71,250) |
Loss from equity investment |
| 11,570 |
| 1,880 |
Net loss | $ | (539,467) | $ | (1,899,853) |
|
|
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|
Net loss attributable to non-controlling interest | $ | - | $ | 21,037 |
Net loss attributable to New Columbia Resources, Inc. | $ | (539,467) | $ | (1,878,816) |
|
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Basic and diluted loss per share | $ | (0.00) | $ | (0.00) |
|
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|
|
Weighted average number of shares outstanding- basic and diluted |
| 172,873,822 |
| 98,029,823 |
5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| NEW COLOMBIA RESOURCES, INC. | |
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Date: July 7, 2016 | By: | /s/ John Campo |
| Name: | John Campo |
| Title: | President/Chairman |
6