0001654954-16-000919.txt : 20160720 0001654954-16-000919.hdr.sgml : 20160720 20160720143538 ACCESSION NUMBER: 0001654954-16-000919 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160720 ITEM INFORMATION: Termination of a Material Definitive Agreement FILED AS OF DATE: 20160720 DATE AS OF CHANGE: 20160720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST COLOMBIA GOLD CORP. CENTRAL INDEX KEY: 0001045929 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 980425310 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51203 FILM NUMBER: 161775190 BUSINESS ADDRESS: STREET 1: 6000 POPLAR AVENUE STREET 2: SUITE 250 CITY: MEMPHIS STATE: TN ZIP: 34119 BUSINESS PHONE: 1-888-224-6561 MAIL ADDRESS: STREET 1: 6000 POPLAR AVENUE STREET 2: SUITE 250 CITY: MEMPHIS STATE: TN ZIP: 34119 FORMER COMPANY: FORMER CONFORMED NAME: AMAZON GOLDSANDS LTD. DATE OF NAME CHANGE: 20080609 FORMER COMPANY: FORMER CONFORMED NAME: Finmetal Mining Ltd. DATE OF NAME CHANGE: 20070124 FORMER COMPANY: FORMER CONFORMED NAME: GONDWANA ENERGY LTD / NY DATE OF NAME CHANGE: 19970910 8-K 1 fcgd_8k.htm PRIMARY DOCUMENT Blueprint
 

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
 
July 20, 2016
Date of Report
(Date of earliest event reported)
 
FIRST COLOMBIA GOLD CORP.
(Exact name of Registrant as specified in its Charter)
 
Nevada
 
000-51203
 
98-0425310
(State or Other Jurisdictionof Incorporation)
 
(CommissionFile Number)
 
(I.R.S. EmployerIdentification No.)
 
406 Royal Parkway, Suite 10, Nashville, Tennessee 37214
(Address of Principal Executive Offices)
 
(888) 224-6561
(Registrant’s Telephone Number, including area code)
 
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 (see general instruction A.2. below):
 
[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[  ] Soliciting material pursuant to Rule 14-a-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))
 

 
 
Item 1.02 Termination of a Material Definitive Agreement
 
On July 15, 2016, First Colombia Gold Corp. (the “Company”) and Singa Energy Solutions, a Thailand Limited Company (“Singa”) agreed to rescind the Stock Exchange Agreement (the “Agreement”) entered into by the parties on April 4, 2016. Pursuant to the Agreement, the Company was to acquire one hundred percent interest in Singa, including full right and title to Singa’s assets and contracts; the Company would initiate a name change with the Nevada Secretary of State, so as to begin doing business under the trade name “Singa Energy Solutions”; and certain of Singa’s management personnel would be appointed to director and officer positions with the Company.
 
The decision to cancel the Agreement outright was agreed to after the parties determined it would not be mutually beneficial to proceed with the Agreement under its proposed terms. Final drafts of certain documents related to this transaction were never executed, nor were Signa’s personnel appointed their proposed offices. The parties have executed a Settlement Agreement, wherein each has agreed to fully release the other of all outstanding claims.
 
 
2
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
Company Name
 
 
 
 
 
Date: July 20, 2016
By:  
/s/  Jason Castenir
 
 
 
Jason Castenir
 
 
 
Chief Executive Officer
 
 
 
 
3
EX-99.1 2 fcgd_ex991.htm PRESS RELEASE Blueprint
 
 Exhibit 99.1
 
First Colombia Gold Corp. Unwinds Its Acquisition of Singa Energy Solutions
 
NASHVILLE, TN -- (Marketwired) – July 20, 2016 -- First Colombia Gold Corp. (OTC PINK: FCGD) (“First Colombia” or “The Company”) has made the decision to unwind its purchase and sell agreement with Singa Energy Solutions. The company stated that after detailed discussions with Alexander Misra of Singa Energy Solutions over the past couple of weeks, the companies agreed to part ways and pursue their separate goals and aspirations. “After working together for many months with a Joint Venture and then pursuing the integration of our companies for the past several months, it became apparent that Singa Energy’s heart was in power plant development and First Colombia was aggressively developing its fuel distribution business and continuing to pursue the acquisition of convenience store, retail fuel outlets and that was just creating competing interests,” stated Jason Castenir, CEO of First Colombia Gold Corp. “We truly wish Singa well and know they will be successful in their future endeavors.”
 
The Company did give an upbeat forecast on the future of the fuel distribution and is targeting very ambitious revenue goals for the third and fourth quarters of the year. “Last quarter we had revenues in excess of two hundred thousand dollars. We are hoping to double that as we close out the year,” stated Mr. Castenir. “We feel like we have several markets where we are poised to make great strides and really begin capturing substantial market share. We think our shareholders will be very excited to see our next filing as well as see what we have in store for the rest of the year.”
 
Investor Inquiries: info@firstcolombiagoldcorp.com
 
Website: www.fcgdcorp.com
Email:  info@firstcolombiagoldcorp.com
 
Disclaimer 
This release contains forward-looking statements that are based on beliefs of First Colombia Gold Corp. management and reflect First Colombia Gold Corp.'s current expectations as contemplated under section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities and Exchange Act of 1934, as amended. When we use in this release the words "estimate," "project," "believe," "anticipate," "intend," "expect," "plan," "predict," "may," "should," "will," "can," the negative of these words, or such other variations thereon, or comparable terminology, are all intended to identify forward looking statements. Such statements reflect the current views of First Colombia Gold Corp. with respect to future events based on currently available information and are subject to numerous assumptions, risks and uncertainties, including but not limited to, risks and uncertainties pertaining to development of mining properties, changes in economic conditions and other risks, uncertainties and factors, which may cause the actual results, performance, or achievement expressed or implied by such forward looking statements to differ materially from the forward looking statements. The information contained in this press release is historical in nature, has not been updated, and is current only to the date shown in this press release. This information may no longer be accurate and therefore you should not rely on the information contained in this press release. To the extent permitted by law, First Colombia Gold Corp. and its employees, agents and consultants exclude all liability for any loss or damage arising from the use of, or reliance on, any such information, whether or not caused by any negligent act or omission. This press release incorporates by reference the Company's filings with the SEC including 10K, 10Q, 8K reports and other filings. Investors are encouraged to review all filings. There is no assurance First Colombia Gold Corp. will identify projects of merit or if it will have sufficient financing to implement its business plan. There is no assurance that the Company's due diligence on the potential acquisition of oil and gas assets will be favorable nor that definitive terms can be negotiated. Information in this release includes representations from the private companies referred to which has not been independently verified by the company. A downturn in oil prices would affect the potential profitability of the proposed acquisition negatively.
 
Contact:
First Colombia Gold Corp.
866-637-2919
info@firstcolombiagoldcorp.com
Source: First Colombia Gold Corp.