8-K/A 1 mainbody.htm MAINBODY mainbody.htm
Washington, D.C.  20549
(Amendment No. 1)
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  July 15, 2014
First Colombia Gold Corp.
 (Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

6000 Poplar Avenue, Suite 250, Memphis, TN 34119
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:  1-888-224-6561
 (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))




Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

Purchase and Sale Agreement

On June 15, 2015 the Company signed a Purchase and Sales Agreement (“Agreement”) for the acquisition of certain assets further described below and in the attached exhibit, in exchange for ten million shares (see 3.02 below).

The Company under the agreement would acquire one hundred per cent of certain assets, and a nineteen and a half percent equity interest in three oil and gas production, transportation and distribution companies.

The three companies are SWO & ISM, LLC; Hein Oil Well Services, LLC; and Hein Oil Co., Inc. The 19.5% equity interest includes a provision for 19.5% of operating revenues to be allocated to the Company.

The assets include land, buildings, transportation equipment, office equipment, drilling service equipment, vehicles, and oil leases and working interests. The active leases cover 1306.53 acres in Clinton County KY; 1330 acres in Cumberland County KY; 2532 acres in Monroe County, KY and 160 acres in Wayne County. The land property assets acquired comprise two tracts totaling approximately 230 acres. The agreement lists a valuation of approximately $4.6 million dollars, and the company in the current quarter intends to secure appraisals, valuation estimates and physical review of assets to determine final accounting for the transaction including where necessary updated reserve studies deemed.

The agreement contains the provision that if on a quarterly basis production exceeds 2500 barrels per month, an additional ten million shares would be issued as part of the agreement.

This summary is qualified in its entirety by the actual agreement which is attached as an exhibit.

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

As described in Item 1.01 of this Current Report, which is incorporated herein by reference, the Company issued 10,000,000 restricted common shares to two individuals as sellers of in the purchase and sale agreement, in a transaction pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Transaction was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of the Securities Act. The issuance of the shares did not involve a public offering and was made without general solicitation or general advertising. The recipients represented that the shares were received for investment purposes only and not with a view to or for sale in connection with any distribution thereof. The recipients were sophisticated investors due to knowledge of our industry and company having provided services to the company. The shares of Common Stock issued have been not  registered under the Securities Act and neither may be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed herewith.

Exhibit No.
10.2   Assets Acquired


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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.
Date:  July 25, 2014
First Colombia Gold Corp.
 /s/ E. Robert Gates                                                     
      E. Robert Gates
      Chief Executive Officer

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