Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - COLOMBIA ENERGY RESOURCES, INC. | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended December 31, 2011 |
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-32735
COLOMBIA
ENERGY RESOURCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 87-056703 |
| (State or other jurisdiction of incorporation or organization) | (IRS employer identification number) |
| One Embarcadero Center, Suite 500, San Francisco, CA | 94901 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (415) 460-1165
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $0.001
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes ¨ No x
Indicate by check mark whether the registrant (1) has 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 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit an post such files).
Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
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 definitions of “large accelerated filer,” “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 Act).
Yes ¨ No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity as of the last business day of the registrant’s most recently competed second fiscal quarter was $7,666,651.
The number of shares outstanding of the registrant’s common stock on March 22, 2012, was 23,807,776.
DOCUMENTS INCORPORATED BY REFERENCE
| Document Description | 10-K Part | |
| Portions of the Registrant's proxy or information statement related to its 2012 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A or 14C within 120 days after Registrant's fiscal year end of October 31, 2011 are incorporated by reference into Part III of this Report. | III |
Explanatory Note
This Amendment No. 1 to the Annual Report on Form 10-K of Colombia Energy Resources, Inc. (the “Company”) amends the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, (the “Original Filing”) which was filed with the Securities and Exchange Commission on March 30, 2012. The Company is filing this Amendment No. 1 solely to provide Exhibit 101 that was not included in the Original Filing. Exhibit 101 includes information about the Company in Extensible Business Report Language (XBRL).
The Company is filing Exhibit 101 in accordance with the temporary hardship exemption provided by Rule 201 of Regulation S-T, which extended the date by which the interactive data file is required to be submitted by six business days.
Except as described above, this Amendment No. 1 does not amend any other information set forth in the Original Filing, and the Company has not updated disclosures included therein to reflect any events that occurred subsequent to March 30, 2012.
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, and are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections.
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ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES
Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at December 31, 2011 and 2010
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2011 and 2010 and from inception on November 6, 1996 through December 31, 2011
Consolidated Statement of Stockholders’ Equity from inception on November 6, 1996, through December 31, 2011
Consolidated Statements of Cash Flows for the years ended December 31, 2011 and 2010 and from inception on November 6, 2006, through December 31, 2011
Notes to Consolidated Financial Statements
Exhibits
| Exhibit Number | Exhibit Description | Incorporated by Reference |
Filed Here- with | |||
| Form | File No. | Exhibit | Filing Date | |||
| 2.1 | Agreement and Plan of Merger dated October 7, 201 | 10-K | 000-32735 | 2.1 | 3/30/12 | |
| 3.1 | Delaware Certificate of Incorporation | 8-K | 000-32735 | 3.1 | 11/4/11 | |
| 3.2 | Delaware Certificate of Merger | 8-K | 000-32735 | 3.3 | 11/4/11 | |
| 3.3 | Current Bylaws | 8-K | 000-32735 | 3.2 | 11/4/11 | |
| 3.4 | Certificate of Designations for Series A Convertible Preferred Stock | 8-K | 000-32735 | 4.1 | 11/4/11 | |
| 4.1 | Specimen Stock Certificate for Registrant’s Common Stock | 10-K | 000-32735 | 4.1 | 3/30/12 | |
| 10.1 | 2010 Equity Incentive Plan, as amended* | 8-K | 000-32735 | 99.1 | 2/3/12 | |
| 10.2 | Restricted Stock Unit Agreement Form* | 8-K | 000-32735 | 99.2 | 2/3/12 | |
| 10.3 | Nonqualified Stock Option Grant Agreement Form* | 10-K | 000-32735 | 10.3 | 3/30/12 | |
| 10.4 | Amended and Restated Employment Agreement dated as of January 1, 2011, with Edward P. Mooney | 8-K | 000-32735 | 99.1 | 2/2/11 | |
| 10.5 | Indemnification Agreement dated December 31, 2010, with Edward P. Mooney | 8-K | 000-32735 | 99.2 | 2/2/11 | |
| 10.6 | Consulting Agreement dated September 1, 2011, with Edward P. Mooney* | 10-Q/A | 000-327350 | 10.2 | 2/10/12 | |
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| 10.7 | Amended and Restated Employment Agreement dated January 1, 2011, with Daniel F. Carlson | 8-K | 000-32735 | 99.3 | 2/2/11 | |
| 10.8 | Indemnification Agreement dated December 31, 2010, with Daniel F. Carlson | 8-K | 000-32735 | 99.4 | 2/2/11 | |
| 10.9 | Consulting Agreement, dated as of June 1, 2011, with Daniel Carlson* | 8-K | 000-32735 | 10.3 | 6/7/11 | |
| 10.10 | Consultancy Agreement dated January 1, 2011, with Badger Resources Limited | 8-K | 000-32735 | 99.5 | 2/2/11 | |
| 10.11 | Letter Agreement dated February 24, 2011, with Barry Markowitz* | 8-K | 000-32735 | 99.1 | 3/8/11 | |
| 10.12 | Employment Agreement dated August 28, 201, with Ronald G. Stovash | 10-Q/A | 000-327350 | 10.1 | 2/10/12 | |
| 10.13 | Employment Agreement dated May 1, 2011, with James A. Flores* | 8-K | 000-327350 | 99.1 | 4/28/11 | |
| 10.14 | Compensation Agreement dated August 24, 2011, with Peter B. Lilly* | 10-Q/A | 000-327350 | 10.3 | 2/10/12 | |
| 10.15 | Management and Services Agreement dated July 1, 2010, with LIFE Power & Fuels LLC* | 8-K | 000-32735 | 10.3 | 8/9/10 | |
| 10.16 | Assignment Agreement dated as of July 19, 2010, for Mining Concession Contract GG7-111 (English translation). | 8-K | 000-32735 | 10.1 | 9/16/10 | |
| 10.17 | Assignment Agreement dated as of July 19, 2010, for Mining Concession Contract GG7-11522X (English translation) | 8-K | 000-32735 | 10.2 | 9/16/10 | |
| 10.18 | Contract of Total Assignment of Mining Exploration And Exploitation Rights dated as of October 20, 2010, for Mining Concession Contact FLG – 092 (English translation) | 8-K | 000-32735 | 10.1 | 11/1/10 | |
| 10.19 | Contract for Agreement on Activities and Promise to Assign a Mining Title dated February 11, 2011, for Mining Concession Contract FCF – 142 (English translation) | 8-K | 000-32735 | 99.1 | 3/25/11 | |
| 10.20 | Contract for Agreement on Activities and Promise to Assign a Mining Title dated February 11, 2011, for Mining Concession Contracts ECB-121 and EAU-131 (English translation) | 8-K | 000-32735 | 99.2 | 3/25/11 |
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| 10.21 | Partial Assignment and Business Collaboration Contract of Mining Rights for the Development of a Mining Project for Mining Concession Contracts dated August 22, 2011, for Mining Concession Contracts F16-142 and 748T (English translation) | 10-Q/A | 000-32735 | 2.1 | 2/10/12 | |
| 10.22 | Total Assignment Contract of the Mining Rights Derived from the Mining Concession Contract FI7-081 dated February 2, 2012, (English translation) (confidential information has been redacted) | 8-K | 000-32735 | 2.1 | 2/10/12 | |
| 10.23 | Option Contract for the Acquisition of Rights of a Mining Title dated October 7, 2011 for Mining Concession Contract FFB-081 (English translation) (confidential information has been redacted) | 10-K | 000-32735 | 10.23 | 3/30/12 | |
| 10.24 | Mining Association Contract dated March 15, 2012 with Ameralex for Mining Concession FFB-081 (English translation) (confidential information has been redacted) | 10-K | 000-32735 | 10.24 | 3/30/12 | |
| 10.25 | Subscription Agreement, dated May 6, 2010, by and between Freedom Resources Enterprises, Inc. and LIFE Power and Fuels LLC. | 8-K | 000-32735 | 10.1 | 5/12/10 | |
| 10.26 | Form of 10% Secured Convertible Note, with schedule | 10-K | 000-32735 | 10.26 | 3/30/12 | |
| 10.27 | Form of Warrant issued with 10% Secured Convertible Note, with schedule | 10-K | 000-32735 | 10.27 | 3/30/12 | |
| 10.28 | Form of Subscription Agreement for 10% Secured Convertible Note offering, with schedule | 10-K | 000-32735 | 10.28 | 3/30/12 | |
| 10.29 | Letter Agreement effective December 10, 2010, amending Subscription Agreement with Steelhead Partners, LLC | 8-K | 000-32735 | 10.2 | 12/17/10 | |
| 10.30 | Pledge and Collateral Agency Agreement, dated August 26, 2010, among Colombia Clean Power & Fuels, Inc., Colombia CPF LLC and Law Debenture Trust Company, as collateral agent | 8-K | 000-32735 | 10.2 | 10/6/10 | |
| 10.31 | Amendment to Pledge and Collateral Agency Agreement | 8-K | 000-32735 | 10.1 | 12/17/10 |
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| 10.32 | Deed of Pledge, dated as of August 26, 2010, among Colombia Clean Power & Fuels, Inc., CPF LLC, Energia Andina Santander Resources Cooperatieve U.A and Law Debenture Trust Company | 8-K | 000-32735 | 10.3 | 10/6/10 | |
| 10.33 | Form of Subscription Agreement for Series A Preferred Stock Offering, with schedule | 10-K | 000-32735 | 10.33 | 3/30/12 | |
| 10.34 | Form of Warrant issued with Series A Preferred Stock, with schedule | 10-K | 000-32735 | 10.34 | 3/30/12 | |
| 10.35 | Security Purchase Agreement, dated as of June 1, 2011, for Series A Preferred Stock Offering with the investors signatory thereto | 8-K | 000-32735 | 10.1 | 6/7/11 | |
| 10.36 | Registration Rights Agreement, dated as of June 1, 2011, for the Series A Preferred Stock Offering with the investors signatory thereto. | 8-K | 000-32735 | 10.2 | 6/7/11 | |
| 14.1 | Code of Ethics | 10-KSB | 000-32735 | 99.2 | 3/31/03 | |
| 16.1 | Letter from Pritchett, Siler & Hardy, PC to the Securities and Exchange Commission dated June 9, 2010 | 8-K | 000-32735 | 16.1 | 6/10/10 | |
| 21.1 | List of Subsidiaries | 10-K | 000-32735 | 21.1 | 3/30/12 | |
| 23.1 | Consent of Burr Pilger Mayer, Inc., independent registered public accounting firm | 000-32735 | 23.1 | 3/30/12 | ||
| 31.1 | Rule 15d-14(a) Certification by Principal Executive Officer | 10-K | 000-32735 | 31.1 | 3/30/12 | |
| 31.2 | Rule 15d-14(a) Certification by Principal Financial Officer | 10-K | 000-32735 | 31.2 | 3/30/12 | |
| 32.1 | Section 1350 Certification of Principal Executive Officer | 10-K | 000-32735 | 32.1 | 3/30/12 | |
| 32.2 | Section 1350 Certification of Principal Financial Officer | 10-K | 000-32735 | 32.2 | 3/30/12 | |
| 101.INS | XBRL Instance Document(1) | X | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document(1) | X | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document(1) | X | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document(1) | X | ||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document(1) | X | ||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document(1) | X | ||||
| *Management contract, or compensatory plan or arrangement, required to be filed as an exhibit. | ||||||
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| Colombia Energy Resources, Inc. | ||
| Date: April 2, 2012 | By: | /s/ James A. Flores |
| James A. Flores, Chief Financial Officer | ||
| (Principal financial and accounting officer) | ||
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