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):
March
14, 2013
COLOMBIA
ENERGY RESOURCES, INC.
(Exact Name of Registrant as Specified in
Charter)
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Delaware
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000-32735
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87-0567033
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(State or Other Jurisdiction of Incorporation)
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Commission File Number
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(IRS Employer Identification No.)
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One Embarcadero Center, Suite 500, San Francisco, CA
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94111
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
:
(415) 460-1165
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
¨
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act
¨
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act
¨
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act
Item 5.07
Submission of Matters
to a Vote of Security Holders.
On March 14
2013, our stockholders acted by way of non-unanimous majority written consent action (pursuant to a solicitation of consents commenced
on March 11, 2013, and in lieu of a special meeting of stockholders) to approve the amendment to the Company’s Certificate
of Incorporation to effect
the one-for-eight reverse split of the outstanding shares of Common Stock of the Company (with
all fractional shares being rounded up to the next whole share) effective as of the close of business on April 1, 2013
with
the filing of the Certificate of Amendment with the Delaware Secretary of State’s office
.
The number of
shares giving written consent (i.e., voting) in favor of such matter was
135,135,836
(
57
%);
no shares were overtly “voted against” the proposal; and
101,075,935
shares (
43
%)
either did not participate in the non-unanimous majority written consent action or did not submit their vote by March
14
,
2013.
The Company is no longer soliciting votes
pertaining to the items above.
Item 8.01 Other Events.
On March 15, 2013, the our board of directors
resolved that on or around March 29, 2013 the Company will file a Form 15 (Certification and Notice of Termination of Registration)
with the United States Securities and Exchange Commission (the "SEC") to voluntarily terminate its reporting obligations
under the Securities Exchange Act of 1934, as amended.
The Form 15 will become effective 90 days
after filing if there are no objections from the SEC or such shorter period as the SEC may determine. The Company's SEC reporting
obligations, including the obligations to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports
on Form 8-K, will be immediately suspended upon the filing of the Form 15, unless the SEC denies the effectiveness of Form 15,
in which case the Company is required to file all the reports within 60 days of such denial.
The Company expects that, as a result of
the Form 15 filing, its common stock will be removed from trading on the OTC Bulletin Board. Shares are anticipated being available
for trading on the OTC Markets, although there can no assurances that any trading market for the Company's securities will exist
after the Company has filed the Form 15, and the liquidity of such trading market may be very limited.
Item 9.01
Financial Statements
and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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3.1
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Certificate of Amendment of Certificate of Incorporation effective April 1, 2013
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99.1
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Press Release Dated March 18, 2013
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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.
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Colombia Energy Resources, Inc.
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Date: March 15, 2013
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By:
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/s/ Edward P. Mooney
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Edward P. Mooney, Interim Chief
Executive Officer
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
COLOMBIA
ENERGY RESOURCES, INC.
(A Delaware Corporation)
Colombia
Energy Resources, Inc.
, a corporation organized and existing under and by virtue of the General Corporation Law of the State
of Delaware, (the “Corporation”), in accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware, does hereby certify:
FIRST: By unanimous
consent of the Board of Directors and consent of the majority stockholders of the Corporation resolutions were duly adopted amending
Article 4 of the Certificate of Incorporation for Colombia Energy Resources, Inc. The resolution summarizing the proposed amendment
is as follows:
RESOLVED, the Majority
Shareholders and the Board of Directors believe it is in the best interest of the Corporation to amend the Corporation’s
Certificate of Incorporation to reflect the outstanding shares of common stock of the Company be reverse split at the rate of one
share for each eight shares outstanding effective the close of business on April 1, 2013, with fractional shares rounded up to
the nearest whole share.
SECOND: That upon the
effectiveness of this Certificate of Amendment, Article FOURTH of the Certificate of Incorporation of the Corporation is hereby
amended and restated in its entirety such that, as amended, said section shall read in its entirety as follows:
FOURTH: The
amount of the total stock this Corporation is authorized to issue is 105,000,000 shares with a par value of $.001 per share.
(a)
Common
Stock.
The aggregate number of shares of Common Stock which the Corporation shall have the authority to issue is 100,000,000
shares at a par value of $.001 per share.
(b)
Preferred
Stock.
The aggregate number of shares of Preferred Stock which the Corporation shall have authority to issue is 5,000,000 shares,
par value $.001, which may be issued in series, with such designations, preferences, stated values, rights, qualifications or limitations
as determined solely by the Board of Directors of the Corporation.
(c)
Preemptive
Rights.
No stockholder of the Corporation shall have any preemptive right to subscribe to an additional issue of stock or to
any security convertible into such stock of the Corporation.
(d)
Reverse
Stock Split.
Effective the close of business on April 1, 2013, the outstanding shares of common stock of the Company shall
be reverse split at the rate of one share for each eight shares outstanding with fractional shares rounded up to the nearest whole
share.
THIRD: That thereafter,
pursuant to resolution of its Board of Directors and written consent of the majority, the amendment was properly approved in accordance
with Delaware law.
FOURTH: That said amendment
was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
FIFTH: This amendment
shall become effective on April 1, 2013.
IN WITHNESS WHEREOF,
said Corporation has caused this certificate to be signed by its Chief Executive Officer this 8
th
day of March, 2013.
COLOMBIA ENERGY RESOURCES, INC.
By:
/s/ Edward P. Mooney
Edward P. Mooney, Chief Executive Officer
For Immediate Release
Colombia Energy Resources, Inc. Announces
Filing of Form 15
SAN FRANCISCO, CA. March 18, 2013 –
Colombia Energy Resources, Inc. (OTCBB: CERX.OB; OTCQB: CERX), (the “Company” or “CERX”) announced today
that the Company intends to voluntarily file a Form 15 with the Securities and Exchange Commission (the "SEC") on or
about March 29, 2013, to terminate the registration of its common stock and suspend its reporting obligations under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The Company is eligible to terminate its registration by filing
a Form 15 because it has fewer than 300 common stock shareholders of record at the beginning of its fiscal year.
As a result of filing the Form 15, the
Company will no longer be required to file reports under the Exchange Act, including quarterly reports on Form 10-Q, annual reports
on Form 10-K, and current reports on Form 8-K. The Company expects that deregistration will become effective 90 days after the
filing of the Form 15 with the SEC.
CERX's Board of Directors authorized the
termination of registration of CERX's common stock after careful consideration of the advantages and disadvantage of being an SEC
reporting company. The Board concluded that the consequences of remaining an SEC-reporting company, which includes significant
costs associated with regulatory compliance, outweighed the current benefits of remaining registered with the SEC.
CERX's board of directors intends to consider
possible future actions that would be in the best interests of CERX. The Company also intends to maintain its OTC Markets trading
platform but anticipates the quotation of its stock on the OTC Bulletin Board will be dropped. The Company will focus its use of
its limited financial and management resources on its assets and operations in Colombia and on potential strategic alliances or
sale of such assets.
Company Contact: Daniel Carlson
Email: dcarlson@colombiaenergyresources.com
Telephone +1 (415) 460-1165
www.colombiaenergyresources.com
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SOURCE: Colombia Energy Resources,
Inc.
Colombia Energy Resources, Inc.
One Embarcadero Center
Suite 500
San Francisco, CA 94111
+1 415 460 1165