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):  June 1, 2014

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.)

Paeso De Bernardez #95 FRACC, Lomas De Bernardez, Guadalupe 986 10, ZAC, Mexico

(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:

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))

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

Settlement of Accounts Payable

On June 3, 2014 the Company settled $37,581 in accounts payable through an agreement for issuance of restricted common stock valued at $15,000.

The Company agreed to issue $4,500 in stock valued at the market price pursuant to an extension of a memorandum of understanding (“MOU”)  with the GMV,LLC in relation to a mineral property, and the 156,250  shares were valued as of May 27, 2014.

The Board of Directors agreed to issue ten million common restricted shares pursuant to an consulting agreement with E,Robert Gates with an effective date of June 1, 2014, see 3.02 and 5.02 below.

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 333,3330 and 156,250 respectively restricted common shares to two creditors of the company 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 creditors  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 creditors 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.

As described in Item 1.01 and  5.02 of this Current Report, which is incorporated herein by reference, the Company issued 10,000,000 restricted common shares to our new Chief Executive Officer of the company in a transaction pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). Mr. Robert Gates is an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D of the Securities Act. The Transaction was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act. The issuance of the shares did not involve a public offering and was made without general solicitation or general advertising. Mr. Gates  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 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.

- 2 -

SECTION 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 2, 2014, Mr. Piero Sutti-Keyser resigned as our Chief Executive Officer and Director to pursue other interests.. There was no known disagreement with Mr. Pierro Sutti-Keyser on any matter relating to the Company’s operations, policies or practices. Subsequently on June 2, 2014, the board of directors filled the vacancies created by Mr. Sutti’s resignation by appointing Mr. E. Robert Gates (Age: 71) to fill the positions of Chief Executive Officer and Principal Executive Officer, and was appointed a Director of the Company.

There are no family relationships between Mr.. E,Robert Gates any other of our directors or executive officers or directors. Mr. E. Robert Gates has not had any material direct or indirect interest in any of the Company’s transactions since the beginning of the Company’s last fiscal year or in any currently proposed transaction. Mr. E. Robert Gates’s wholly-owned MG Equity Holdings,LLC owns two million shares of the company’s Preferred B stock bought shortly before his appointment as CEO. Mr Gates previously was a consultant to the company.

The following sets forth biographical information for Mr. Gates :.

E. Robert Gates (Age : 71) , has a Bachelor of  Science ,MBA and Phd from California Coast University.Mr. Gates has been conducting  business as consultant to various companies often in an interim officer role to advice on strategy and financing..Since January 2013 Mr. gates has been interim CEO of Active Health Foods Inc, and for more than five years CEO of ISRG,Inc. a private metals trading company.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

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

Exhibit No.	Description
10.1	Employment Agreement for E. Robert Gates

- 3 -

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:  June 6, 2014

First Colombia Gold Corp.
By:	/s/ E. Robert Gates
Name:	E. Robert Gates
Title:	Chief Executive Officer

- 4 -

EX-10.1

Exhibit 10.1

EMPLOYMENT/CONSULTING AGREEMENT

This Employment/Consulting Agreement, dated May 21,2014,effective June 2,2014 is between First Columbia Gold, Inc. (FCGI) and E. Robert Gates, (ERG). Or an entity to which the obligations of this Employment/Consulting Agreement are assigned (MBC Services, Inc.). However, this Agreement may not be assigned without the express written consent of both Parties hereto.

FCGI desires to engage ERG as its President and Chief Executive Officer

ERG desires to accept such engagement under the terms and conditions contained in this Employment/Consulting Agreement;

The parties agree as follows, intending to be legally bound:

1. Agreement of Parties.  FCGI engages ERG, or its assignee, to perform the normal  duties of a Chief Executive Officer.

2. Term of Enzaaement, The term of this Engagement begins on the date of this Consulting Agreement and continues Five (5) years therefrom, and is automatically extended for one (l) year periods unless terminated in writing ninety (90) days prior to the end of this Employment/Consulting Agreement. If termination is properly communicated, this Employment/Consulting Agreement shall then terminate at the end of the current term. Additionally, this Employment/Consulting Agreement may be terminated for cause, defined as a breach of this Employment/Consulting Agreement or other valid impropriety, which has the effect of endangering fulfillment of this Employment/Consulting Agreement, with a thirty (30) day opportunity to cure.

3.Consideration.   ERG agrees to use its best efforts to fulfill the obligations of this Employment/Consulting Agreement.

Client agrees to payor transfer to ERG or MBC:

a)            Six Thousand dollars ($6,000.00) due upon the execution of this agreement and Six Thousand dollars ($6,000.00) on the first of the following month for the term of this agreement. In addition, the Six Thousand dollars ($6,000.00) will continue to be paid on the first day of each month for the duration of this agreement.

b)   In addition, 10,000,000 shares of non-dilutive issued and outstanding Common stock of

FCGI issued immediately upon the execution of this agreement.

c)   N/A

- 1 -

4. Expenses. Client agrees to pay all expenses of ERG, which relate to its activity

on behalf of FCGI beginning on the date of this Employment/Consulting Agreement.

This includes, by way of example only, first class airfare, hotel, meals, travel costs,

telephone, copy charges, cost of experts, such as attorneys and accountants, whose

services are related to the business of Client, and other direct expenses. However,

Client may review and approve budgeted expenses and also retains the right to review

and approve expenditures that exceed Five Thousand Dollars ($5,000), which are

above budgeted, normal and ordinary expenses.

5. Beginning Date. This Employment/Consulting Agreement begins on the date of

execution of this Employment/Consulting Agreement, unless otherwise agreed in writing. ERG

will then participate in the analysis, communication, and negotiation of terms of any advertising

media, partnership, joint venture, acquisition, or merger, or other project for all projects and

targeted acquisitions disclosed to it.

6. Non-Circumvention. FCGI agrees not to circumvent (attempt to go around)

ERG and ERG won't circumvent FCGI. ERG is going to advise FCGI regarding certain

business activities. FCGI agrees not to circumvent ERG by taking the plans and structure ERG

discloses to another party, who maybe didn't know about ERG's plans or structure, but almost

certainly will say, "That's a great structure. I can do it better or I'll do it for X thousands of

dollars less" or other similar statements. ERG also doesn't want FCGI to sell its plans and

structure without ERG's involvement and receipt of its fees. FeGI and ERG agree that all parties

introduced by either party shall be covered by this non-Circumvention agreement.

7. Notices. All notices, consents, waivers and other communications under this

Consulting Agreement must be in writing and have been duly given (a) two business days

following delivery by hand (with written confirmation receipt), (b) five business days following

facsimile transmission (with written confirmation receipt) as long as a copy is mailed by

registered or certified mail, return receipt requested, or (c) two business days following receipt

by the addressee, if sent by a national overnight delivery service (receipt requested), in each case

to the addresses and facsimile numbers set forth below (or to such other addresses and facsimile

numbers as a party may designate):

E. Robert Gates

2220 Hickory Crest Drive

Memphis, Tennessee 38119

- 2 -

8. Jurisdiction and Venue; Service of Process. Any proceeding seeking to enforce

any provision of, this Consulting Agreement may be brought in the courts of the State of

Tennessee, County of Shelby, or, in the United States District Court for the Western District of

Tennessee, and each party consents to the jurisdiction of such courts (and of the appropriate

appellate courts) in any such proceeding and waives any objection to venue. Process in any

proceeding may be served on any party anywhere in the world.

9. Counterparts. This Employment/Consulting Agreement may be executed in one

or more counterparts, each of which will be an original and all of which will be deemed to

constitute one and the same. Additionally, this Employment/Consulting Agreement may be

initially executed by means of Facsimile signatures between FCGI and ERG, with original

Employment/Consulting Agreement documents exchanged between FCGI and MBC. These

Facsimile signatures are deemed to be valid.

10.   Section Headings. The headings of sections in this Employment/Consulting

Agreement are provided for convenience only and do not affect its interpretation.

11. Waiver. The rights and remedies of the parties are cumulative and not alternative.

When one part of this Employment/Consulting Agreement is not enforced, that part may be

enforced later. The fact that any part was not enforced previously does not waive the party's

right to enforce later. Any party may waive any part of this Employment/Consulting Agreement

in writing and all parties signing the waiver.

12. Exclusive Agreement and Modification. This Employment/Consulting Agreement

embodies all of the understandings of the parties. This Employment/Consulting Agreement may

only be amended by a written agreement executed by FCGI and ERG.

- 3 -

13.           Governing Law.This Employment/Consulting Agreement is to be governed by the

laws of the State of Tennessee.

The parties have signed and delivered this Employment/Consulting Agreement as of the above

date.

First Columbia Gold, Inc.

By: /s/  Piero Sutti-Keyser                                                   

             Piero Sutti-Keyser

E. Robert Gates

By:  /s/  E. Robert Gates                                                       

               E. Robert Gates

- 4 -