Attached files
| file | filename |
|---|---|
| EX-99.1 - COLOMBIA ENERGY RESOURCES, INC. | v206486_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): December 21, 2010
COLOMBIA
CLEAN POWER & FUELS, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-32735
|
87-0567033
|
|
(State
or other jurisdiction of
|
(Commission
File Number)
|
(IRS
Employer
|
|
incorporation)
|
Identification
No.)
|
|
181
3rd
Street, Suite 150, San Rafael, CA
|
94901
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (832) 327-7417
4265
San Felipe Street, Suite 1100, Houston, Texas 77027
(Former
name or former address, if changed since last report.)
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
2.03
|
Creation
of A Direct Financial Obligation or An Obligation Under An Off Balance
Sheet Arrangement of A Registrant
|
As
previously disclosed, Colombia Clean Power & Fuels, Inc., a Nevada
corporation (the “Company”), commenced a private placement to a limited number
of accredited investors (collectively, the “Investors”) of up to a maximum of
$8,000,000 in aggregate principal amount of its 10% Secured Convertible Notes
due June 30, 2012 (collectively, the “Notes”) and five-year warrants (the
“Warrants”) to purchase in aggregate up to 3,200,000
shares of the Company’s common stock, par value $0.001 (the “Common Stock”) at
an exercise price of $0.01 per share.
On
December 21, 2010, the Company completed the final closing of the offering. In
the final closing, the Company issued Notes in the aggregate principal amount of
$225,000 and Warrants to purchase an aggregate of 90,000 shares of Common
Stock. In this offering, the Company issued Notes in the aggregate
principal amount of $8,000,000 and Warrants to purchase an aggregate of
3,200,000 shares of Common Stock.
On
December 22, 2010, the Company issued a press release to announce the closing of
the offering and to provide an update on the activities of the Company during
the past year. A copy of the press release is attached hereto as
Exhibit 99.1.
|
Item
8.01
|
Other
Events
|
Effective
December 21, 2010, the Company has relocated its principal corporate office from
Houston, Texas to 181 3rd Street,
Suite 150, San Rafael, CA 94901.
|
Item
9.01
|
Financial
Statements and Exhibits
|
(d) Exhibits.
|
Exhibit
|
|
|
Number
|
Description
|
|
99.1
|
Press
Release of Colombia Clean Power & Fuels, Inc., dated December 22,
2010.
|
2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: December
23, 2010
|
COLOMBIA
CLEAN POWER & FUELS,
INC.
|
|||
|
By:
|
/s/
Edward P. Mooney
|
||
|
Edward
P. Mooney
|
|||
|
President
and Chief Executive
Officer
|
|||
3