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
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July 18, 2016 |
Date of Report (Date of Earliest Event Reported) |
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New Colombia Resources, Inc. |
(Exact name of registrant as specified in its charter) |
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DELAWARE |
| 333-51274 |
| 43-2033337 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
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251 174 th Street # 816 |
Sunny Isles Beach, FL 33160 |
(Address of principal executive offices and Zip Code) |
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(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))
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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. We are also attaching the 2nd and 3rd Quarter preliminary financials which were omitted from our last 8-K.
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BALANCE SHEETS
| As of June 30, 2015 | As of December 31, 2014 | ||
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| (unaudited) | (audited) | ||
ASSETS |
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Current Assets |
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Cash and cash equivalents | $ | 2,026 | $ | 1,627 |
Prepaid expenses and other current assets |
| 100,616 |
| 16,067 |
Total Current Assets |
| 102,642 |
| 17,694 |
Non-Current Assets |
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Equipment, net |
| 328,540 |
| 329,209 |
Investment in properties |
| 32,944 |
| 56,344 |
Mining rights |
| 100,000 |
| 100,000 |
Equity method investment |
| 35,488 |
| 23,120 |
TOTAL ASSETS | $ | 599,615 | $ | 526,367 |
LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current Liabilities |
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Accounts payable and accrued liabilities | $ | 337,625 | $ | 349,401 |
Accounts payable and accrued interest – related parties |
| 58,245 |
| 53,713 |
Other liability |
| 660,000 |
| 660,000 |
Short-term convertible debt |
| 265,802 |
| 281,000 |
Derivative liabilities |
| 90,117 |
| - |
Total Current Liabilities |
| 1,411,789 |
| 1,344,114 |
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Total Liabilities |
| 1,411,789 |
| 1,344,114 |
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Stockholders’ Deficit: |
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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, 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; 2,500,492 and 2,500,492 shares issued and outstanding at June 30, 2015 and December 31, 2014, |
| 2,500 |
| 2,500 |
Common stock, $0.001 par value (shares authorized-500,000,000); 168,485,505 and 125,008,477 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively |
| 168,487 |
| 125,008 |
Additional paid-in capital | 27,256,428 |
| 26,926,947 | |
Deficit accumulated |
| (28,249,589) |
| (27,861,16) |
Total Stockholders’ Deficit of New Columbia Resources, Inc. |
| (812,174) |
| (796,710) |
Non-controlling interest |
| - |
| (21,037) |
Total Stockholders’ Deficit |
| (812,174) |
| (817,747) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 599,615 | $ | 526,367 |
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STATEMENTS OF OPERATIONS
Three Months Ended |
| Six Months Ended | ||||||
| June 30, 2015 (unaudited) | June 30, 2014 (unaudited) | June 30, 2015 (unaudited) | June 30, 2014 (unaudited) | ||||
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Revenues | $ | - | $ | - | $ | - | $ | - |
Operating Expenses |
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Geology and engineering |
| (1,600) |
| 15,512 |
| 1,064 |
| 15,512 |
Royalty expense |
| 14,300 |
| - |
| 33,550 |
| - |
Depreciation expense |
| - |
| 669 |
| 669 |
| 1,338 |
General and administrative |
| 37,530 |
| 141,917 |
| 301,601 |
| 247,276 |
Total Operating Expenses |
| 50,230 |
| 158,098 |
| 336,884 |
| 264,126 |
Loss from Operations |
| (50,530) |
| (158,098) |
| (336,884) |
| (264,126) |
Gain on settlement of debt |
| - |
| 21,000 |
| - |
| 28,500 |
Interest expense |
| - |
| 51,162 |
| 64,193 |
| 51,589 |
Penalty upon loan default |
| - |
| - |
| - |
| - |
Gain on derivatives |
| - |
| (9,083) |
| (2,325) |
| (9,083) |
Loss from equity investment |
| - |
| - |
| 11,570 |
| - |
Net loss | $ | (50,530) | $ | (221,177) |
| (410,322) |
| (335,132) |
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Net loss attributable to non-controlling interest |
| - |
| - |
| - |
| - |
Net loss attributable to New Columbia Resources, Inc. |
| (50,530) |
| (221,177) |
| (410,322) |
| (335,132) |
Basic and diluted loss per share | $ | (0.00) | $ | (0.00) | $ | (0.00) | $ | (0.00) |
Weighted average number of |
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shares outstanding- |
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basic and diluted |
| 155,876,869 |
| 86,148,128 |
| 155,876,869 |
| 84,591,118 |
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BALANCE SHEETS
| As of September 30, 2015 | As of December 31, 2014 | ||
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| (unaudited) | (audited) | ||
ASSETS |
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Current Assets |
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Cash and cash equivalents | $ | 643 | $ | 1,627 |
Prepaid expenses and other current assets |
| 101,616 |
| 16,067 |
Total Current Assets |
| 102,259 |
| 17,694 |
Non-Current Assets |
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Equipment, net |
| 328,540 |
| 329,209 |
Investment in properties |
| 32,944 |
| 56,344 |
Mining rights |
| 100,000 |
| 100,000 |
Equity method investment |
| 41,901 |
| 23,120 |
TOTAL ASSETS | $ | 605,644 | $ | 526,367 |
LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current Liabilities |
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Accounts payable and accrued liabilities | $ | 337,624 | $ | 349,401 |
Accounts payable and accrued interest – related parties |
| 58,704 |
| 53,713 |
Other liability |
| 660,000 |
| 660,000 |
Short-term convertible debt |
| 316,802 |
| 281,000 |
Derivative liabilities |
| 90,117 |
| - |
Total Current Liabilities |
| 1,463,247 |
| 1,344,114 |
Total Liabilities |
| 1,463,247 |
| 1,344,114 |
Stockholders’ Deficit: |
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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, 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; 2,500,492 and 2,500,492 shares issued and outstanding at September 30, 2015 and December 31, 2014 |
| 2,500 |
| 2,500 |
Common stock, $0.001 par value (shares authorized-500,000,000); 204,657,616 and 125,008,477 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively |
| 204,659 |
| 125,008 |
Additional paid-in capital |
| 27,227,256 |
| 26,926,947 |
Deficit accumulated |
| (28,302,018) |
| (27,861,165) |
Total Stockholders’ Deficit of New Columbia Resources, Inc. |
| (857,603) |
| (796,710) |
Non-controlling interest |
| - |
| (21,037) |
Total Stockholders’ Deficit |
| 857,603) |
| (817,747) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 605,644 | $ | 526,367 |
5
STATEMENTS OF OPERATIONS
Three Months Ended |
| Nine Months Ended | ||||||||
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| September 30, 2015 |
| September 30, 2014 | September 30, 2015 | September 30, 2014 | ||||
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| (unaudited) | (unaudited) | (unaudited) | |||||
Revenues | $ | - | $ | - | $ | - | $ | - | ||
Operating Expenses |
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Geology and engineering |
| - |
| 13,300 |
| 1,064 |
| - | ||
Royalty expense |
| 20,000 |
| 105,000 |
| 53,550 |
| 105,000 | ||
Depreciation expense |
| - |
| 669 |
| 669 |
| 2,007 | ||
General and administrative |
| 32,429 |
| 352,734 |
| 334,030 |
| 600,010 | ||
Total Operating Expenses |
| 52,429 |
| 471,703 |
| 389,313 |
| 735,829 | ||
Loss from Operations |
| (52,429) |
| (471,703) |
| (389,313) |
| (735,829) | ||
Gain on settlement of debt |
| - |
| (77,162) |
| - |
| (48,662) | ||
Interest expense |
| - |
| 52,309 |
| 64,193 |
| 103,898 | ||
Penalty upon loan default |
| - |
| - |
| - |
| - | ||
Gain on derivatives |
| - |
| (62,167) |
| (2,325) |
| (71,250) | ||
Loss from equity investment |
| - |
| - |
| 11,570 |
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Net loss | $ | (52,429) | $ | (384,683) | $ | (462,751) | $ | (719,815) | ||
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| 11,023 |
| - |
| 11,023 | ||
Net loss attributable to non-controlling interest |
| - |
| 11,023 |
| - | 11,023 | |||
Net loss attributable to New Columbia Resources, Inc. |
| (52,429) |
| (373,660) |
| 462,751 |
| (708,792) | ||
Basic and diluted loss per share | $ | (0.00) | $ | (0.00) | $ | (0.00) | $ | (0.00) | ||
Weighted average number of |
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shares outstanding- |
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basic and diluted |
| 168,489,973 |
| 99,297,425 |
| 168,489,973 |
| 91,016,870 | ||
6
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 18, 2016 | By: | /s/ John Campo |
| Name: | John Campo |
| Title: | President/Chairman |
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