-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P7bLAiiMINPnZXhM5ZuhMPlEjMDsq1GjT5xmVTPBxZO1vDBd3end/i4O4p7hj/lk SlT+Wz/8mSUJABNGTUAwTQ== 0001255294-05-000651.txt : 20051018 0001255294-05-000651.hdr.sgml : 20051018 20051018155858 ACCESSION NUMBER: 0001255294-05-000651 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051014 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20051018 DATE AS OF CHANGE: 20051018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLOMBIA GOLDFIELDS LTD CENTRAL INDEX KEY: 0001223663 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51013 FILM NUMBER: 051143019 BUSINESS ADDRESS: STREET 1: 816 FEACE PORTAL DR. STREET 2: PNB 55 CITY: BLAINE STATE: WA ZIP: 98230 BUSINESS PHONE: 604-691-6518 MAIL ADDRESS: STREET 1: 375 WATER STREET STREET 2: SUITE 610 CITY: VANCOUVER STATE: A1 ZIP: V6B 5C6 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA GOLDFIELDS LTD DATE OF NAME CHANGE: 20050516 FORMER COMPANY: FORMER CONFORMED NAME: SECURE AUTOMATED FILING ENTERPRISES DATE OF NAME CHANGE: 20030319 8-K 1 mainbody.htm COLOMBIAGOLDFIELDS8KMAINBODY colombiagoldfields8kmainbody
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): October 14, 2005
 
Colombia Goldfields Ltd.
 
(Exact name of registrant as specified in its charter)
 
Nevada
000-51013
76-0730088
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

375 Water Street, Suite 610, Vancouver, British Colombia, Canada
V6B 5C6
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (604)691-6518

 
___________________________________________
(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:

[  ]
  Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
   
[  ]
  Soliciting material pursuant to Rule 14a-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))



SECTION 3 - SECURITIES AND TRADING MARKETS

Item 3.02 Unregistered Sales of Equity Securities

On October 14, 2005, we completed an offering of 4,221,000 Units at $0.25 per Unit to a total of twenty-three (23) investors.  Each Unit consists of one (1) share of common stock, par value $0.00001, and one (1) Warrant (the “Warrant”) to purchase one (1) share of common stock, exercisable for twelve (12) months from the closing of the offering.  The exercise price for the Warrant is priced at $0.50.  The total amount we received from this offering was $1,055,250.  Assuming that all of the warrants are exercised by the investors, the gross proceeds received from the warrants will equal $2,110,500.
 
We completed the offering pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended.  Each purchaser represented his intention to acquire the securities for investment only and not with a view toward distribution.  We requested our stock transfer agent to affix appropriate legends to the stock certificate issued to each purchaser and the transfer agent affixed the appropriate legends.  Each investor was given adequate access to sufficient information about us to make an informed investment decision. 

None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved.  No registration rights were granted to any of the purchasers.

SECTION 5 - Corporate Governance and Management
 
Item 5.02   Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On October 18, 2005, the board of directors appointed Mr. Jerry Goldberg to act as our Chief Financial Officer.

Mr. Goldberg has more than 15 years of experience in financial and operational management of emerging and early-stage companies. From November 2003 to March 2005, Mr. Goldberg was CFO and President of Emanation Software Inc., a start-up software development firm focused on digital media distribution. From September 2000 to August 2002, Mr. Goldberg was Director of Finance for The Ackerley Group, a publicly-traded media and entertainment firm. Mr. Goldberg also spent nearly 10 years as CFO and principal of Strategic Capital Corp, an investment banking advisory firm, through which he performed many interim-CFO assignments and was involved in dozens of merger and acquisition and financing transactions. During his career, Mr. Goldberg has also held financial management positions with such companies as AT&T Wireless Services.

There are no family relationships between Mr. Goldberg and any of our directors or executive officers.

2
Mr. Goldberg has not had any material direct or indirect interest in any of our transactions or proposed transactions over the last two years. At this time, we do not have any employment agreement with Mr. Goldberg.

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 Goldfields Ltd.

 
/s/ Daniel Hunter                                  
     Daniel Hunter, Chief Executive Officer

Date: October 18, 2005 



 -----END PRIVACY-ENHANCED MESSAGE-----