8-K

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):   Setpember 21, 2011

First Colombia Gold Corp.

(Exact name of registrant as specified in its charter)

Nevada	000-51203	98-0425310
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Alcalá Centro de Negocios,  Cra 43 B # 14-51 Office 705, Medellin, Colombia	____________
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  574 461 61 54

(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:

   o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01      Entry into Material Definitive Agreement.

The information included under the caption “Settlement and Mutual Release Agreement” in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.01       Completion of Acquisition or Disposition of Assets.

Settlement and Mutual Release Agreement

On September 21, 2011, First Colombia Gold Corp. (the “Company”) entered into a Settlement and Mutual Release Agreement (“Settlement Agreement”) with Temasek Investments Inc. (“Temasek”), a company incorporated under the laws of Panama, which resulted in the Company’s relinquishment and transfer to Temasek of its fifty percent interest in the outstanding capital stock of Beardmore Holdings, Inc. (“Beardmore”), which indirectly holds, through its subsidiary Rio Santiago Minerales S.A.C., certain mineral rights (the “Mineral Rights”) to certain properties located in Peru, in exchange for Temasek releasing the Company from all of its outstanding obligations under the terms of the Mineral Right Option Agreement entered into between the parties on September 18, 2008, which was amended and supplemented by Amendment No. 1, dated May 12, 2009 (“Amendment No. 1”), Amendment No. 2, dated February 3, 2010 (“Amendment No. 2”), and Amendment No. 3, dated June 25, 2010 (“Amendment No. 3”) (collectively, the “Option Agreement”).  By execution of the Settlement Agreement, the Company no longer has any interest, directly or indirectly, in any mineral or mining rights to properties located in Peru.

Under the terms of Amendment No. 3, the Company would have increased its ownership interest in the Mineral Rights from fifty percent to one-hundred percent resulting in its acquisition of all of the outstanding capital stock of Beardmore, if the Company had fulfilled the following conditions (collectively the “Option Requirements”) within ten business days following the effective date of Amendment No. 3:

·     Completion of the exercise of options resulting in the Company’s acquisition of a fifty percent interest in the Mineral Rights through its acquisition of fifty percent of the outstanding capital stock of Beardmore;

·    Issuance to Temasek of a total of 6,000,000 shares of our common stock;

·     Payment to Temasek of US $250,000 (which such payment was acknowledged by Temasek to have been made in March 2010);

·     Issuance of a convertible note for US $250,000 (the “$250,000 Convertible Note”) payable to the order and the direction of Temasek (which was issued on June 25, 2010); and

·     Issuance of a convertible note for US $3,250,000 (the “$3,250,000 Convertible Note” and, collectively with the $250,000 Convertible Note, the “Convertible Notes”) payable to the order and the direction of Temasek (which was issued on June 25, 2010).

The $250,000 Convertible Note has a term of ninety days and accrues interest at a rate of 12% per annum.  The Company failed to pay the principle and interest under the $250,000 Convertible Note upon maturity and is currently in default on such note.  

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The $3,250,000 Convertible Note has a term of three years and accrues interest at a rate of 12% per annum.  Interest is payable annually and the principal is to be paid upon maturity.

As of the date the Company was required to fulfill the Option Requirements under Amendment No. 3 and as of the date of this Current Report, it did not issue the 6,000,000 shares of its common stock to Temasek and defaulted on the $250,000 Convertible Note resulting from its failure to pay the principal plus interest on such note on its maturity date.  This also resulted in the options to acquire the remaining fifty percent interest in the Mineral Rights (which would have resulted in the Company’s acquisition of a one hundred percent interest in the Mineral Rights) having lapsed as of July 5, 2010.

Under the terms of the Settlement Agreement, the $250,000 Convertible Note and the $3,250,000 Convertible Note have been cancelled and the Company is no longer obligated to issue Temasek 6,000,000 shares of its common stock in exchange for the Company’s relinquishment and transfer to Temasek of its fifty percent interest in the outstanding capital stock of Beardmore.  The Company is not entitled to recover any consideration previously paid to Temasek or any mineral property exploration expenditures incurred in connection with the exploration and development of the properties underlying the Mineral Rights.  The Settlement Agreement included a mutual release of all claims arising out of or relating to the Option Agreement.   

A copy of the Settlement Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.  The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement.

Item 5.02       Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

                        Compensatory Arrangements of Certain Officers.

On September 22, 2011, the Company received notice that Norman Bracht, the Company’s Chief Executive Officer and member of the Board of Directors, passed away suddenly.  The Company wishes to extend its condolences to Mr. Bracht’s family.

Item 9.01.      Financial Statements and Exhibits.

(b)   Pro Forma Financial Information

The Company’s Unaudited Pro Forma Financial Information is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d)    Exhibits.

Exhibit
No.	Description
10.1	Settlement and Mutual Release Agreement
99.1	The Company’s Unaudited Pro Forma Financial Information

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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.

Date:   September 23, 2011

First Colombia Gold Corp.

By: /s/     Tony Langford                                               

Name:     Tony Langford

Title:       Chief Financial Officer

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Exhibit Index

The following is a list of the Exhibits furnished herewith.

Exhibit
No.	Description
10.1	Settlement and Mutual Release Agreement
99.1	The Company’s Unaudited Pro Forma Financial Information

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EX-10.1

EXHIBIT 10.1

SETTLEMENT AND MUTUAL RELEASE AGREEMENT

This Settlement and Mutual Release Agreement (this “Agreement”) is entered into as of September 21, 2011 by and between First Colombia Gold Corp. (“FCGC”) and Temasek Investments Inc. (“Temasek”).

RECITALS

A. FCGC and Temasek are parties to a Mineral Right Option Agreement, effective as of September 18, 2008, and amended by Amendment No. 1, dated May 12, 2009, Amendment No.2, dated February 3, 2010, and Amendment No.3, dated June 25, 2010 (collectively, the “Mineral Right Option Agreement”), which provides for the acquisition by FCGC of four separate options (the “Options”), each providing for the acquisition of a twenty-five percent interest in certain mineral rights in certain properties in Peru (the “Mineral Rights”).

B. The Mineral Rights are currently owned by Rio Santiago Minerales S.A.C. (“Rio Santiago”).   Beardmore Holdings, Inc. (“Beardmore”) owns 999 shares of the 1,000 shares of Rio Santiago that are issued and outstanding. Temasek owns the single remaining share of Rio Santiago. FCGC’s acquisition of each twenty-five percent interest in the Mineral Rights was structured to occur through the transfer of twenty-five percent of the outstanding shares of Beardmore to FCGC upon the exercise of each twenty-five percent Option.

C. FCGC completed the exercise of the initial and second twenty-five percent Options in accordance with the terms of the Mineral Right Option Agreement, which resulted in the acquisition by FCGC of an aggregate fifty percent interest in the Mineral Rights, through the transfer of fifty percent of the issued and outstanding shares of Beardmore.

D. FCGC did not fulfill the obligations required to complete the exercise of the third and fourth twenty-five percent Options, and as a result, the third and fourth twenty-five percent Options lapsed as of July 5, 2010.

E. In order to settle all unresolved matters in connection with the foregoing, Temasek has proposed, and FCGC has agreed to the terms of such proposal, that FCGC return the entirety of the shares of Beardmore which were transferred to FCGC through exercise of the Options, in consideration for the release by Temasek of all outstanding obligations of FCGC under the Mineral Right Option Agreement.

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NOW THEREFORE, in consideration of the foregoing, the mutual covenants, promises and benefits made in and derived from this Agreement, FCGC and Temasek hereby agree as follows:

1.           Recitals. The above Recitals are true and correct.

2.           Release by Temasek.

(a)           As full consideration for the return and full relinquishment of all of the shares of Beardmore held by FCGC, Temasek hereby agrees to release FCGC from all of its outstanding obligations under the Mineral Right Option Agreement, including without limitation, the termination of:

i.             FCGC’s obligation to issue 6,000,000 of its shares to Temasek;

ii.            The $250,000 convertible promissory note, dated June 25,2010, including any and all rights and interests of Temasek

               to payments of principal and interest thereunder; and

iii.           The $3,250,000 convertible promissory note, also dated June 25,2010, including any and all rights and interests of Temasek

               to payments of principal and interest thereunder (collectively, the “Outstanding Obligations”).

(b)           Effective as of the date of this Agreement, Temasek, for itself, its predecessors, successors, subsidiaries, affiliates and assigns, does hereby fully, unconditionally and irrevocably waive as against, and release, FCGC and its officers, directors, stockholders, partners, members, parents, affiliates, agents, representatives, predecessors, successors and assigns, of and from any and all actions, causes of action, claims, demands, damages (including without limitation compensatory or punitive damages), defenses, counterclaims, setoffs of any kind, costs, penalties, attorneys’ fees or expenses, whether known or unknown, whether contingent or liquidated, whether in contract, tort, statute or under any other legal theory, arising out of or relating to the Mineral Right Option Agreement or Outstanding Obligations and in connection with any act or omission by FCGC relating thereto.

3.           Releases by FCGC.

(a)           As full consideration for Temasek’s release of the Outstanding Obligations, FCGC agrees to return and relinquish all shares of Beardmore which FCGC acquired through the exercise of the Mineral Rights Options, which amounts to fifty percent of the total issued and outstanding shares of Beardmore, representing a fifty percent interest in the Mining Rights.

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(b)           Effective as of the date of this Agreement, FCGC, for itself, its predecessors, successors, subsidiaries, affiliates and assigns, does hereby fully, unconditionally and irrevocably waive as against, and release, FCGC and its officers, directors, stockholders, partners, members, parents, affiliates, agents, representatives, predecessors, successors and assigns, of and from any and all actions, causes of action, claims, demands, damages (including without limitation compensatory or punitive damages), defenses, counterclaims, setoffs of any kind, costs, penalties, attorneys’ fees or expenses, whether known or unknown, whether contingent or liquidated, whether in contract, tort, statute or under any other legal theory, arising out of or relating to the Mineral Right Option Agreement and in connection with any act or omission by Temasek relating thereto.

4.           Miscellaneous.

(a)           Entire Agreement. This Agreement reflects the entire understanding of the parties with respect to the subject matter herein contained, and supersedes any prior negotiations or agreements (whether written or oral). The terms of this Agreement may not be waived, amended or supplemented except in a writing signed by all parties.

(b)           Governing Law. This Agreement shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of Nevada.

(c)           Consultation with Counsel. The parties to this Agreement represent and warrant that they have consulted with legal counsel, and that they enter into this Agreement upon the advice and counsel of their own attorneys, and not upon the advice or counsel of any adverse party.

(d)           Authorization. This Agreement has been duly and validly authorized by all necessary action on the part of all parties hereto. Each party executing this Agreement has authorized those persons signing in its behalf to execute this Agreement and to take all necessary actions to implement this Agreement.

(e)           Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(f)           Counterpart and Facsimile Signatures. This Agreement may be executed in counterparts, all of which counterparts taken together shall constitute the Agreement. Further, copies of signatures transmitted via facsimile or e-mail shall be, and are deemed, sufficient and fully enforceable against the signator.  Any party providing a facsimile or e-mail signature shall promptly provide an original signature page, however, failure to do so shall not alter that party’s obligations under this Agreement or the enforceability thereof.

[Signature page to follow]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

TEMASEK INVESTMENTS, INC.	FIRST COLOMBIA GOLD CORP.
By:  /s/  JOSE E. SILVA	By: /s/  NORMAN BRACHT
Name:   JOSE E. SILVA	Name:   NORMAN BRACHT
Title:     DIRECTOR	Title:     CEO

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EX-99.1

EXHIBIT 99.1

Unaudited Proforma Financial Statements

First Colombia Gold Corp

For the thee and six month periods ended June 30, 2011

and the year ended December 31, 2010 (Unaudited)

On September 21, 2011, First Colombia Gold Corp. (FCGD) entered into a Settlement and Mutual Release Agreement with Temasek Investments, Inc. ("Temasek"). FCGD and Temasek are parties to a Mineral Right Option Agreement, effective as of September 18, 2008, and amended by Amendment No.1, dated May 12, 2009, Amendment No.2, dated February 3, 2010, and Amendment No.3, dated June 25, 2010. FCGD's acquisition of the mineral rights was structured to occur through the transfer of the outstanding shares of Beardmore Holdings, Inc. ("Beardmore"). FCGD completed the exercise of the initial and second twenty-five percent options in accordance with the terms of the Mineral Right Option Agreement which resulted in the acquisition by FCGD of an aggregate fifty percent interest in the mineral rights through the transfer of fifty percent of the issued and outstanding shares of Beardmore. FCGD did not fulfill the obligations under the Mineral Right Option Agreement required to complete the exercise of the third and fourth twenty-five percent options. Under the terms of the Settlement and Mutual Release Agreement, FCGD agreed to return the entirety of the shares of Beardmore which were acquired by FCGD under the terms of the Mineral Right Option Agreement, in consideration for the release by Temasek of all outstanding obligations of FCGD under the Mineral Right Option Agreement.

The company realized a net loss on the transaction which is reflected in the proforma balance sheet as of June 30, 2011 and the proforma statement of operations for the six months ended June 30, 2011.

The following presents our unaudited proforma financial information as of June 30, 2011, for the interim three month and six month periods ended June 30, 2011, and for the year ended December 31, 2010. In the opinion of management, all adjustments necessary to present fairly the unaudited pro-forma financial statements have been made. The unaudited pro-forma financial statements should be read in conjunction with the First Colombia Gold Corp. consolidated financial statements and notes thereto and Managements Discussion and Analysis of Financial Condition and Results of Operations as filed on Form 10-K for the year ended December 31, 2010 and on Form 10-Q for the quarter ended June 30, 2011.

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First Columbia Gold Corp.
(formerly Amazon Goldsands, Inc.)
(An Exploration Stage Company)
Proforma Interim Balance Sheets
(Expressed in U.S. Dollars)
(Unaudited - Prepared by Management)
	As at 30 June 2011			Proforma Adjustments				Proforma
Assets
Current
Cash and cash equivalents		46,595			-				46,595
Mineral property costs		11,976,434			(11,976,434	)	(a)		-
Property and equipment		10,190			-				10,190
		12,033,219			(11,976,434	)			56,785
Liabilities
Current
Accounts payable and accrued liabilities		475,760			(49,733	)	(b)		426,027
Current portion of convertible promissory notes		676,904			(676,904	)	(c)		-
		1,152,664			(726,637	)			426,027
Convertible promissory notes		1,872,831			(1,872,831	)	(c)		-
Due to related parties		160,449			(160,449	)	(b)		-
		3,185,944			(2,759,917	)			426,027
Stockholders’ equity
Capital stock
Authorized
200,000,000 common shares, par value $0.00001 and
200,000,000 blank check preferred shares, par value $0.001
Issued and outstanding
30 June 2011 – 39,503,585 common shares, par value $0.00001
31 December 2010 – 38,503,585 common shares, par value $0.00001		395			-				395
Additional paid in capital		18,329,720			-				18,329,720
Deficit, accumulated during the exploration stage		(11,732,840	)		(6,966,517	)	(d)		(18,699,357	)
		6,597,275			(6,966,517	)			(369,242	)
Non-controlling interest		2,250,000			(2,250,000	)	(e)		-
		8,847,275			(9,216,517	)			(369,242	)
		12,033,219			(11,976,434	)			56,785

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First Columbia Gold Corp.
(formerly Amazon Goldsands, Inc.)
(An Exploration Stage Company)
Proforma Statement of Operations
(Expressed in U.S. Dollars)
(Unaudited - Prepared by Management)
	For the six month period ended June 30, 2011			Proforma Adjustments				Proforma
Expenses
Amortization - property and equipment		1,798			-				1,798
Bank charges and interest		631,396			253,169		(c)		884,565
Consulting and management fees (recovery) (Note 8)		139,142			-				139,142
Foreign exchange (gain) loss		(789	)		-				(789	)
Office and administrative		59			-				59
Professional fees		61,397			-				61,397
Transfer agent and filing fees		2,745			-				2,745
Mineral property exploration expenditures		50,700			-				50,700
Net operating loss before other items		(886,448	)		(253,169	)			(1,139,617	)
Other items
Expense unamortized discount on convertible note		-			1,219,507		(c)		1,219,507
Loss on retirement of debt		-			5,704,023		(c)		5,704,023
Gain on deconsolidation of subsidiary		-			(208,847	)			(208,847	)
		-			6,714,683				6,714,683
Net loss and comprehensive loss for the period		(886,448	)		(6,967,852	)			(7,854,300	)
Basic and diluted loss per common share		**							**
Weighted average number of common shares used in per share calculations		38,876,188							38,876,188
** Less than $0.01

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First Columbia Gold Corp.
(formerly Amazon Goldsands, Inc.)
(An Exploration Stage Company)
Proforma Statement of Operations
(Expressed in U.S. Dollars)
(Unaudited - Prepared by Management)
	For the three month period ended June 30, 2011			Proforma Adjustments				Proforma
Expenses
Amortization - property and equipment		898			-				898
Bank charges and interest		318,042			253,169		(c)		571,211
Consulting and management fees (recovery) (Note 8)		100,142			-				100,142
Foreign exchange (gain) loss		(1,583	)		-				(1,583	)
Office and administrative		59			-				59
Professional fees		51,462			-				51,462
Transfer agent and filing fees		2,088			-				2,088
Mineral property exploration expenditures		50,700			-				50,700
Net operating loss before other items		(521,808	)		(253,169	)			(774,977	)
Other items
Expense unamortized discount on convertible note		-			1,219,507		(c)		1,219,507
Loss on retirement of debt		-			5,704,023		(c)		5,704,023
Gain on deconsolidation of subsidiary		-			(208,847	)			(208,847	)
		-			6,714,683				6,714,683
Net loss and comprehensive loss for the period		(521,808	)		(6,967,852	)			(7,489,660	)
Basic and diluted loss per common share		**							**
Weighted average number of common shares used in per share calculations		39,503,585							39,503,585
** Less than $0.01

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First Columbia Gold Corp.
(formerly Amazon Goldsands, Inc.)
(An Exploration Stage Company)
Proforma Statement of Operations
(Expressed in U.S. Dollars)
(Unaudited - Prepared by Management)
	For the year ended December 31, 2010			Proforma Adjustments		Proforma
Expenses
Amortization		15,970			-		15,970
Bank charges and interest		663,090			-		663,090
Consulting and management fees (recovery) (Note 8)		280,122			-		280,122
Foreign exchange (gain) loss		956			-		956
Office and administrative		36,386			-		36,386
Professional fees		88,450			-		88,450
Transfer agent and filing fees		11,439			-		11,439
Mineral property exploration expenditures		35,775			-		35,775
Net operating loss before other items		(1,132,188	)		-		(1,132,188	)
Other items
Expense unamortized discount on convertible note		-			-		-
Loss on retirement of debt		-			-		-
Gain on deconsolidation of subsidiary		-			-		-
		-			-		-
Net loss and comprehensive loss for the period		(1,132,188	)		-		(1,132,188	)
Basic and diluted loss per common share		**					**
Weighted average number of common shares used in per share calculations		31,638,831					31,638,831
** Less than $0.01

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First Colombia Gold Corp

Notes To The Proforma Financial Statements

The preceding unaudited condensed combined consolidated pro forma balance sheet and statement of operations have been prepared as if the transaction was completed on June 30, 2011.  There is no resulting effect from the transaction on the statement of operations for the year ended December 31, 2010.  The following pro forma adjustments have been made:

(a)   This adjustment reflects the elimination of the mineral property interests acquired as part of the Mineral Rights Option Agreement, as amended.

(b)   This adjustment reflects the elimination of accounts payable and related party payables attributable to the deconsolidated subsidiary.

(c)   This adjustment reflects the elimination of the current and long term portion of the convertible promissory notes.  The total outstanding liability as of June 30, 2011 includes notes payable in the amounts of $250,000 and $3,250,000, accrued interest of $426,904 and unamortized discount on the beneficial conversion feature of $1,377,169.  A charge to interest expense of $253,169 was incurred for the period from July 1, 2011  to September 21, 2011 which includes amortization of the discount on the beneficial conversion feature of $157,662.  As of September 21, 2011 the remaining discount on the beneficial conversion feature of $1,219,507 was charged to interest expense per FASB ASC 470-20-40-1.  The retirement of the convertible notes payable resulted in a loss of $5,704,023.

(d)   The adjustment to retained earnings consists of the proforma adjustments of  $6,967,852 in the proforma statement of operations and the elimination of $1,335 of retained earnings as a result of the deconsolidation of the subsidiary entity.

(e)   This adjustment reflects the elimination of the non-controlling interest as a result of the deconsolidation of the subsidiary entity.

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