10QSB 1 mainbody.htm COLUMBIA GOLDFIELDS 10QSB MAINBODY Columbia Goldfields 10QSB mainbody
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-QSB

[X]
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the quarterly period ended September 30, 2005
   
[ ]
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the transition period   to __________
   
 
Commission File Number: 000-51013

Colombia Goldfields Ltd.
(Exact name of small business issuer as specified in its charter)

Nevada
76-0730088
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)


375 Water Street, Suite 610, Vancouver, BC Canada
(Address of principal executive offices)

604-691-6518
(Issuer’s telephone number)
 
_______________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)


Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 29,221,000 common shares as of November 7, 2005

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]






 
 
PART I - FINANCIAL INFORMATION


Our unaudited financial statements included in this Form 10-QSB are as follows:

(a)  
Unaudited Balance Sheet as of September 30, 2005.
(b)  
Unaudited Statements of Operations for the three and nine month periods ended September 30, 2005 and 2004;
(c)  
Unaudited Statement of Stockholder’s Equity from Inception, March 25, 2003, to September 30, 2005;
(d)  
Unaudited Statements of Cash Flows for the nine months ended September 30, 2005 and 2004;
(e)  
Notes to Unaudited Financial Statements.

These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-QSB. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended September 30, 2005 are not necessarily indicative of the results that can be expected for the full year.

 
COLOMBIA GOLDFIELDS LTD.
(FORMERLY SECURE AUTOMATED FILING ENTERPRISES INC.)
(An Exploration Stage Company)

FINANCIAL STATEMENTS

September 30, 2005

(Unaudited)


 

COLOMBIA GOLDFIELDS LTD.
(FORMERLY SECURE AUTOMATED FILING ENTERPRISES INC.)
(An Exploration Stage Company)
 
Balance Sheets

 
September 30,
December 31,
As at
2005
2004
 
(Unaudited)
(Audited)
 
$
$

Assets
Current
   
   Cash
431,426
104,685
   Prepaid expense (Note 5)
500,000
-
   Accounts receivable
-
910
     
 
931,426
105,595
     
 
Mineral Properties (Note 5)
 
-
 
-
 
Website Development (Notes 3 & 6)
 
21,000
 
-
 
Office Equipment, net of accumulated amortization of $201 (Note 3)
 
1,579
 
-
     
Total Assets
954,005
105,595
     
Liabilities
Current
   
   Accounts payable and accrued liabilities
35,004
3,687
   Due to related parties
828
6,000
     
Total Liabilities
35,832
9,687
     
Stockholders’ Equity
Common Stock
   Authorized: 50,000,000 shares , $0.00001 par value
   
   Issued and outstanding: 24,000,000 shares
   
   (December 31, 2004: 24,000,000 shares)
250
240
     
Additional Paid-In Capital
405,151
155,161
     
Share subscriptions received
1,020,250
-
     
Deficit Accumulated during the Development Stage
(507,478)
(59,493)
     
Total Stockholders’ Equity
918,173
95,908
     
Total Liabilities and Stockholders’ Equity
954,005
105,595

See accompanying Notes to the Financial Statements


 
 
COLOMBIA GOLDFIELDS LTD.
(FORMERLY SECURE AUTOMATED FILING ENTERPRISES INC.)
(An Exploration Stage Company)
 
Statements of Operations
(Unaudited)

                   
Cumulative
                   
from Inception
   
Three Months
 
Three Months
 
Nine Months
 
Nine Months
 
on March 25,
   
Ended
 
Ended
 
Ended
 
Ended
 
2003 to
Sept. 30,
 
Sept. 30,
 
Sept. 30,
 
Sept. 30,
 
Sept. 30,
   
2005
 
2004
 
2005
 
2004
 
2005
   
$
 
$
 
$
 
$
 
$
                     
Revenue
 
-
 
1,527
 
763
 
3,841
 
9,827
                     
General and Administrative Expenses
           
                     
Audit
   
484
   
520
   
2,606
   
520
   
10,326
Bank charges
   
706
   
24
   
1,172
   
130
   
1,464
Consulting fees
   
25,525
   
4,800
   
87,750
   
14,400
   
140,150
Corporate communications
   
785
   
-
   
1,285
   
-
   
1,285
Depreciation
   
134
   
-
   
201
   
-
   
201 67
Foreign exchange (gain) loss
   
-
   
-
   
-
   
-
   
(459)
Legal and filing fees
   
26,694
   
625
   
43,172
   
3,846
   
49,058
Office expenses
   
19,275
   
60
   
23,025
   
203 1
   
23,45
Travel
   
15,301
   
-
   
39,216
   
-
   
39,216
Mineral property acquisition costs
   
250,000
   
-
   
250,000
   
-
   
250,000
Web site and software development
   
321
   
-
   
321
   
-
   
2,613
                               
     
339,225
   
6,029
   
448,748
   
19,099
   
517,305
                               
Net Loss for the Period
   
(339,225)
 
 
(4,502)
 
 
(447,985)
 
 
(15,258)
 
 
(507,478)
                               
Basic and Diluted Loss per Share
   
(0.01)
 
 
(0.00)
 
 
(0.02)
 
 
(0.02)
 
   
                               
Weighted Average Number of Shares Outstanding - Basic and Diluted
   
24,097,826
   
8,000,000
   
24,032,967
   
8,000,000
     

 
See accompanying Notes to the Financial Statements
 
 
 
COLOMBIA GOLDFIELDS LTD.
(FORMERLY SECURE AUTOMATED FILING ENTERPRISES INC.)
(An Exploration Stage Company)
 
Statement of Stockholders’ Equity
(Unaudited)
 
From Inception of the Development Stage (March 25, 2003) to September 30, 2005:
 
   
 
 
 
 
 
Common
Shares
 
 
 
 
 
 
Stock
Amount
 
 
 
 
 
Additional
Paid-in
Capital
 
 
 
Share
Subscriptions
Received
 
 
Deficit
Accumulated During
the
Development
 Stage
 
 
 
 
Total
Stockholders’ Equity
(Deficiency)
           
$ 
 
 
$
   
$ 
 
 
$
 
 
$
                                     
Issue of common stock for cash
at $0.000125 per share on
March 25, 2003
   
8
   
-
   
1
   
-
   
-
   
1
 
Issue of common stock for cash
at $0.000125 per share on
May 5, 2003
   
16,000,000
   
160
   
1,840
   
-
   
-
   
2,000
 
Repurchase of common stock for cash at $0.000125 per share on October 31, 2003
   
(8,000,008)
 
 
(80)
 
 
(920)
 
 
-
   
-
   
(1,000)
 
Donated Capital
   
-
   
-
   
35,200
   
-
   
-
   
35,200
 
Net loss for the period
   
-
   
-
   
-
   
-
   
(36,399)
 
 
(36,399)
 
Balance, December 31, 2003
   
8,000,000
   
80
   
36,121
   
-
   
(36,399)
 
 
(198)
 
Issue of common stock for
cash at $0.00625 per share
on December 20, 2004
   
16,000,000
   
160
   
99,840
   
-
   
-
   
100,000
 
Donated Capital
   
-
   
-
   
19,200
   
-
   
-
   
19,200
 
Net loss for the year
   
-
   
-
   
-
   
-
   
(23,094)
 
 
(23,094)
 
Balance, December 31, 2004
   
24,000,000
   
240
   
155,161
   
-
   
(59,493)
 
 
95,908
 
Issue of common stock for
Mineral property at $0.25 per share on September 22, 2005
   
1,000,000
   
10
   
249,990
   
-
   
-
   
250,000
 
Share Subscriptions Received
   
-
   
-
   
-
   
1,020,250
   
-
   
1,020,250
 
Net loss for the period
   
-
   
-
   
-
   
-
   
(447,985)
 
 
(447,985)
 
Balance, September 30, 2005
   
25,000,000
   
250
   
405,151
   
1,020,250
   
(507,478)
 
 
918,173

 
See Accompanying Notes to the Financial Statements
 
 
 
COLOMBIA GOLDFIELDS LTD.
(FORMERLY SECURE AUTOMATED FILING ENTERPRISES INC.)
(An Exploration Stage Company)
 
Statements of Cash Flows
(Unaudited)

 
               
Cumulative 
 
               
from Inception
 
   
Nine Months 
   
Nine Months
   
on March 25,
 
   
Ended
   
Ended
   
2003 to
 
   
September 30, 
   
September 30,
   
September 30,
     
2005
   
2004
   
2005
         
$
$
 
$
Operating Activities
                 
Net loss for the period
   
(447,985)
 
 
(15,258)
 
 
(507,478)
Items not requiring cash outlay:
                 
   Mineral property acquisition costs
   
250,000
   
-
   
250,000
   Consulting fees
   
-
   
14,400
   
52,400
   Depreciation
   
201
   
-
   
201
   Website design and software development
   
-
   
-
   
2,000
                   
Cash provided by (used in) changes
                 
   In operating assets and liabilities
                 
    - Prepaid expense
   
(500,000)
 
 
-
   
(500,000)
    - Accounts receivable
   
910
   
(181)
 
 
-
    - Accounts payable and accrued liabilities
   
31,317
   
(2,900)
 
 
35,004
    - Due to related parties
   
(5,172)
 
 
5,251
   
828
                   
Net cash provided by (used in) operating activities
   
(670,729)
 
 
1,312
   
(667,045)
                   
Investing Activities
                 
Website development costs
   
(21,000)
 
 
-
   
(21,000)
Purchase of office equipment
   
(1,780)
 
 
-
   
(1,780)
                   
Net cash (used in) investing activities
   
(22,780)
 
 
-
   
(22,780)
                   
Financing Activities
                 
Share subscriptions received
   
1,020,250
   
-
   
1,020,250
Common shares issued for cash
   
-
   
-
   
101,001
                   
Net cash provided by financing activities
   
1,020,250
   
-
   
1,121,251
                   
Net increase in cash during the period
   
326,741
   
1,312
   
431,426
                   
Cash Position, Beginning of Period
   
104,685
   
3,491
   
-
                   
Cash Position, End of Period
   
431,426
   
4,803
   
431,426
 
 
See Accompanying Notes to the Financial Statements



COLOMBIA GOLDFIELDS LTD.
(FORMERLY SECURE AUTOMATED FILING ENTERPRISES INC.)
(An Exploration Stage Company)
 
Notes to the Financial Statements
(Unaudited)

September 30, 2005

NOTE 1 - BASIS OF PRESENTATION
 
The accompanying unaudited interim financial statements of COLOMBIA GOLDFIELDS LTD. (formerly Secure Automated Filing Enterprises, Inc.) have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB as prescribed by the United States of America Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with United States of America generally accepted accounting principles have been condensed or omitted pursuant to such instructions. These unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto as at December 31, 2004.
 
In the opinion of the Company's management, all adjustments considered necessary for a fair presentation of these unaudited financial statements have been included and all such adjustments are of a normal recurring nature. Operating results for the nine month period ended September 30, 2005 are not necessarily indicative of the results that can be expected for the year ended December 31, 2005.
 
The Company changed its name from Secure Automated Filing Enterprises, Inc to Colombia Goldfields Ltd. on May 13, 2005. During the quarter ended June 30, 2005 the Company changed its operational focus from providing edgarization services to exploration for and development of mineral properties. The Company is currently in the exploration stage. 
 
NOTE 2 - GOING CONCERN
 
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. This contemplates that assets will be realized and liabilities and commitments satisfied in the normal course of business.
 
As shown in the accompanying consolidated financial statements the Company has incurred a net loss of $507,478 for the period from March 25, 2003 (inception) to September 30, 2005 and has no source of revenue. The future of the Company is dependent upon its ability to obtain financing and upon future acquisition, exploration and development of profitable operations from its mineral properties. Management has plans to seek additional capital through a private placement and public offering of its common stock. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Although there are no assurances that management’s plans will be realized, management believes that the Company will be able to continue operations in the future. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
 
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Website Costs

The Company recognizes the costs incurred in the development of the Company’s website in accordance with EITF 00-2 “Accounting for Website Development Costs” and, with the provisions of AICPA Statement of Position No. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. Accordingly, direct costs incurred during the application stage of development are capitalized and amortized over the estimated useful life of three years. Fees incurred for website hosting are expensed over the period of the benefit. Costs of operating a website are expensed as incurred.



 
COLOMBIA GOLDFIELDS LTD.
(FORMERLY SECURE AUTOMATED FILING ENTERPRISES INC.)
(An Exploration Stage Company)
 
Notes to the Financial Statements
(Unaudited)

September 30, 2005

Mineral Claim Payments and Exploration Expenditures
 
The Company expenses all costs related to the acquisition, maintenance and exploration costs relating to unproven mineral properties, to which it has secured exploration rights. When proven and probable reserves are determined for a property and a feasibility study prepared with respect to the property, then subsequent exploration and development costs of the property will be capitalized. To date, the Company has not established the commercial feasibility of its exploration prospects. Therefore, all costs have been expensed.
 
Environmental Costs
 
Environmental expenditures that relate to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts.
 
Office Equipment
 
Office equipment is carried at cost and is amortized over its estimated useful life at a rate of 30% straight line per year.
 
Office equipment is written down to its net realizable value if it is determined that its carrying value exceeds estimated future benefits to the Company.
 
NOTE 4 - RELATED PARTY TRANSACTIONS
 
During the 9 months ended September 30, 2005 consulting fees include $15,000 ($9,600 for 2004) for services provided by a director and officer, and office expenses include $8,025 ($nil for 2004) for services provided by a company with a director in common with the Company.
 
NOTE 5 - MINERAL PROPERTIES
 
The Company has entered into a definitive agreement with Investcol Limited, whereby the company has acquired an option to purchase a 100% interest in certain mining and mineral rights on three gold properties known as the Caramanta concessions in the Marmato Mountain mining district, Colombia.
 
Under the terms of the agreement, the Company can earn a 100% interest by spending US$2.99 million in exploration and development on the 12km(2) project over a three-year period and issuing 1,000,000 restricted shares of common stock (issued) valued at $0.25 per share as the estimated market price. The company has pre-paid the first year exploration program by advancing US$500,000. The initial work program consisting of detailed mapping, geochemical rock sampling and trenching has commenced. The Company has also agreed to pay office administration costs of $7,500 per month for its Colombia office.
 
NOTE 6 - WEB-SITE DEVELOPMENT COSTS
 
Web-site development costs, totalling $21,000, represent capitalized costs of design, configuration, coding, installation and testing of the Company’s web-site up to initial installation. The Company has not recorded an amortization of the website development costs during the period ended September 30, 2005 as the initial installation of the website was completed subsequent to September 30, 2005. Ongoing web-site post-implementation costs will be charged to operations as incurred.
 
 

COLOMBIA GOLDFIELDS LTD.
(FORMERLY SECURE AUTOMATED FILING ENTERPRISES INC.)
(An Exploration Stage Company)
 
Notes to the Financial Statements
(Unaudited)

September 30, 2005

 
NOTE 7 - SUBSEQUENT EVENTS
 
Subsequent to September 30, 2005 the Company completed a private offering of 4,221,000 Units for total proceeds of 1,055,250. Each Unit consists of one share of common stock, and one warrant to purchase one share of common stock, exercisable for twelve months from the closing of the offering. The exercise price of the warrant is $0.50. The Company also issued a further 368,100 shares as finders’ fees relating to this private offering. At September 30, 2005 the Company had received proceeds of $1,020,250 pursuant to this private offering.
 
Further, subsequent to September 30, 2005 the Company advanced a refundable deposit of $200,000 to a Belize Company with which it is in negotiations to acquire up to a 100% interest in a Colombia corporation that owns mining licenses on the Zona Alta property located on Marmato Mountain, Department of Caldas, Colombia.
 
NOTE 8 - RECLASSIFICATIONS
 
Certain reclassifications have been made to the 2004 financial statements to conform to the 2005 presentation. 
 

Item 2.     Management’s Discussion and Analysis

Forward-Looking Statements

Historical results and trends should not be taken as indicative of future operations. Management’s statements contained in this report that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934 (the “Exchange Act”), as amended. Actual results may differ materially from those included in the forward-looking statements. The Company intends such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “believe,”“expect,”“intend,”“anticipate,”“estimate,”“project,”“prospects,” or similar expressions. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on the operations and future prospects of the Company on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Further information concerning the Company and its business, including additional factors that could materially affect the Company’s financial results, is included herein and in the Company’s other filings with the SEC.

Overview

We were incorporated in the state of Nevada on March 25, 2003 under the name Secure Automated Filing Enterprises Inc. Since our incorporation, our business was focused on servicing corporations that are required by the federal securities laws to publicly file various reports with the Securities and Exchange Commission (‘SEC”).

On March 3, 2005, Mr. Hunter acquired 34% of our issued and outstanding shares and was appointed as our Chief Executive Officer, Chief Financial Officer, and director. Also at this time, our former management resigned.

During the first quarter, we received notice from all of our customers that they were terminating our contracts with them. Due to the termination of all of our service contracts, our failure to generate any additional business and the resignations of prior management, our current management began to evaluate the viability of our business plan and sought to reorganize our operations.

Concessions 6602, 1343, and 6329

On June 27, 2005, we signed a letter of intent with Investcol Ltd. (“Investcol”), a Belize corporation, to acquire an option to engage in mining exploration on Concessions 6602, 1343, and 6329 located in the Caramanta Municipality, Antioquia Department, Colombia conditioned upon the parties due diligence and the execution of a definitive agreement.

On September 22, 2005, these conditions were satisfied and we entered into an Assignment Agreement with Investcol. Pursuant to the terms of the Assignment Agreement, Investcol assigned, transferred, and conveyed to us all of its rights under a Contract for Purchase Option of Mining Concessions.
 
 

(“Original Option Contract”) entered into with CIA Servicios Y Logisticos Ltda., a corporation organized and existing under the laws of Colombia. We now hold an option to purchase certain mining and mineral rights on property known as Concession 6602, 1343, and 6329 located in Caramanta Municipality, Antioquia Department, Medellin, Colombia (the “Property”) for $10,000, on condition that $2,990,000 is invested in exploratory work on the Property over a three year period. In consideration for this assignment, we issued to Investcol one million (1,000,000) restricted shares of our common stock. We also agreed to pay Investcol fees for the management, exploration, and development of the Property over the three year period to satisfy our exploratory work obligations under the Original Option Contract as follows:

 
(a)
Five hundred thousand dollars ($500,000), which has been paid in full;

 
(b)
seven hundred fifty thousand dollars ($750,000) during the 12 month period of the Assignment Agreement commencing June 25, 2006, and, on the earlier of June 26, 2006 or commencement of the second exploration phase, one million restricted shares of our common stock; and

 
(c)
one million seven hundred and forty thousand dollars ($1,740,000) during the 12 month period of the Assignment Agreement, commencing June 25, 2007.

In addition, we agreed to pay Investcol $7,500 per month as an office fee through July 31, 2006.

Letter of Intent to purchase an interest in RNC (Colombia) Limited

On October 21, 2005, we entered into a Letter of Intent (“LOI”) to purchase an interest in RNC (Colombia) Limited (“RNC”), a wholly-owned subsidiary of Investcol Limited (“Investcol”) and a corporation incorporated under the laws of Belize. RNC’s wholly-owned subsidiary, Compania Minera de Caldas, a corporation incorporated under the laws of Colombia, holds valid mining licenses in propertied located in Colombia and referred to as the Zona Alta portion of the Marmato project.

The non-binding LOI outlines a proposed transaction where we will have the ability to in a series of four transactions acquire all of the issued and outstanding stock of RNC. Under the terms of the proposed transaction, we would not be obligated to acquire all of the issued and outstanding stock of RNC and are able to acquire a lesser percentage of the issued and outstanding stock of RNC without incurring any penalty. The LOI proposes the following terms:

(a)  
We will have the right to subscribe for an undetermined number of shares which shall be equal to twenty-five (25%) percent of the issued and outstanding common stock of RNC following this issuance, in exchange for us investing $1,000,000 in RNC and issuing 1,000,000 restricted shares of our common stock to Investcol.  The $1,000,000 investment is proposed to be made in one US $500,000 payment on or before November 15, 2005 and a second payment of US $500,000 on or before December 15, 2005;
 
(b)  
We will have the right to subscribe for an undetermined number of shares, which shall enable us to own fifty (50%) percent of the total issued and outstanding common stock of RNC in exchange for us issuing 2,000,000 restricted shares of our common stock to Investcol and investing $4,000,000 in RNC.  The $4,000,000 investment is proposed to be made in one US $1,000,000 payment on or before February 15, 2006 and a second payment of US $3,000,000 on or before March 30, 2006;
 
(c)  
We will have the right to subscribe for an undetermined number of shares which shall enable us to own seventy-five (75%) percent of the total issued and outstanding common stock of RNC,

 
 
 
 
in exchange for us issuing 4,000,000 restricted shares of our common stock to Investcol and investing US $15,000,000 in RNC. This investment is proposed to be made on or before September 30, 2006; and
 
(d)  
We shall have the right to acquire from Investcol the remaining issued and outstanding shares of RNC common stock not held by us in exchange for payment to Investcol of twenty-five (25%) percent of the value of mining interests held by RNC in the Zona Alta portion of the Marmato project as determined by a feasibility study. Payment is proposed to be made in either cash, restricted shares or a combination at our option.

As evidence of our good faith to enter into a definitive agreement, we advanced to Investcol $200,000 as a fully refundable deposit. This proposed transaction is contingent upon the parties due diligence and the execution of a definitive agreement. The parties have agreed to use their reasonable efforts to execute a definitive agreement on or before December 15, 2005.

Appointment of Officer and Director

On October 18, 2005, the board of directors appointed Mr. Jerry Goldberg to act as our Chief Financial Officer. On November 2, 2005, our board of directors appointed Harry Hopmeyer to serve as a member of our board of directors and to act as Chairman of the Board.

Results of Operations for the period ending September 30, 2005
 
We did not generate any revenue during the three months ended September 30, 2005, compared to revenue of $1,527 for the same three month period in the prior year. We generated $763 in revenue for the nine months ended September 30, 2005, compared to $3,841 for the nine months ended September 30, 2004. All revenue reported since our inception was generated from providing EDGAR filing services under our prior business plan.

During the first quarter of 2005, we received notice from all of our customers that they were terminating our contracts with them in the first quarter. As a result, we ceased providing EDGAR filing services and reorganized our operations. We began to pursue opportunities in the mining exploration business in the second quarter. During the reporting period, we acquired an option to purchase certain mining and mineral rights on property known as Concession 6602, 1343, and 6329 located in Caramanta Municipality, Antioquia Department, Medellin, Colombia. We do not anticipate generating revenues from any mining and mineral rights we hold unless commercially exploitable mineral deposits are found to exist on these properties and they are placed into commercial production. There is no assurance that commercially exploitable mineral deposits will exist on any properties that we possess mining and mineral rights.

We incurred expenses during the three months ended September 30, 2005 in the amount of $339,225, as compared to $6,029 for the same three months in the prior year. Our expenses during the three months ended September 30, 2005 was primarily attributed to property acquisition costs of $250,000 based upon the issuance of 1,000,000 shares of our common stock. During the three months ended September 30 2005, we also incurred $26,694 for legal fees, $25,525 for consulting fees and $15,301 in travel expenditures.

We incurred operating costs and expenses for the nine months ended September 30, 2005 in the amount of $448,478, as compared to $19,099 for the same nine months in the prior year. The increase in our operating expenses for the three and nine months ended September 30, 2005 when compared to the same reporting period in the prior year is entirely attributable to expenditures relating to mineral property acquisitions under our new business plan.
 
 

Liquidity and Capital Resources

As of September 30, 2005, we had current assets of $931,426 and current liabilities of $35,832. As a result, we had working capital of $895,594.

Our obligations were funded through equity financings. Based upon the current financial condition of the company, our management anticipates that the current cash on hand is insufficient for us to operate our business through the end of the fiscal year. Subsequent to the reporting period, we commenced a private equity offering in an attempt to secure additional funding to meet our existing obligations and execute our business plan. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired and we may lose our option to purchase certain mining and mineral rights. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

Going Concern  

To date, we have generated only nominal amounts of revenue and have not yet established profitable operations. As of September 30, 2005, we had nominal cash resources and require financing to continue the development of our business. There can be no assurance that we will be successful in raising the funds necessary to maintain operations, or that a self-supporting level of operations will ever be achieved. For these reasons, there is substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment to reflect the possible future effect on the recoverability and classification of the assets or the amounts and classification of liabilities that may result should we cease to continue as a going concern.

Revenue Recognition

We recognized revenue when we obtained a contract or written request from the customer; rendered services and filed the disclosure statements with the U.S. Securities and Exchange Commission and when we were reasonably assured that the service fee would be collectible.


We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2005. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Mr. Daniel Hunter. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2005, our disclosure controls and procedures are effective. There have been no significant changes in our internal controls over financial reporting during the quarter ended September 30, 2005 that have materially affected or are reasonably likely to materially affect such controls.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
 
 

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
 
 
PART II - OTHER INFORMATION


We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.


During the reporting period, we issued 1,000,000 shares of our common stock to Investcol as part of the consideration paid for assigning us certain mining and mineral rights. These shares were issued pursuant to Section 4(2) of the Securities Act. We did not engage in any general solicitation or advertising. The stock certificate was issued with the appropriate legends affixed to the restricted stock.

Subsequent to September 30, 2005 we completed a private offering of 4,221,000 at $0.25 per Unit to a total of twenty-three (23) investors for total proceeds of $1,055,250. Each Unit consists of one share of common stock, par value $0.00001, and one warrant to purchase one share of common stock, exercisable for twelve months from the closing of the offering. The exercise price of the warrant is $0.50. We also issued a further 368,100 shares as finders’ fees relating to this private offering. As of September 30, 2005 we had received proceeds of $1,020,250 pursuant to this private offering. 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 these 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.


None


No matters have been submitted to our security holders for a vote, through the solicitation of proxies or otherwise, during the quarterly period ended September 30, 2005.


None.





1  
Previously filed as an exhibit to Current Report on Form 8-K filed with the Securities and Exchange Commission on October 24, 2005
2  
Previously filed as an exhibit to Current Report on Form 8-K filed with the Securities and Exchange Commission on September 28, 2005

 


SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
Colombia Goldfields Ltd.
   
Date:
November 14, 2005
   
 
 
 
By:    /s/ Daniel Hunter
            Daniel Hunter
Title:    Chief Executive Officer and Director