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): February 14, 2013

 

COLOMBIA ENERGY RESOURCES, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware 000-32735 87-0567033
(State or Other Jurisdiction of Incorporation) Commission File Number (IRS Employer Identification No.)

 

One Embarcadero Center, Suite 500, San Francisco, CA 94111
(Address of principal executive offices) (Zip Code)

 

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 3.02 Unregistered Sales of Equity Securities.

 

In accordance with our Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock, on February 14, 2013, we issued dividends to the holders of the Series A Preferred Shares in the form of 5,970,798 shares of common stock for the period ended September 15, 2012, and 12,655,503 shares for the period ended December 15, 2012. These shares were issued without registration under the Securities Act by reason of the exemption from registration afforded by the provisions of Section 4(a)(5) and/or Section 4(a)(2) thereof, and Rule 506 promulgated thereunder, as a transaction by an issuer not involving any public offering. Each of the holders of the Series A Preferred Stock receiving the dividend shares was reasonably believed by us to be an accredited investor as defined in Regulation D. No underwriting discounts or commissions were paid in connection with the stock issuance. The shares issued in the above transaction were not and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

 

 
 

 

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.

 

  Colombia Energy Resources, Inc.  
       
       
       
Date: February 20, 2013 By /s/ Edward P. Mooney  
    Edward P. Mooney, Interim Chief Executive Officer  

 

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