New Colombia Resources, Inc. (OTCMKTS:NEWC) Files An 8-K Results of Operations and Financial Condition
Item 2.02 Results of Operations and Financial Conditions
  As the Company continues to complete their Audited Year End 2015
  and 2016 annual report, we would like to disclose to our
  shareholders our preliminary unaudited financial information for
  2015 to be included in those filings. We are also attaching the
  preliminary financials for the period ending September 30, 2016.
TABLE OF CONTENTS
| Page | |
| 
        Consolidated Balance Sheet as of December 31, 2015 | 
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| 
        Consolidated Statements of Operations for the Years | 
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| 
        Consolidated Statements of Stockholders Equity | 
 | 
| 
        Consolidated Statements of Cash Flows for the Years | 
 | 
| Notes to Consolidated Financial Statements | 
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| 
        Quarterly Financial Statements (unaudited) and | 
 | 
NEW COLOMBIA RESOURCES, INC.
Consolidated Balance Sheets
(Unaudited)
| As of | As of | |||
| December 31, | December 31, | |||
| 2015 | 
 | |||
| ASSETS | (unaudited) | |||
| Current Assets | ||||
| Cash and cash equivalents | $ | 3,209 | $ | 1,627 | 
| Prepaid expenses and other current assets | – | 16,067 | ||
| Total Current Assets | 3,209 | 17,694 | ||
| Non-Current Assets | ||||
| 
          Equipment, net of accumulated depreciation of $6,499 and | 370,680 | 329,209 | ||
| Investment in properties | – | 56,344 | ||
| Mining rights | 100,000 | 100,000 | ||
| Equity method investment | 9,967 | 23,120 | ||
| TOTAL ASSETS | $ | 483,856 | $ | 526,367 | 
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||
| Current Liabilities | ||||
| Accounts payable and accrued liabilities | $ | 389,723 | $ | 349,401 | 
| Accounts payable and accrued interest related parties | 86,375 | 53,713 | ||
| Other liability | 660,000 | 660,000 | ||
| Short-term convertible debt | 352,233 | 281,000 | ||
| Derivative liability | 554,910 | – | ||
| Total Current Liabilities | 2,043,241 | 1,344,114 | ||
| Total Liabilities | 2,043,241 | 1,344,114 | ||
| Stockholders’ Deficit: | ||||
| 
          Preferred stock, $0.001 par value (shares 
          10,000,000 shares undesignated) Series A Convertible: | 10,000 | 10,000 | ||
| 
          Preferred stock, $0.001 par value (shares 
          -0- shares undesignated) Series B Convertible: 10,000,000 | 2,728 | 2,500 | ||
| 
          Common stock, $0.001 par value (shares 
          286,256,757 shares issued and outstanding at December 31, | 286,258 | 125,008 | ||
| Additional paid-in capital | 28,185,868 | 26,926,947 | ||
| Deficit accumulated | (30,014,702) | (27,861,165) | ||
| 
          Total Stockholders Deficit of New Columbia | (1,529,848) | (796,710) | ||
| Non-controlling interest | (29,537) | (21,037) | ||
| Total Stockholders Equity Deficit | (1,559,385) | (817,747) | ||
| 
          TOTAL LIABILITIES AND STOCKHOLDERS’ | $ | 483,856 | $ | 526,367 | 
See accompanying notes to the consolidated financial statements
NEW COLOMBIA RESOURCES, INC.
Consolidated Statements of Operations
| December 31, | December 31, | |||||
| 
 | 
 | |||||
| (unaudited) | ||||||
| Operating Expenses | ||||||
| Geology and engineering | $ | 17,130 | $ | 38,916 | ||
| Royalty expense | 72,200 | 105,000 | ||||
| Depreciation expense | 2,676 | 2,677 | ||||
| General and administrative | 1,261,571 | 1,724,544 | ||||
| Total Operating Expenses | 1,353,577 | 1,871,137 | ||||
| Loss from Operations | (1,353,578) | (1,871,137) | ||||
| (Gain) loss on settlement of debt | 56,010 | (48,662) | ||||
| Interest expense | 406,653 | 84,798 | ||||
| Loss on derivatives | 255,933 | 61,950 | ||||
| Other expense | – | (71,250) | ||||
| Impairment of investment | 37,944 | – | ||||
| Loss from equity investment | 51,920 | 1,880 | ||||
| Net loss | $ | (2,162,037) | $ | (1,899,853) | ||
| Net income attributable to non-controlling interest | 8,500 | 21,037 | ||||
| 
          Net loss attributable to New Columbia Resources, | $ | (2,153,537) | $ | (1,878,816) | ||
| Basic and diluted loss per share | $ | (0.01) | $ | (0.02) | ||
| 
          Weighted average number of shares | ||||||
| basic and diluted | 183,323,031 | 98,029,823 | ||||
See accompanying notes to the consolidated financial statements
NEW COLOMBIA RESOURCES, INC.
    CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS
    DEFICIT
  
| Common Stock | Preferred Series A | Preferred Series B | Accumulated | Non-controlling | ||||||
| Shares | Amount | Shares | Amount | Shares | Amount | APIC | Deficit | Interest | Total | |
| Balance at December 31, 2013 | 82,400,142 | $82,400 | 10,000,000 | $10,000 | 1,500,000 | $1,500 | $24,970,866 | $(25,982,349) | $ – | $(917,583) | 
| Stock issued for cash | 38,400,001 | 38,400 | – | – | – | – | 252,100 | – | – | 290,500 | 
| Stock issued for conversion of debt | – | – | – | – | 1,000,492 | 1,000 | 195,633 | – | – | 196,633 | 
| Stock-based compensation | 4,208,334 | 4,208 | – | – | – | – | 1,458,348 | – | – | 1,462,556 | 
| Contribution of capital | – | – | – | – | – | – | 50,000 | – | – | 50,000 | 
| Non-controlling interest | – | – | – | – | – | – | – | – | (21,037) | (21,037) | 
| Net loss for the period | – | – | – | – | – | – | – | (1,878,816) | – | (1,878,816) | 
| Balance at December 31, 2014 | 125,008,477 | 125,008 | 10,000,000 | 10,000 | 2,500,492 | 2,500 | 26,926,947 | (27,861,165) | (21,037) | (817,747) | 
| Stock issued for cash | 79,706,667 | 79,707 | – | – | – | – | 151,823 | – | – | 231,530 | 
| Stock issued for conversion of debt | 30,222,318 | 30,223 | – | – | – | – | 29,483 | – | – | 59,706 | 
| Conversion of preferred stock | 39,896,667 | 39,897 | – | – | (2,573,000) | (2,573) | (37,324) | – | – | – | 
| Additional preferred stock issued on settlement of debt | – | – | – | – | 2,800,498 | 2,800 | 53,211 | – | – | 56,011 | 
| Stock-based compensation | 11,422,628 | 11,423 | – | – | – | – | 979,570 | – | – | 990,993 | 
| Settlement of derivative liabilities | – | – | – | – | – | – | 62,997 | – | – | 62,997 | 
| Contribution of capital | – | – | – | – | – | – | 19,162 | – | – | 19,162 | 
| Non-controlling interest | – | – | – | – | – | – | – | – | (8,500) | (8,500) | 
| Net loss for the period | – | – | – | – | – | – | – | (2,153,537) | – | (2,100,573) | 
| Balance at December 31, 2015 (unaudited) | 286,256,757 | $286,258 | 10,000,000 | $10,000 | 2,727,990 | $2,727 | $28,185,793 | $(29,961,738) | $(29,537) | $(1,559,385) | 
See accompanying notes to the consolidated financial statements
NEW COLOMBIA RESOURCES, INC.
Consolidated Statements of Cash Flows
| December 31, | December 31, | |||
| 
 | 
 | |||
| Cash Flows from Operating Activities | (unaudited) | |||
| Net loss attributable to NEWC | $ | (2,153,537) | $ | (1,878,816) | 
| Non-controlling interest | (8,500) | (21,037) | ||
| Net loss for the period | (2,162,037) | (1,899,853) | ||
| Adjustments to reconcile net loss to net cash | ||||
| used in operating activities: | ||||
| Stock issued for compensation | 990,993 | 863,468 | ||
| Option expenses | – | 599,088 | ||
| Depreciation expense | 2,676 | 2,677 | ||
| Loss from equity investment | 51,920 | 1,880 | ||
| Loss on settlement of debt | 56,011 | – | ||
| Gain) on settlement of make whole liability and/or debt | – | (48,662) | ||
| (Gain) loss on derivative liability | 255,933 | (71,250) | ||
| Amortization of discount on convertible debenture | 351,492 | 71,250 | ||
| Royalty expense | – | 105,000 | ||
| Penalty upon loan default | 16,070 | 61,950 | ||
| Impairment expense | 37,944 | – | ||
| Changes in operating assets and liabilities: | ||||
| Prepaid expenses | – | (15,705) | ||
| Other receivables | – | 3,500 | ||
| Accounts payable and accrued expenses | 92,334 | 10,493 | ||
| Accrued expenses and interestrelated party | – | (37,496) | ||
| Net cash used in operating activities | (306,664) | (353,660) | ||
| Cash Flows from Investing Activities | ||||
| Cash paid for investment in properties | (5,000) | (37,968) | ||
| Cash investment in subsidiary-Sannabis SAS | (38,766) | (25,000) | ||
| Purchase of fixed assets | (4,680) | (50,532) | ||
| Net cash used in investing activities | (48,446) | (113,500) | ||
| Cash Flows from Financing Activities | ||||
| Payments on convertible debentures | (24,000) | (199,616) | ||
| Proceeds received on notes payable | 130,000 | 327,903 | ||
| Issuance of shares for cash | 231,530 | 290,500 | ||
| Contribution | 19,162 | 50,000 | ||
| 
          Net cash provided by financing | 356,692 | 223,750 | ||
| 
          Increase (Decrease) in Cash and Cash | 1,582 | 1,627 | ||
| 
          Cash and Cash Equivalents–Beginning of | 1,627 | – | ||
| Cash and Cash Equivalents–End of Period | $ | 3,209 | $ | 1,627 | 
| 
          Supplemental Disclosures of Cash Flow | ||||
| Cash paid for interest | $ | – | $ | – | 
| Cash paid for income taxes | $ | – | $ | – | 
| 
          Non-Cash Investing and Financing | ||||
| Reclass to fixed asset from investment | $ | (23,400) | $ | – | 
| Reclass from make whole liability to other liability | $ | – | $ | 555,000 | 
| Loan proceeds paid directly to service providers | $ | – | $ | 96,097 | 
| Common stock issued for conversion of preferred stock | $ | 39,897 | $ | – | 
| 
          Preferred stock issued for accrued expenses related | $ | – | $ | 143,932 | 
| Preferred stock issued for accounts payable and accruals | $ | – | $ | 52,700 | 
| Reclass to equipment from prepaid expenses | $ | 16,067 | $ | – | 
| Debt discount from derivative liabilities | $ | 361,974 | $ | 71,250 | 
| Debt conversion to common stock | $ | 55,355 | $ | – | 
| Payable for equipment | $ | – | $ | 270,000 | 
| Settlement of derivative liabilities through conversion | $ | 62,997 | $ | – | 
    See the accompanying notes to the consolidated financial
    statements
  
NEW COLOMBIA RESOURCES, INC.
    Notes to the Consolidated Financial Statements
    (unaudited)
  
NOTE 1ORGANIZATION AND HISTORY
    New Colombia Resources Inc. (New Colombia or the Company) is
    focused on the acquisition and development of high quality
    metallurgical coal properties in Colombia, considered one of
    the most attractive emerging markets. According to World Bank
    Estimates there is an estimated US$378 billion in gross
    domestic product in 2013, it became the third largest economy
    in Latin America and is growing 4% to 6% per year. Colombia has
    the largest coal reserves in Latin America and is the fourth
    largest coal producer in the world. Total coal production
    decreased by 4% in 2013 to 85.5 million tonnes. Coal producers
    aim to increase coal output in 2014. Colombia privatized its
    coal sector in 2004 and is committed to investing in
    infrastructure to support increased mining.
  
    Effective March 3, 2014, the Company was granted a 51% interest
    in the Colombian mining company Compaa Minera San Jose Ltda.
    (Cia Minera San Jose Ltda.) for no consideration, but, for the
    proportionate share assumption of future and subsequent
    liability for the expenses and obligations of Cia Minera San
    Jose Ltda. The Company is required to present the consolidated
    net income and the portion of the consolidated net income
    allocable to the non-controlling interests and to the
    stockholders of the Company separately in its consolidated
    statements of operations. Losses applicable to the
    non-controlling interests are allocated to the non-controlling
    interests even when those losses are in excess of the
    non-controlling interests investment basis. The Company is also
    required to report its non-controlling interests as a separate
    component of equity.
  
    Effective December 1, 2014, the Company acquired 50% of
    ownership interest in Sannabis SAS, a Colombian entity, for a
    consideration of $25,000. The Company agreed to a total
    contribution of $125,000 for the 50% ownership. As of December
    31, 2014, the Company had only contributed $25,000. The Company
    agreed to the acceptance of the ownership, receiving 50%,
    ownership of Sannabis SAS. New Colombia will account for its
    investment in Sannabis SAS as an equity method investment. As
    of December 31, 2015, the Companys investment is $9,967.
  
    The Company has reviewed the relationship between the Company
    and Sannabis SAS, and has determined that the Company has
    various interests in Sannabis SAS and Sannbis SAS is variable
    interest entities (VIE) as defined in ASC 810
    Consolidation. In fact, the Company is not primary
    beneficiary as defined in ASC 810 Consolidation;
    hence, the Company has not included the accounts of Sannabis
    SAS in the consolidated financial statements as of and for the
    year ended December 31, 2015.
  
    NOTE 2SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES
  
Basis of Presentation
    The Company prepares its financial statements in accordance
    with accounting principles generally accepted in the United
    States of America. The Companys fiscal years 2015 and 2014
    ended on December 31, 2015 and December 31, 2014.
  
Consolidation
    The accompanying consolidated financial statements represent
    the consolidated operations of New Colombia Resources, Inc. and
    its wholly-owned subsidiary, Compaa Minera San Jose, Ltda.
    Intercompany balances and transactions have been eliminated in
    consolidation.
  
Development Stage
    The Company has limited operations and is considered to be in
    the development stage. During the year ended December 31, 2015,
    the Company has elected to early adopt Accounting Standards
    Update No. 2014-10, Development Stage Entities (Topic 915):
    Elimination of Certain Financial Reporting Requirements. The
    adoption of this ASU allows the company to remove the inception
    to date information and all references to development stage.
  
Use of Estimates
    The preparation of financial statements in conformity with
    accounting principles generally accepted in the United States
    (GAAP) requires management to make estimates and assumptions
    that affect (i) the reported amounts of assets and liabilities,
    (ii) the disclosure of contingent assets and liabilities known
    to exist as of the date the consolidated financial statements
    are published, and (iii) the reported amount of net sales and
    expenses recognized during the periods presented. Adjustments
    made with respect to the use of estimates often relate to
    improved information not previously available. Uncertainties
    with respect to such estimates and assumptions are inherent in
    the preparation of consolidated financial statements;
    accordingly, actual results could differ from these estimates.
  
Cash and Cash Equivalents
    The Company considers all highly liquid investments with an
    original maturity of one year or less to be cash equivalents.
    Cash equivalents include cash on hand and cash in the bank.
  
    Property, Plant, Equipment, Depreciation, Amortization
    and Long-Lived Assets
  
Long-lived assets include:
    Property, plant and equipment Assets acquired in the normal
    course of business are recorded at original cost and may be
    adjusted for any additional significant improvements after
    purchase. We depreciate the cost evenly over the assets
    estimated useful lives. Upon retirement or sale, the cost of
    the assets disposed of and the related accumulated depreciation
    are removed from the accounts, with any resultant gain or loss
    being recognized as a component of other income or expense.
  
    Identifiable intangible assets These assets are recorded at
    acquisition cost. Intangible assets with finite lives are
    amortized evenly over their estimated useful lives.
  
    At least annually, we review all long-lived assets for
    impairment. When necessary, we record changes for impairments
    of long-lived assets for the amount by which the present value
    of future cash flows, or some other fair value measure, is less
    than the carrying value of these assets.
  
Impairment of Long-Lived Assets
    Management of the Company will periodically review the net
    carrying value of its properties on a property-by-property
    basis. These reviews will consider the net realizable value of
    each property to determine whether a permanent impairment in
    value has occurred and the need for any asset write-down. An
    impairment loss will be recognized when the estimated future
    cash flows (undiscounted and without interest) expected to
    result from the use of an asset are less than the carrying
    amount of the asset. Measurement of an impairment loss will be
    based on the estimated fair value of the asset if the asset is
    expected to be held and used.
  
    Although management will make its best estimate of the factors
    that affect net realizable value based on current conditions,
    it is reasonably possible that changes could occur in the
    near-term which could adversely affect management’s estimate
    of net cash flows expected to be generated from its assets, and
    necessitate asset impairment write-downs.
  
    No impairment loss recognized on fair value of its mining
    rights for the years ended December 31, 2014.
  
    Impairment loss of $32,944 has been recognized on fair value of
    its investment in mining farm for the years ended December 31,
    2015.
  
Asset Retirement Obligations
    The Company plans to recognize liabilities for statutory,
    contractual or legal obligations, including those associated
    with the reclamation of properties and any plant and equipment,
    when those obligations result from the acquisition,
    construction, development or normal operation of the assets.
    Initially, a liability for an asset retirement obligation will
    be recognized at its fair value in the period in which it is
    incurred. Upon initial recognition of the liability, the
    corresponding asset retirement cost will be added to the
    carrying amount of the related asset and the cost will be
    amortized as an expense over the economic life of the asset
    using either the unit-of-production method or the straight-line
    method, as appropriate. Following the initial recognition of
    the asset retirement obligation, the carrying amount of the
    liability will be increased for the passage of time and
    adjusted for changes to the amount or timing of the underlying
    cash flows needed to settle the obligation. As of December 31,
    2015, the Company had not begun development activities, and
    therefore, did not record a liability.
  
Foreign Currency
    The financial statements of the Companys subsidiary in
    Colombia, for which the functional currency is the local
    currency, the Colombian Peso, are translated into the reporting
    currency, U.S. dollars, using the exchange rate at the balance
    sheet date for all assets and liabilities. The capital accounts
    are translated at historical exchange rates prevailing at the
    time of the transactions, while income and expenses items are
    translated at the average exchange rate for the period. Gain or
    losses from foreign currency transactions are recognized in
    income.
  
Equity Method Investment
    The investment consists of a 50% ownership interest in Sannabis
    SAS, a Colombian company. In accordance with U.S. GAAP, we have
    adopted the equity method of accounting. Under the equity
    method of accounting, the Company records the investment at
    cost. The Companys investment in the entity is increased by
    additional contributions to the entity as well as its
    proportionate share of earnings in the entity. Conversely, the
    Companys investment is decreased by distributions made by the
    Company and by its proportionate share of losses.
  
Income Taxes
    The Company has adopted Accounting Standards Codification
    Subtopic 740-10, Income Taxes (ASC 740-10). ASC 740-10 requires
    the recognition of deferred tax liabilities and assets for the
    expected future tax consequences of events that have been
    included in the financial statements or tax returns. Under this
    method, deferred tax liabilities and assets are determined
    based on the difference between financial statements and tax
    basis of assets and liabilities, using enacted tax rates in
    effect for the year in which the differences are expected to
    reverse. Valuation allowances are established, when necessary,
    to reduce deferred tax assets to amounts that are expected to
    be realized.
  
Concentration of Credit Risk
    The Company maintains its operating cash balances in banks in
    Florida. The Federal Deposit Insurance Corporation (FDIC)
    insures accounts at each institution up to $250,000.
  
Share-Based Compensation
    The Company applies Topic 718 Share-Based Payments (Topic 718)
    to share-based compensation, which requires the measurement of
    the cost of services received in exchange for an award of an
    equity instrument based on the grant-date fair value of the
    award. Compensation cost is recognized when the event occurs.
    The Black-Scholes option-pricing model is used to estimate the
    fair value of options granted.
  
    The Company accounts for equity-based transactions with
    non-employees under the provisions of ASC Topic No. 505-50,
    Equity-Based Payments to Non-Employees (Topic No. 505-50).
    Topic No. 505-50 establishes that equity-based payment
    transactions with non-employees shall be measured at the fair
    value of the consideration received or the fair value of the
    equity instruments issued, whichever is more reliably
    measurable.
  
Basic and Diluted Net Loss Per Share
    Net loss per share was computed by dividing the net loss by the
    weighted average number of common shares outstanding during the
    period. The weighted average number of shares was calculated by
    taking the number of shares outstanding and weighting them by
    the amount of time that they were outstanding. Diluted net loss
    per share for the Company is the same as basic net loss per
    share, as the inclusion of common stock equivalents would be
    antidilutive. As of December 31, 2015, there were a total of
    425,183,524 dilutive shares from convertible Series A preferred
    stock, convertible Series B preferred stock, convertible debt
    and employee stock options.
  
Fair Value of Financial Instruments
    The Companys financial instruments consist primarily of cash,
    affiliate receivable, settlement receivable, accounts payable
    and accrued expenses and debt. The carrying amounts of such
    financial instruments approximate their respective estimated
    fair value due to the short-term maturities and approximate
    market interest rates of these instruments. The estimated fair
    value is not necessarily indicative of the amounts the Company
    would realize in a current market exchange, or from future
    earnings, or cash flows.
  
    The Company adopted ASC Topic 820, Fair Value Measurements (ASC
    Topic 820), which defines fair value, establishes a framework
    for measuring fair value, and expands disclosure about fair
    value measurements. The standard provides a consistent
    definition of fair value, which focuses on an exit price that
    would be received upon sale of an asset or paid to transfer a
    liability in an orderly transaction between market participants
    at the measurement date. The standard also prioritizes, within
    the measurement of fair value, the use of market-based
    measurements.
  
    The three-level hierarchy for fair value measurements is
    defined as follows:
  
    Level 1inputs to the valuation methodology are quoted prices
    (unadjusted) for identical assets or liabilities in active
    markets;
  
    Level 2inputs to the valuation methodology include quoted
    prices for similar assets and liabilities in active markets,
    and inputs that are observable of the asset or liability other
    than quoted prices, either directly or indirectly, including
    inputs in markets that are not considered to be active; and
  
    Level 3inputs to the valuation methodology are unobservable and
    significant to the fair value measurement.
  
Reclassifications
    Certain prior year amounts have been reclassified to conform to
    the current period presentation for comparative purposes.
  
Mineral Exploration and Development Costs
    All exploration expenditures are expensed as incurred. Costs of
    acquisition and option costs of mineral rights are capitalized
    upon acquisition. Mine development costs incurred to develop
    new deposits, to expand the capacity of mines, or to develop
    mine areas substantially in advance of current production are
    also capitalized once proven and probable reserves exist and
    the property is determined to be a commercially mineable
    property. Costs incurred to maintain current production or to
    maintain assets on a standby basis are charged to operations.
    If we do not continue with exploration after the completion of
    the feasibility study, the cost of mineral rights will be
    expensed at that time. Costs of abandoned projects are charged
    to mining costs, including related property and equipment
    costs. To determine if capitalized costs are in excess of their
    recoverable amount, periodic evaluation of the carrying value
    of capitalized costs and any related property and equipment
    costs are performed based upon expected future cash flows
    and/or estimated salvage value.
  
Non-Controlling Interest
    We are required to report our non-controlling interest as a
    separate component of shareholders deficit. We are also
    required to present the consolidated net income and the portion
    of the consolidated net income allocable to the non-controlling
    interest and to our shareholders separately in our consolidated
    statements of operations. Losses applicable to the
    non-controlling interest are allocated to the non-controlling
    interest even when those losses are in excess of the
    non-controlling interests investment basis.
  
Recent Accounting Pronouncements
    The Company has limited operations and is considered to be in
    the development stage. During the year ended December 31, 2014,
    the Company has elected to early adopt Accounting Standards
    Update No. 2014-10, Development Stage Entities (Topic 915):
    Elimination of Certain Financial Reporting Requirements. The
    adoption of this ASU allows the company to remove the inception
    to date information and all references to development stage.
  
    In August 2014, the FASB issued an ASU requiring, when
    applicable, disclosures regarding uncertainties about an
    entitys ability to continue as a going concern. During the
    preparation of quarterly and annual financial statements,
    management should evaluate whether conditions or events exist
    that raise substantial doubt about the entitys ability to
    continue as a going concern within one year after the date the
    financial statements are issued. If this evaluation indicates
    that it is probable that an entity will be unable to meet its
    obligations when they become due within one year of the
    financial statement issuance date, management must evaluate
    whether its mitigation plans will alleviate the substantial
    doubt of continuing as a going concern. If substantial doubt
    exists, regardless of whether the mitigation plan alleviates
    the concern, additional disclosures are required in the
    financial statements addressing the conditions or events that
    raise substantial doubt, managements evaluation of the
    significance of those conditions or events, and managements
    mitigation plans. This new guidance will become effective for
    the Company for all reporting periods beginning in 2016. Early
    application is permitted. The Companys management currently
    does not expect that this new guidance will have a significant
    effect on its consolidated financial statements when adopted.
  
    NOTE 3ACQUISITION OF INTEREST IN A
    SUBSIDIARY
  
    On February 24, 2011, the Company acquired La Tabaquera, a
    Colombian mine, and the associated asset, Concession Contract
    No. IE-09551 from Erasmo Almanza, granted for the Exploration
    and Exploitation of a Carbon Mineral and other Grantable
    Mineral Deposits by the Colombian Institute of Geology and
    Mining for a period of 4 – 30 years.
  
    Under the agreement, the Company issued 5,606,410 shares of
    common stock and agreed to pay the owner $100,000 in cash. Due
    to the lack of an active market for the Companys common shares,
    the Company determined the fair value of the common stock was
    $0 on the acquisition date. As of December 31, 2014, $78,484 of
    the cash payment had been paid, with the remaining $21,516
    still owed and included in accounts payable and accrued
    expenses in the consolidated balance sheet. The $21,516 has no
    specific terms of repayment and is unsecured. The Company
    expects to pay the remaining amount upon receipt of future
    funding. If the amounts are not paid, the Company may have to
    re-negotiate with the seller.
  
    On March 3, 2014, the Company was granted a 51% interest in the
    Columbian mining entity, Compania Minera San Jose Ltda. (Cia
    Minera San Jose Ltda.) for no consideration, but, assumption of
    future liabilities and expenses for which Cia Minera San Jose
    Ltda. would incur. The Company agreed to the acceptance of the
    ownership, receiving 51%, or 6,120 shares, of the common stock
    of Cia San Jose Ltda., consolidating the assets and
    liabilities, of the Cia Minera San Jose Ltda. as a subsidiary,
    reporting non-controlling interest as a separate component of
    shareholders deficit and allocating the portion of consolidated
    net income allocable to non-controlling interest separately in
    the Companys consolidated statement of operations.
  
NOTE 4GOING CONCERN
    As shown in the accompanying consolidated financial statements,
    the Company incurred net losses of $2,162,037 and $1,899,853
    for the years ended December 31, 2015, and 2014, respectively,
    and had a working capital deficit of $2,040,033 as of December
    31, 2015. These conditions raise substantial doubt as to the
    Companys ability to continue as a going concern. The financial
    statements do not include any adjustments that might be
    necessary if the Company is unable to continue as a going
    concern.
  
    Management’s plan in this regard includes raising additional
    cash from current and potential stockholders and lenders,
    making strategic acquisitions, and increasing the marketing of
    its products and services. The Company has no current
    arrangements with respect to any additional financing.
    Consequently, there can be no assurance that any future
    financing will be available to the Company when needed, and on
    commercially reasonable terms. The Company’s inability to
    derive sufficient revenues from the sale of its products, or
    obtain additional financing when needed, would have a material
    adverse effect on the Company, requiring the Company to curtail
    or cease operations. In addition, any equity financing may
    involve substantial dilution to the Company’s then current
    stockholders.
  
NOTE 5INVESTMENT
    Effective December 1, 2014, the Company acquired 50% of
    ownership interest in Sannabis SAS, a Colombian entity, for
    consideration of $25,000. The Company agreed to a total
    contribution of $125,000 for the 50% ownership. As of December
    31, 2014, the Company had only contributed $25,000. The Company
    agreed to the acceptance of the ownership, receiving 50%,
    ownership of Sannabis SAS.
  
    In accordance with U.S GAAP, we have adopted the equity method
    of accounting. Under the equity method of accounting, the
    Company records the investment at cost. The Companys investment
    in the entity is increased by additional contributions to the
    entity as well as its proportionate share of earnings in the
    entity. Conversely, the Companys investment is decreased by
    distributions made by the Company and by its proportionate
    share of losses. As of December 31, 2015 the Companys
    proportionate share of losses in the investment is $11,588.
    During the year ended December 31, 2015, the Company has made
    additional contribution of $38,766 to maintain 50% of ownership
    interest, and recognized a loss of impairment on the investment
    of $40,331. As of December 31, 2015, the Companys investment in
    Sannabis SAS is $9,967.
  
NOTE 6DEBT
Third Party Notes Payable
| Debt Instrument Summary | Principle | Accrued Interest | ||||||
| Dec 31, 2015 | Dec 31, 2014 | Dec 31, 2015 | Dec 31, 2014 | |||||
| Auctus Convertible (1) | $ | 23,250 | $ | 32,250 | $ | 5,449 | $ | 1,103 | 
| KBM Worldwide Convertible 2) | 26,250 | 37,500 | 5,271 | 
 | ||||
| Bold Leego Convertible (3) | 27,820 | 50,000 | 3,669 | 
 | ||||
| Auctus Convertible (4) | 39,395 | 55,250 | 1,436 | 
 | ||||
| KBM Worldwide Convertible (5) | 43,000 | 43,000 | 6,081 | 
 | ||||
| LG Capital (6) | 58,000 | 63,000 | 6,784 | 
 | ||||
| KBM Worldwide Convertible (7) | 54,000 | – | 5,199 | – | ||||
| LG Capital (8) | 26,500 | – | 1,260 | – | ||||
| Debt discount (8) | (1,500) | – | – | – | ||||
| Debt discount- Derivative (8) | (10,482) | – | – | – | ||||
| Auctus Convertible (9) | 73,750 | – | 3,556 | – | ||||
| Debt discount (9) | (7,750) | – | – | – | ||||
| $ | 352,233 | $ | 281,000 | $ | 38,705 | $ | 3,968 | |
    (1) On July 28, 2014, the Company issued a convertible
    promissory note to a third party in the amount of $32,250. The
    note accrues interest at the rate of 8% per annum and has a
    maturity date of April 28, 2015. The default interest rate is
    22%. The note is convertible after 180 days from the date of
    issuance at 55% of the average lowest two-day trading price of
    common stock during the 25 days preceding the date of
    conversion. Loan proceeds amounting to $5,250 were paid
    directly to service providers. On January 24, 2015, the loan
    became convertible and a related derivative liability was
    recorded (See Note 9). During 2015, the Company repaid $9,000
    of the principle amount of the note.
  
    (2) On September 5, 2014, the Company issued a convertible
    promissory note to a third party in the amount of $37,500. The
    note accrues interest at the rate of 8% per annum and has a
    maturity date of June 9, 2014. The note is convertible after
    180 days from the date of issuance at 55% of the average lowest
    three-day trading price of common stock during the 10 days
    preceding the date of conversion. Loan proceeds amounting to
    $11,000 were paid directly to service providers. On March 4,
    2015, the loan became convertible and a related derivative
    liability was recorded (See Note 9). Starting on April 30,
    2015, the Company is in default under this Note. The principal
    amount was increased by 50% for the amount of $12,750 and a
    related derivative liability was recorded. During 2015, the
    third party exercised the conversion option in connection with
    $24,000 of the amount owed under the note. (See Note 7). During
    2016, the Company has settled the note with full repayment.
  
    (3) On September 18, 2014, the Company issued a convertible
    promissory note to a third party in the total amount of
    $50,000. The note accrues interest at the rate of 8% per annum
    and has a maturity date of September 24, 2015. The note is
    convertible into common stock at discount of 50% at maturity.
    Loan proceeds amounting to $2,500 were paid directly to service
    providers in 2014. On March 25, 2015, the loan became
    convertible, and the Company is in default due to not issuing
    shares upon conversion on time under this Note. Related
    derivative liability was recorded (See Note 9). The principal
    amount was increased by $3,320 and a related derivative
    liability was recorded. The third party converted $25,500 of
    the principal amount of the note into the Companys common
    stock.
  
    (4) On December 19, 2014, the Company issued a convertible
    redeemable note to a third party in the amount of $55,250. The
    note accrues interest at the rate of 8% per annum and has a
    maturity of nine months. The note is convertible after 180 days
    from the date of issuance at 55% of the lowest two trading
    price of common stock during the 25 days preceding the date of
    conversion. Loan proceeds amounting to $5,250 were paid
    directly to the investors counsel for transaction preparation
    in 2014. On June 17, 2015, the loan became convertible and a
    related derivative liability was recorded (See Note 9). During
    2015, the Company repaid $15,000 of the principle amount of the
    note and the third party exercised the conversion option in
    connection with $855 of the amount owed under the note. (See
    Note 7)
  
    (5) On November 17, 2014, the Company issued a convertible
    redeemable note to a third party in the amount of $43,000. The
    note accrues interest at the rate of 8% per annum and has a
    maturity of nine months. The note is convertible after 180 days
    from the date of issuance at 55% of the lowest three trading
    price of common stock during the 10 days preceding the date of
    conversion. Loan proceeds amounting to $10,500 were paid
    directly to the investors counsel for transaction preparation
    in 2014. On May 16, 2015, the loan became convertible and a
    related derivative liability was recorded (See Note 9).
  
    (6) On November 5, 2014, the Company entered into a securities
    purchase agreement with a third party, whereby the Company
    shall issue an 8% convertible note in an aggregate principal
    amount of $63,000, convertible into shares of common stock of
    the Company. The note shall accrue interest at a rate of 8% per
    annum, commencing on November 5, 2014. The third party, at
    their option, any time after 180 days after full payment of the
    agreed upon cash, may convert all or any amount of the
    principal face amount of the note into shares of the Companys
    common stock at a price equal to 55% of the lowest trading
    price of the Companys common stock on the national Quotations
    Bureau (OTCQB) exchange or any exchange upon which the Companys
    stock is traded, for the twenty prior trading days, including
    the day upon which notice of conversion is received by the
    Company. On May 4, 2015, the loan became convertible and a
    related derivative liability was recorded (See Note 9). During
    2015, the third party exercised the conversion option in
    connection with $5,000 of the amount owed under the note. (See
    Note 7)
  
    (7) On January 29, 2015, the Company issued a convertible
    promissory note to a third party in the amount of $54,000. The
    note accrues interest at the rate of 8% per annum and has a
    maturity date of November 2, 2015. The note is convertible
    after 180 days from the date of issuance at 55% of the average
    of the lowest three-day trading price of the common stock
    during the 10 days preceding the date of conversion. Loan
    proceeds amounting to $15,000 were paid directly to services
    providers at the time of issuance. On July 28, 2015, the loan
    became convertible and a related derivative liability was
    recorded (See Note 9).
  
    (8) On May 28, 2015, the Company issued a convertible
    promissory note to a third party in the amount of $26,500, and
    the Company received $25,000 in cash, including an additional
    $1,500 paid for debt issuance cost.. The note accrues interest
    at the rate of 8% per annum and has a maturity date of May21,
    2016. The note is convertible after 180 days from the date of
    issuance at 55% of the average of the lowest three-day trading
    price of the common stock during the 20 days preceding the date
    of conversion. On July 28, 2015, the loan became convertible
    and a related derivative liability was recorded (See Note 9).
  
    (9) On July 8, 2015, the Company issued a convertible
    promissory note to a third party in the amount of $73,750, the
    Company received $66,000 in cash, including an additional
    $7,750 paid for debt issuance cost.. The note accrues interest
    at the rate of 8% per annum and has a maturity date of April 8,
    2016. The note is convertible after 180 days from the date of
    issuance at 55% of the average of the lowest three-day trading
    price of the common stock during the 25 days preceding the date
    of conversion.
  
Related Party Notes Payable
    On April 14, 2008, the Company signed a loan agreement in which
    it borrowed an aggregate of $328,000 from Ararat, LLC. The note
    originally matured on December 31, 2012 and carried a 10%
    interest rate. On November 14, 2012, the Company restructured
    the debt into a new convertible note, which does not accrue
    interest. The lender has the right to convert the loan within
    twenty-four months at a price of $0.30 per share. Any net
    proceeds from the stock currently held by the lender or by the
    preferred shareholder, which are liquidated within the next
    twenty-four months, will be credited against the loan.
  
    At the end of the twenty-four months, the lender has the right
    to demand stock as payment of the debt at 90% of the bid price
    for the preceding ten-day weighted average. The lender will not
    be subject to the floor price of $0.30 after November 15, 2014.
  
    The Company evaluated the aforementioned debt modification
    under FASB ASC 470-50 and determined that the modification
    qualified as an extinguishment of debt due to substantial
    modifications, which included, an extension of the maturity
    date, the modification of the interest rate, and the
    modification of the conversion price. In accordance with FASB
    ASC 470-50-40-2, the extinguishment of debt was accounted for
    as an increase in the principal in the amount of $20,634,
    resulting in a loss on debt restructuring for that same amount.
    The resulting derivative liability was reclassified and
    accounted for as an increase to additional paid-in capital.
  
    On March 27, 2013, Ararat, LLC agreed to cancel the entire debt
    balance in exchange for 1,500,000 preferred B shares of New
    Colombia Resources. These shares can be exchanged for 1,500,000
    common shares within the next 19 months. If, at the end of 19
    months, the 1,500,000 common shares have a value less than
    $600,000, the Company will issue additional shares, which, when
    added to the aforementioned 1,500,000 shares, will total
    $600,000 at 90% of the average bid price of the trailing ten
    days. The Company evaluated the aforementioned debt
    modification under FASB ASC 470-50 and determined that the
    modification qualified as an extinguishment of debt due to
    substantial modifications, which included, an increase in the
    fair value of the conversion option of more than 10%. In
    accordance with FASB ASC 470-50-40-2, the extinguishment of
    debt was accounted for as a conversion of principal and accrued
    interest of $348,634 and $53,290, respectively, a loss on
    settlement of debt of $198,076, and a related make whole
    liability of $550,000 was recorded as a provision for the
    aforementioned 1,500,000 common shares having a market value of
    less than $600,000 as of June 30, 2014.
  
    On September 11, 2014, the Company and Ararat, LLC entered into
    the Amended of the Debt Settlement Agreement and Royalty
    Agreement, (the Ararat Debt Settlement Agreement) which
    supersedes and replaces the Debt Settlement Agreement dated
    March 27, 2013. The Ararat Debt Settlement Agreement provided
    for the resolution of all debt and mutual release of all
    liabilities between the Company and Ararat for future Royalty
    interest payments totaling $660,000 from the sales of future
    production from certain gravel and coal mines held by the
    Company, of which $80,000 must be received by Ararat, LLC by
    December 31, 2014. Should the Company fail to remit the $80,000
    by December 31, 2014, Ararat, LLC will retain its rights to
    convert the Preferred stock shares to the agreements dated,
    November 114, 2012 and March 27, 2013. Should Ararat, LLC fail
    to convert its shares prior to November 15, 2015, to the Debt
    Settlement Agreement and Royalty Agreement, Ararat, LLC will
    relinquish all rights to do so thereafter.
  
    As a result of the above Debt Settlement Agreement and Royalty
    Agreement, the Company reversed the Make Whole Liability and
    recognized a current liability of $660,000 for the effective
    elimination of the obligation to fulfill requirements under the
    Make Whole Liability obligation. Through December 31, 2015, the
    Company has recognized a total of $177,200 in royalty expense
    related to the amended agreement.
  
Related Party Transactions
    On September 29, 2014, the Company entered into a Royalty
    Agreement with its Chief Executive Officer and Director, John
    Campo. to the Royalty Agreement, the Company received $50,000
    in cash as a contribution, and provided to Mr. Campo guaranteed
    royalty payments for a period of 60 months, beginning the first
    month of production of assets from certain properties in
    Colombia held by the Company. There had been no production as
    of December 31, 2015.
  
    On January 2, 2015, the Company entered into a consulting
    agreement with a third party. This agreement was an amendment
    to an original consulting agreement dated January 1, 2013. As
    per the 2015 agreement, the Company agrees to compensate the
    Consultant with an amount of shares of the Companys common
    stock equal to an amount of approximately $12,500 each quarter.
    However, if the stock price reaches $0.25, then 100,000 shares
    of the Companys common stock would be issued. Should the stock
    price change, then the Company will adjust the amount of shares
    issued at a five-day average price, or an approximation of what
    the Company and the Consultant agree to be fair and correct, so
    as to ensure that the total amount of shares issued shall equal
    approximately $25,000 each six months, or an equally agreed
    upon number of shares, as determined between the Company and
    the Consultant. The 2015 agreement has a term of two years,
    until January 2, 2017, with an option to extend at that time.
    (See Note 7)
  
    As of December 31, 2015, the accounts payable and accrued
    interest related parties balance represents expenses which were
    primarily paid directly to current and former officers of the
    Company. As of December 31, 2015, the accounts payable and
    accrued interest related parties balance was composed of
    $56,376 in accrued salaries and expenses payable to the
    Companys current Chief Executive Officer, as well as expenses
    payable to a consulting company owned by the Companys current
    Chief Executive Officer. The CEO also contributed $19,162 to
    the Company during 2015.
  
NOTE 7SHAREHOLDERS’ EQUITY
Preferred Stock Series A
    There are 20,000,000 shares of authorized preferred stock.
    During 2011, the Company issued 10,000,000 shares of Series A
    Convertible Preferred Stock to the Companys former Chief
    Executive Officer for services. During 2015, all shares have
    been transferred to current Chief Executive Officer. The shares
    are convertible into 51% of outstanding common stock, hold 66
    2/3% voting rights, and do not receive dividends. The Company
    evaluated the preferred stock under ASC 718-10-25, ASC
    480-10-25, and ASC 815-10-25, and determined that equity
    classification was appropriate. As the conversion option can be
    exercised into 51% of the outstanding shares of the Company,
    the Company determined that the holder of the preferred shares
    receives additional value each time the Company issues common
    shares, thereby increasing the number of common shares the
    preferred shares can be converted into. As a result, the
    Company has determined the incremental value given to the
    preferred shareholder upon additional issuances of common
    shares should be recorded at fair value and charged to expense.
    During the year ended December 31, 2015, the Company issued an
    aggregate of 161,898,280 common shares. The Company determined
    the aggregate incremental cost of the share issuance to be
    $967,993 and recognized as general expense during 2015.
  
Preferred Stock Series B
    On September 22, 2014, the Company issued 1,000,492 shares of
    Preferred Series B Stock to certain employees, vendors and
    related parties for services and to settle $250,183 of
    liabilities for such services. The Preferred Series B Stock
    granted can be converted into legend free common stock any time
    after December 10, 2014. Upon conversion, the holder shall be
    entitled to ten shares of common stock for every one share of
    Preferred Series B Stock converted. Additionally, each
    respective individual holder granted Preferred Series B Stock,
    in settlement of the Companys obligations, is limited to not
    converting more than $12,000 worth of common stock in any
    single fiscal quarter commencing after December 1, 2014.
  
    As a result of this settlement of liabilities and the exchange
    of Preferred Series B Stock, the Company reduced the related
    liabilities of each recipient of the shares, recognizing an
    increase of $1,000 in the par value of its Preferred Series B
    Stock, a gain of $53,550 on the settlement of liabilities, with
    a $195,633 increase additional paid in capital.
  
    This settlement was subsequently amended on September 5, 2015,
    which the Company has issued additional 2,827,314 shares of
    Preferred Series B Stock which resulted of settlement loss for
    $56,546 and 2,638,000 shares have been converted into
    40,546,667 shares of common stock.
  
Common Stock
    During 2014, the Company issued 500,000 common shares to a
    third party for consulting services. The shares were valued at
    $4,525.
  
    During 2014, the Company sold an aggregate of 38,400,001 common
    shares to third parties. The aggregate purchase price was
    $290,500.
  
    During 2015, the Company sold an aggregate of 79,706,667 common
    shares to third parties. The aggregate purchase price was
    $231,530.
  
    During 2015, the Company issued 2,181,818 common shares in a
    conversion of $12,000 debt balance owed to KBM Worldwide/Asher.
    (See Note 6)
  
    During 2015, the Company issued 14,943,180 common shares in a
    conversion of $25,500 debt balance owed to Bold Leego
    Enterprises. (See Note 6)
  
    During 2015, the Company issued 3,157,895 common shares in a
    conversion of $12,000 debt balance owed to KBM WORLDWIDE INC.
    (See Note 6)
  
    During 2015, the Company issued 2,708,981 common shares in a
    conversion of $5,000 debt balance owed to LG CAPITAL FUNDING
    LLC. The shares were valued at $5,000. (See Note 6)
  
    During 2015, the Company issued 7,230,444 common shares in a
    conversion of $855 principal and $4,351 accrued interest owed
    to AUCTUS FUND, LLC. (See Note 6)
  
    During 2015, the Company issued 11,422,628 common shares to a
    third party for consulting services. The shares were valued at
    $50,000.
  
    During 2015, the Company issued 4,620,000 common shares to a
    third party in a conversion of 462,000 shares of the Companys
    Series B Convertible Preferred stock.
  
    During 2015, the Company issued additional 14,166,667 common
    shares to a third party (Charlie Chong) for the 2,000,000
    shares of the Companys Series B Convertible Preferred stock
    thats cancelled in 2014.
  
    During 2015, the Company issued 14,160,000 common shares to a
    related party in a conversion of 1,416,000 shares of the
    Companys Series B Convertible Preferred stock.
  
    During 2015, the Company issued 7,600,000 common shares to a
    related party (CHERISH ADAMS) in a conversion of 760,000 shares
    of the Companys Series B Convertible Preferred stock.
  
Stock Options
    On September 29, 2015, the Company entered an option agreement
    with a third party, for up to a total of 22,000,000 fully paid
    and non-assessable shares of common stock at the price of $0.01
    per share. This option may be exercised at any time commencing
    on September 29, 2015 to and include September 28, 2019.
  
    On November 12, 2015, the Company entered an option agreement
    with a third party, for up to a total of 340,000 fully paid and
    non-assessable shares of common stock at the price of $0.01 per
    share. This option may be exercised at any time commencing on
    November 12, 2015 to and include November 11, 2019.
  
    On November 26, 2015, the Company entered an option agreement
    with a third party, for up to a total of 1,500,000 fully paid
    and non-assessable shares of common stock at the price of $0.01
    per share. This option may be exercised at any time commencing
    on November 26, 2015 to and include November 25, 2018.
  
The following table summarizes the Companys stock options:
| Options | Weighted Average Exercise Price | Aggregate Intrinsic Value | Exercisable | Weighted Average Remaining Life | |||||||
| Balance, December 31, 2013 | 
 | 5,000,000 | $ | 0.10 | – | 4,583,333 | No Expiration | ||||
| Granted | 
 | 75,666,667 | 0.01 | ||||||||
| Expired | 
 | – | – | – | |||||||
| Exercised | 
 | (15,500,000) | 0.01 | – | |||||||
| Cancelled | 
 | – | – | – | |||||||
| Balance, December 31, 2014 | 
 | 65,166,667 | $ | 0.02 | – | 65,166,667 | 0.33 | ||||
| Granted | 23,840,000 | 0.01 | – | ||||||||
| Expired | (54,166,667) | 0.01 | – | ||||||||
| Exercised | – | – | – | ||||||||
| Cancelled | – | – | – | ||||||||
| Balance, December 31, 2015 | 34,840,000 | 0.03 | – | 34,840,000 | 0.84 | ||||||
NOTE 8FAIR VALUE MEASUREMENTS
    As defined in FASB ASC Topic 820, fair value is the price that
    would be received upon the sale of an asset or paid to transfer
    a liability in an orderly transaction between market
    participants at the measurement date. This Topic requires
    disclosure that establishes a framework for measuring fair
    value and expands disclosure about fair value measurements. The
    statement requires fair value measurements be classified and
    disclosed in one of the following categories:
  
    Level 1: Unadjusted quoted prices in active markets that are
    accessible at the measurement date for identical, unrestricted
    assets or liabilities. The Company considers active markets as
    those in which transactions for the assets or liabilities occur
    in sufficient frequency and volume to provide pricing
    information on an ongoing basis.
  
    Level 2: Pricing inputs other than quoted market prices
    included in Level 1 that are based on observable market data
    and are directly or indirectly observable for substantially the
    full term of the asset or liability. These include quoted
    market prices for similar assets or liabilities, quoted market
    prices for identical or similar assets in markets that are not
    active, adjusted quoted market prices, inputs from observable
    data such as interest rate and yield curves, volatilities or
    default rates observable at commonly quoted intervals or inputs
    derived from observable market data by correlation or other
    means.
  
    Level 3: Pricing inputs that are unobservable or less
    observable from objective sources. Unobservable inputs should
    only be used to the extent observable inputs are not available.
    These inputs maintain the concept of an exit price from the
    perspective of a market participant and should reflect
    assumptions of other market participants. An entity should
    consider all market participant assumptions that are available
    without unreasonable cost and effort. These are given the
    lowest priority and are generally used in internally developed
    methodologies to generate management’s best estimate of the
    fair value when no observable market data is available.
  
    Financial assets and liabilities are classified based on the
    lowest level of input that is significant to the fair value
    measurement. The Companys assessment of the significance of a
    particular input to the fair value measurement requires
    judgment, and may affect the valuation of the fair value of
    assets and liabilities and their placement within the fair
    value hierarchy levels.
  
    Certain assets and liabilities are reported at fair value on a
    recurring or nonrecurring basis in the Companys consolidated
    balance sheets. The following methods and assumptions were used
    to estimate the fair values:
  
    Cash and Cash Equivalents, Prepaid Expenses, Mining
    Rights, Accounts Payable and Accrued Liabilities
  
    The carrying amounts approximate fair value because of the
    short-term nature or maturity of the instruments.
  
Other Liability
    As a result of the above Debt Settlement Agreement and Royalty
    Agreement, the Company reversed the Make Whole Liability and
    recognized a current liability of $660,000 for the effective
    elimination of the obligation to fulfill requirements under the
    Make Whole Liability obligation Through December 31, 2015, the
    Company has recognized a total of $177,200 in royalty expense
    related to the amended agreement.
  
NOTE 9DERIVATIVES LIABILITIES
    As of December 31, 2015, the Company did not have any Level 1
    or Level 2 financial assets and liabilities or any Level 3
    financial assets. The Companys Level 3 liabilities consisted of
    Convertible Notes and their fair values were $554,910
  
    The Company determined that the following convertible notes
    (collectively Convertible Notes) issued during the year
    ended December 31, 2015, contained an embedded derivative
    instrument as the conversion price was based on a variable that
    was not an input to the fair value of a fixed-for-fixed
    option as defined under FASB ASC Topic No. 815 40 (See Note 6):
  
| * | Auctus Convertible (1) | |
| * | KBM Worldwide Convertible (2) | |
| * | Bold Leego Convertible (3) | |
| * | Auctus Convertible (4) | |
| * | KBM Worldwide Convertible (5) | |
| * | LG Capital (6) | |
| * | KBM Worldwide Convertible (7) | |
| * | LG Capital (8) | 
| Initial | December 31, 2015 | |||
| Common stock issuable | 98,841,120 | 106,855,668 | ||
| Market value of common stock on measurement date (1) | $0.002 – $0.012 | $0.0065 | ||
| Adjusted exercise price | $0.0018 – $0.0068 | $0.0028 – $0.003 | ||
| Risk free interest rate (2) | 0.01%-0.11% | 0.16%-0.49% | ||
| Instrument lives in years | 0.26 0.5 | 0.3 0.5 | ||
| Expected volatility (3) | 140%-180% | 310%-377% | ||
| Expected dividend yields (4) | None | None | 
(1)
    The market value of common stock is the stock price at the
    close of trading on the date of issuance or at period-end, as
    applicable.
  
(2)
    The risk-free interest rate was determined by management using
    between the 0.17 and 3-year Treasury Bill as of the respective
    offering or measurement date.
  
(3)
    The historical trading volatility was determined by the
    Companys trading history.
  
(4)
    Management determined the dividend yield to be -0-% based upon
    its expectation that it will not pay dividends for the
    foreseeable future.
  
    Activity for embedded derivative instruments during the
    six-month period ended December 31, 2015, was as follows:
  
| Balance at December 31, 2014 | Initial Valuation recognized as discount | Initial Valuation Day 1 Loss | Change in Fair Value of Derivative Liabilities | Settlement through Repayment of Debt | Settlement through Debt Conversion | Balance at December 31, 2015 | |
| Auctus Convertible (1) | $ – | $32,250 | $665 | $22,096 | $(9,970) | $ – | $45,042 | 
| KBM / Asher Convertible (2) | – | 50,250 | 
 | 22,168 | – | (23,630) | 49,420 | 
| Bold Leego Convertible (3) | – | 52,178 | 15,089 | 5,696 | – | (25,367) | 47,596 | 
| Auctus Convertible (4) | – | 55,250 | 3,630 | 42,523 | (17,357) | (14,001) | 70,045 | 
| KBM / Asher Convertible (5) | – | 40,256 | – | 42,252 | – | – | 82,508 | 
| LG Capital (6) | – | 51,290 | – | 51,835 | – | – | 103,125 | 
| KBM / Asher Convertible (7) | – | 54,000 | – | 51,812 | – | – | 105,812 | 
| LG Capital (8) | – | 26,500 | 7,614 | 17,249 | – | – | 51,363 | 
| Total | $ – | $361,974 | $27,629 | $255,631 | $(27,327) | $(62,997) | $554,910 | 
NOTE 10INCOME TAX EXPENSE
    At December 31, 2015, the Company had unused federal and state
    net operating loss carryforwards available of approximately
    $2,314,646 which may be applied against future taxable income,
    if any, and which expire in various years through 2035.
  
    The Companys deferred tax assets as of December 31, 2015 and
    2014 are as follows:
  
| 
 | 
 | |||
| Benefit from net operating losses | $ | 786,980 | $ | 499,988 | 
| Valuation allowance | (786,980) | (499,988) | ||
| Net tax expense | $ | – | $ | – | 
NOTE 11SUBSEQUENT EVENTS
    During 2016, the Company entered into a joint venture operating
    agreement with MSG Mining Corp. (MSG) of Somerset, KY to
    develop MSGs wholly owned Coal Mining Concession Contract #
    JC3-15231 in the Republic of Colombia to extract coal and
    possibly produce a Coke product for international or local
    sales. The Company will meet at the mining site with MSG to
    determine their course of action based on an existing Work Plan
    developed by an experienced geological consulting firm in the
    area. MSG asserts and has provided evidence it does own the
    mining rights to this concession contract with an approved Plan
    de Trabajo y Obra (Work Plan) from the Agencia Nacional de
    Mineria (ANM) and approved Licencia Ambiental (Environmental
    License) from the competent local environmental authority.
  
    The Company and MSG are forming a Venture Company in Colombia
    to execute the agreement anticipating coal mining activities
    beginning in June of 2017. Plans are to extract 10,000 tonnes
    of metallurgical coal per month scaling up as market conditions
    and available resources allow. The Venture Company will be 51%
    owned by New Colombia Resources, Inc. and 49% owned by MSG
    Mining Corp. with profits and loses likewise distributed.
  
    During 2016, the Company sold an aggregate of 68,695,000 common
    shares to third parties. The aggregate purchase price was
    $239,400.
  
    During 2016, the Company issued 13,518,328 common shares in a
    conversion of $80,190 debt balance owed to KBM Worldwide/Asher.
  
    During 2016, the Company issued 1,250,000 common shares to a
    third party for consulting services. The shares were valued at
    trading price of transaction date.
  
    During 2016, the Company issued 50,320,869 common shares in a
    conversion of $85,620 debt balance owed to AUCTUS FUND, LLC.
  
    During 2016, the Company issued 21,972,355 common shares in a
    conversion of $27,820 debt balance owed to Bold Leego
    Enterprises.
  
    During 2016, the Company issued 25,908,126 common shares in a
    conversion of $78,326 debt balance owed to LG CAPITAL FUNDING
    LLC.
  
    During 2016, the Company issued 9,249,340 common shares to a
    third party in a conversion of 924,934 shares of the Companys
    Series B Convertible Preferred stock.
  
    During 2016, the Company resolved to issue 10,000,000 common
    shares to a third party for the reduction of $100,000 of debt
    owed for the purchase of a rock crushing plant. These shares
    were issued during 2017.
  
    During 2016, the Company issued additional 4,500,000 common
    shares to a related party for property paid on behalf of the
    Company.
  
    During 2016, the Company entered into a Settlement Agreement
    with Rockwell Capital Partners, Inc. (Rockwell), whereby
    Rockwell acquired liabilities of the Company in an amount of
    $109,894.47 (the Debt), which was owed by the Company to
    various third parties related to legal and accounting services,
    as well as other service providers related to the Companys
    operations. The Company and Rockwell then entered into an Order
    Granting Approval of the Settlement Agreement, and Rockwell
    converted the Debt to a 3(a)(10) exemption into 93,530,500
    shares of the Companys common stock. The conversions took place
    between August 23, 2016 and October 13, 2016. The Debt has now
    been fully extinguished, and all remaining shares held in
    reserve for the conversion of the Debt have been returned to
    treasury.
  
    During 2016, the Company has sold 5% stake in Sannabis SAS to a
    third party in exchange for $25,000. (See Note 5)
  
    On January 5, 2017, the Company issued convertible promissory
    note to AUCTUS FUND, LLC in the amount of $600,000. This note
    is being issued by the Company to settle the current
    liabilities owed to the Ararat LLC for the amount of $600,000
    (See Note 6). The note accrues interest at the rate of 12% per
    annum and has a maturity date of July 5, 2017. The note is
    convertible any time from the date of issuance until the later
    of (i) Maturity Date and (ii) the date of payment of Default
    Amount at 60% of the lowest trading price of the common stock
    during the 20 days preceding the date of conversion.
    Elimination of liabilities owed to the Ararat would allow the
    Company to avoid royal expense of which has significantly
    improved the Companys cash flow. On April 12, 2017, this note
    is extinguished through fully conversion of common stock. This
    note eliminates royalty payments owed to Ararat, LLC.
  
    During 2016, the Company issued a convertible redeemable note
    to AUCTUS FUND, LLC in the amount of $57,750. The note accrues
    interest at the rate of 12% per annum and has a maturity of
    nine months. The note is convertible any time from the date of
    issuance until the later of (i) Maturity Date and (ii) the date
    of payment of Default Amount at 70% of the lowest trading price
    of the common stock during the 25 days preceding the date of
    conversion.
  
    During 2017, the Company sold an aggregate of 17,700,000 common
    shares to third parties. The aggregate purchase price was
    $89,000.
  
    During 2017, the Company issued 44,964,272 common shares in a
    conversion of $237,866 debt balance owed to AUCTUS FUND, LLC
    (Note 5).
  
    During 2017, the Companys subsidiary entity, Compania Minera
    San Jose Ltd entered into farm purchase agreement with a third
    party to acquire two farms for consideration of $125,000 with
    the land size of 24.7 hectares and 97.7 hectares.
  
    During 2017, the Company entered into a second Settlement
    Agreement with Rockwell Capital Partners, Inc. (Rockwell),
    whereby Rockwell acquired liabilities of the Company in an
    amount of $165,500 (the Debt), of which $60,000 was owed by the
    Company to Ararat LLC and the remainder to various third
    parties related to legal and accounting services, as well as
    other service providers related to the Companys operations. The
    conversions took place between January 13, 2017 and March 1,
    2017. The Debt has now been fully extinguished, and all
    remaining shares held in reserve for the conversion of the Debt
    have been returned to treasury. During 2017, the Company issued
    17,200,000 common shares in a conversion debt balance and the
    note is extinguished upon conversion.
  
    During 2017, the Company entered into a Coal Purchase Agreement
    with a third party to supply 500,000 tonnes of metallurgical
    coal beginning in April 2017, subject to the Company obtaining
    financing. The Company has asked the Buyer for an extension on
    the first delivery as they source the coal and obtain the
    necessary financing and is awaiting their response. The Company
    has coal mines ready to operate to fulfill this order once
    financing is secured.
  
    During 2017, the Company received notice from the Agencia
    Nacional de Mineria of Colombia that the addition of gravel to
    their existing approved Work Plan for coal has been approved
    for their wholly owned Concession Contract ILE-09551.The
    Company expects to supply gravel by June 2017.
  
    During 2017, the Company’s subsidiary in Colombia, Compania
    Minera San Jose Ltda., entered into a three month coal purchase
    agreement with a third party for 3000 – 10,000 tonnes of
    thermal coal per month at a purchase price of $131,000
    COP/tonne (~US$45). First deliveries have been made and payment
    received from Buyer.
  
    During 2017, the Company formed a subsidiary in Colombia, Eco R
    Mining, S.A.S. This subsidiary is 51% owned by the Company and
    49% owned by MSG Mining Corp. (MSG) of Somerset, KY, formed to
    develop MSGs coal mining Concession Contract # JC3-15231 in the
    Republic of Colombia to extract coal and possibly produce a
    Coke product for international and local sales. The Company
    expects to be mining this concession by June 2017.
  
    During 2017, the Company formed a subsidiary in Florida, New
    Colombia Ventures, LLC. This subsidiary was formed to legally
    import and distribute in the U.S. and elsewhere medical
    marijuana products from another Company subsidiary in Colombia,
    Sannabis S.A.S. or others. New Colombia Ventures, LLC will
    become a distributor of Sannabis SAS. New Colombia Ventures,
    LLC is 51% owned by the Company, the remaining 49% is owned by
    others including the current Company President and a retired
    MLB All Star that will assist in marketing products. Marketing
    efforts have already begun.
  
    During 2017, the Company issued a convertible promissory note
    to a third party in the amount of $110,250 due on May 16, 2017.
    Total proceeds received by the Company were $105,000.
  
ITEM 12CONTROLS AND PROCEDURES
    Conclusion Regarding the Effectiveness of Disclosure
    Controls and Procedures.
  
    Under the supervision and with the participation of our
    principal executive officer and principal financial officer, we
    conducted an evaluation of our disclosure controls and
    procedures, as such term is defined under Rule 13a-15(e)
    promulgated under the Securities Exchange Act of 1934, as
    amended (the Exchange Act. As a result of this evaluation, we
    identified material weaknesses in our internal control over
    financial reporting as of December 31, 2014 as is identified
    below.Accordingly, our principal executive officer and
    principal financial officer concluded that our disclosure
    controls and procedures were not effective as of December 31,
    2014 as is described below.
  
    Managements Annual Report on Internal Control Over
    Financial Reporting.
  
    Our management is responsible for establishing and maintaining
    adequate internal control over financial reporting as defined
    in Rule 13a-15(f) and 15d-(f) under the Exchange Act. Our
    internal control over financial reporting are designed to
    provide reasonable assurance regarding the reliability of
    financial reporting and the preparation of consolidated
    financial statements for external purposes in accordance with
    U. S. generally accepted accounting principles. Our internal
    control over financial reporting includes those policies and
    procedures that:
  
i.
    pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of our assets;
  
ii.
    provide reasonable assurance that transactions are recorded as
    necessary to permit the preparation of ourconsolidated
    financial statements inaccordance with U. S. generally accepted
    accounting principles, andthat our receipts and expenditures
    are being made only in accordance withauthorizations of our
    management and directors; and
  
iii.
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of
    our assets that could have a material effect on the
    consolidated financial statements.
  
    Management assessed the effectiveness of the Companys internal
    control over financial reporting as of December 31, 2014. In
    making this assessment, management used the criteria set forth
    by the Committee of Sponsoring Organizations of the Treadway
    Commission in Internal Control-Integrated Framework.
  
    Management has concluded that our internal control over
    financial reporting was not effective as December 31, 2014 due
    to the existence of material weaknesses. The material
    weaknesses identified include the following:
  
    Managements assessment identified several material weaknesses
    in our internal control over financial reporting. These
    material weaknesses include the following:
  
Lack of appropriate segregation of duties;
    Limited capability to interpret and apply accounting principles
    generally accepted in the United States;
  
    Lack of formal accounting policies and procedures that include
    multiple levels of review; and
  
    Failure to properly record transactions related to asset
    acquisitions, derivative liabilities, and equity based payments
    to employees and non-employees.
  
NEW COLOMBIA RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| As of | As of | |||
| September 30, | December 31, | |||
| 
 | 
 | |||
| ASSETS | ||||
| Current Assets | ||||
| Cash and cash equivalents | $ | (868) | $ | 3,209 | 
| Prepaid expenses and other current assets | – | – | ||
| Total Current Assets | (868) | 3,209 | ||
| Non-Current Assets | ||||
| 
          Fixed asset, net of accumulated depreciation of $8,505 | 368,674 | 370,680 | ||
| Investment in properties | – | – | ||
| Mining rights | 100,000 | 100,000 | ||
| Equity method investment | 36,260 | 9,967 | ||
| TOTAL ASSETS | $ | 504,066 | $ | 483,856 | 
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||
| Current Liabilities | ||||
| Accounts payable and accrued liabilities | $ | 366,754 | $ | 389,723 | 
| Accounts payable and accrued interest related parties | 129,459 | 86,375 | ||
| Other liability | 660,000 | 660,000 | ||
| Short-term convertible debt | 210,549 | 352,233 | ||
| Derivative liabilities | 297,044 | 554,910 | ||
| Total Current Liabilities | 1,663,806 | 2,043,241 | ||
| Total Liabilities | 1,663,806 | 2,043,241 | ||
| Stockholders’ Deficit: | ||||
| 
          Preferred stock, $0.001 par value (shares 
          10,000,000 shares undesignated) Series A Convertible: | 10,000 | 10,000 | ||
| 
          Preferred stock, $0.001 par value (shares 
          -0- shares undesignated) Series B Convertible: 10,000,000 designated; 2,727,990 shares issued and outstanding at September 30, 2016 and December 31, 2015 | 2,728 | 2,728 | ||
| 
          Common stock, $0.001 par value (shares 
          384,597,030 and 286,906,757 shares issued and outstanding | 384,598 | 286,258 | ||
| Additional paid-in capital | 29,909,088 | 28,185,868 | ||
| Deficit accumulated | (31,430,512) | (30,014,702) | ||
| 
          Total Stockholders Deficit of New Columbia | (1,064,098) | (1,529,848) | ||
| Non-controlling interest | (35,642) | (29,537) | ||
| Total Stockholders Equity Deficit | (1,099,740) | (1,559,385) | ||
| 
          TOTAL LIABILITIES AND STOCKHOLDERS’ | $ | 504,066 | $ | 483,856 | 
    See accompanying notes to the unaudited consolidated financial
    statements
  
NEW COLOMBIA RESOURCES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended | Nine Months Ended | |||||||||
| September 30, | September 30, | |||||||||
| 
 | 
 | 
 | 
 | |||||||
| Revenues | $ | – | $ | – | $ | – | $ | – | ||
| Operating Expenses | ||||||||||
| Geology and engineering | – | 
 | 13,743 | 4,345 | ||||||
| Royalty expense | – | 20,000 | 27,500 | 53,550 | ||||||
| Depreciation expense | 
 | 
 | 2,007 | 2,008 | ||||||
| General and administrative | 1,111,910 | 44,418 | 1,271,839 | 414,678 | ||||||
| Total Operating Expenses | 1,112,579 | 65,647 | 1,315,089 | 474,581 | ||||||
| Loss from Operations | (1,112,579) | (65,647) | (1,315,089) | (474,581) | ||||||
| Loss on settlement of debt | – | 56,010 | – | 56,010 | ||||||
| Interest expense | 102,385 | 165,661 | 226,438 | 356,234 | ||||||
| (Gain)/Loss on derivatives | (373,069) | 182,830 | (97,113) | 173,076 | ||||||
| Impairment expense | – | – | – | 32,944 | ||||||
| (Gain)/Loss from equity investment | – | – | (22,500) | 11,570 | ||||||
| Net loss | $ | (841,895) | $ | (470,148) | $ | (1,421,914) | $ | (1,104,415) | ||
| Net loss attributable to non-controlling interest | – | – | 6,105 | 6,941 | ||||||
| 
        Net loss attributable to New Columbia Resources, | (841,895) | (470,148) | (1,415,809) | (1,097,474) | ||||||
| Basic and diluted loss per share | $ | (0.00) | $ | (0.00) | $ | (0.00) | $ | (0.00) | ||
| 
        Weighted average number of shares | ||||||||||
| basic and diluted | 343,743,724 | 197,815,642 | 315,920,904 | 161,453,345 | ||||||
    See accompanying notes to the unaudited consolidated financial
    statements
  
NEW COLOMBIA RESOURCES, INC.
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (UNAUDITED)
  
| For the Nine Months Ended | ||||
| September 30, | ||||
| 
 | 
 | |||
| Cash Flows from Operating Activities | ||||
| Net loss for the period | $ | (1,415,809) | $ | (1,077,474) | 
| Non-controlling interest | (6,105) | (6,941) | ||
| 
          Adjustments to reconcile net loss to net cash used in | ||||
| Impairment of fixed assets | – | 32,944 | ||
| Stock issued for compensation | 1,071,885 | 220,192 | ||
| Depreciation expense | 2,007 | 2,008 | ||
| Loss from equity investment | (22,146) | 11,570 | ||
| 
          (Gain) loss on settlement of make whole liability and/or | – | 56,010 | ||
| Gain on derivative liability | (97,113) | 163,107 | ||
| Amortization of discount on convertible debenture | 165,705 | 316,351 | ||
| Penalty upon loan default | 29,500 | 16,070 | ||
| Changes in operating assets and liabilities: | ||||
| Accounts payable and accrued expenses | 107,047 | 71,352 | ||
| Accounts payable and accrued interest related parties | – | – | ||
| Net cash used in operating activities | (165,029) | (214,811) | ||
| Cash Flows from Investing Activities | ||||
| Investment in properties | – | – | ||
| Investment in subsidiary-equity method | (29,148) | (32,351) | ||
| Sales of equity investment | 25,000 | – | ||
| Purchase of fixed assets | – | (4,680) | ||
| Net cash used in investing activities | (4,148) | (37,031) | ||
| Cash Flows from Financing Activities | ||||
| Payments on convertible debentures | – | (23,000) | ||
| Proceeds received on convertible debt | – | 130,000 | ||
| Issuance of shares for cash | 165,100 | 124,700 | ||
| Contribution from officer | – | 19,162 | ||
| 
          Net cash provided by financing | 165,100 | 250,862 | ||
| 
          Increase (Decrease) in Cash and Cash | (4,077) | (980) | ||
| 
          Cash and Cash Equivalents–Beginning of | 3,209 | 1,627 | ||
| Cash and Cash Equivalents–End of Period | $ | (868) | $ | 
 | 
| 
          Supplemental Disclosures of Cash Flow | ||||
| Cash paid for interest | $ | – | $ | – | 
| Cash paid for income taxes | $ | – | $ | – | 
| 
          Non-Cash Investing and Financing | ||||
| Reclass to fixed asset from investment | $ | – | $ | (23,400) | 
| Preferred stock conversion to common stock | $ | – | $ | 18,137 | 
| Common stock issued for conversion of debentures | $ | 263,139 | $ | 54,500 | 
| Debt discount from derivative liabilities | $ | 183,644 | $ | 361,975 | 
| Loan proceeds paid directly to services providers | $ | – | $ | 15,000 | 
| 
          Settlement of derivative liabilities through conversion | $ | 234,502 | $ | 39,027 | 
| Reclass from prepaid expenses to equipment | $ | – | $ | 16,067 | 
| 
          See the accompanying notes to the unaudited consolidated | ||||
NEW COLOMBIA RESOURCES, INC.
Notes to the Consolidated Financial Statements
(Unaudited)
NOTE 1-BASIS OF PRESENTATION
    The accompanying unaudited interim financial statements of New
    Colombia Resources, Inc. (New Colombia Resources or the
    Company) (formerly VSUS Technologies, Inc.) have been prepared
    in accordance with accounting principles generally accepted in
    the United States of America and the rules of the Securities
    and Exchange Commission, and should be read in conjunction with
    the audited financial statements and notes thereto contained in
    the Companys Annual Report on Form 10-K filed with the SEC. In
    the opinion of management, the accompanying unaudited interim
    financial statements reflect all adjustments, consisting of
    normal recurring adjustments, necessary to present fairly the
    financial position and the results of operations for the
    interim period presented herein. The results of operations for
    interim periods are not necessarily indicative of the results
    to be expected for the full year or for any future period.
    Notes to the financial statements which would substantially
    duplicate the disclosure contained in the audited financial
    statements for fiscal 2015 as reported in the Form 10-K have
    been omitted.
  
NOTE 2-GOING CONCERN
    During the nine months ended September 30, 2016, New Colombia
    Resources, Inc. has not been able to generate cash flows
    sufficient to support its operations, and has been dependent
    primarily on debt and equity financing. In addition to negative
    cash flow from operations, New Colombia Resources has
    experienced recurring losses and had an accumulated deficit of
    $31,370,512 as of September 30, 2016. These conditions raise
    substantial doubt as to New Colombia Resources ability to
    continue as a going concern. The consolidated financial
    statements do not include any adjustments that might be
    necessary if New Colombia Resources is unable to continue as a
    going concern.
  
NOTE 3-FIXED ASSET
    Major classes of equipment, together with their estimated
    useful lives, consisted of the following:
  
| Years | September 30, 2016 | December 31, 2015 | |||
| Vehicle | 
 | $ | 12,500 | $ | 12,500 | 
| Furniture and equipment | 
 | 
 | 
 | ||
| Crushing plant machinery | – | 320,000 | 320,000 | ||
| Construction in process | – | 44,147 | 44,147 | ||
| Total | 377,179 | 377,179 | |||
| Less: accumulated depreciation | (8,505) | (6,499) | |||
| Net equipment | $ | 368,674 | $ | 370,680 | 
    Depreciation expense was $2,007 and $2,008 for the nine months
    ended September 30, 2016 and 2015, respectively.
  
NOTE 4-EQUITY METHOD INVESTMENT
    Effective December 1, 2014, the Company acquired 50% of
    ownership interest in Sannabis SAS, a Colombian entity, for
    consideration of $25,000. The Company agreed to a total
    contribution of $125,000 for the 50% ownership. As of December
    31, 2014, the Company had only contributed $25,000. The Company
    agreed to the acceptance of the ownership, receiving 50%,
    ownership of Sannabis SAS.
  
    In accordance with U.S GAAP, we have adopted the equity method
    of accounting. Under the equity method of accounting, the
    Company records the investment at cost. The Companys investment
    in the entity is increased by additional contributions to the
    entity as well as its proportionate share of earnings in the
    entity. Conversely, the Companys investment is decreased by
    distributions made by the Company and by its proportionate
    share of losses. During the quarter ended September 30, 2016,
    the Company has made additional contribution of $29,148 to
    maintain 50% of ownership interest. As of September 30, 2016,
    the Companys investment in Sannabis SAS is $36,260.
  
    On March 4th, 2016, the Company has sold 5% stake in
    Sannabis SAS to a third party in exchange for $25,000 and the
    Company has recognize gain for the amount of $22,500.
  
NOTE 5-DEBT
Third Party Notes Payable
| Principle | Accrued Interest | |||||||
| Instrument | Sep 30, 2016 | Dec 31, 2015 | Sep 30, 2016 | Dec 31, 2015 | ||||
| Auctus Convertible (1) | $ | – | $ | 23,250 | $ | – | $ | 5,449 | 
| Debt discount- Derivative (1) | – | – | – | – | ||||
| KBM Worldwide Convertible (2) | – | 26,250 | – | 5,271 | ||||
| Debt discount- Derivative (2) | – | – | – | – | ||||
| Bold Leego Convertible (3) | 27,820 | 27,820 | 5,340 | 3,669 | ||||
| Debt discount- Derivative (3) | – | – | – | – | ||||
| Auctus Convertible (4) | 39,395 | 39,395 | 7,942 | 1,436 | ||||
| Debt discount- Derivative (4) | – | – | – | – | ||||
| KBM Worldwide Convertible (5) | – | 43,000 | – | 6,081 | ||||
| Debt discount- Derivative (5) | – | – | – | – | ||||
| LG Capital (6) | 50,000 | 58,000 | 14,790 | 6,784 | ||||
| Debt discount- Derivative (6) | – | – | – | – | ||||
| KBM / Worldwide Convertible (7) | – | 54,000 | 14,117 | 5,199 | ||||
| Debt discount- Derivative (7) | – | – | – | – | ||||
| LG Capital (8) | 26,500 | 26,500 | 2,852 | 1,260 | ||||
| Debt discount (8) | (1,500) | (1,500) | – | – | ||||
| Debt discount- Derivative (8) | – | (10,482) | – | – | ||||
| Auctus Convertible (9) | 73,750 | 73,750 | 9,092 | 3,556 | ||||
| Debt discount- Derivative (9) | – | – | – | – | ||||
| Debt discount (9) | (7,750) | (7,750) | – | – | ||||
| Rockwell Convertible(10) | 30,755 | – | – | – | ||||
| Debt discount (10) | (28,421) | – | – | – | ||||
| $ | 210,549 | $ | 352,233 | $ | 54,133 | $ | 38,705 | |
    (1) On July 28, 2014, the Company issued a convertible
    promissory note to a third party in the amount of $32,250. The
    note accrues interest at the rate of 8% per annum and has a
    maturity date of April 28, 2015. The default interest rate is
    22%. The note is convertible after 180 days from the date of
    issuance at 55% of the average lowest two-day trading price of
    common stock during the 25 days preceding the date of
    conversion. Loan proceeds amounting to $5,250 were paid
    directly to service providers. On January 24, 2015, the loan
    became convertible and a related derivative liability was
    recorded (See Note 9). During the quarter ended September 30,
    2016, the third party exercised the conversion option in
    connection with $23,250 of the amount owed under the note and
    the note is fully extinguished. (See Note 7)
  
    (2) On September 5, 2014, the Company issued a convertible
    promissory note to a third party in the amount of $37,500. The
    note accrues interest at the rate of 8% per annum and has a
    maturity date of June 9, 2014. The note is convertible after
    180 days from the date of issuance at 55% of the average lowest
    three-day trading price of common stock during the 10 days
    preceding the date of conversion. Loan proceeds amounting to
    $11,000 were paid directly to service providers. On March 4,
    2015, the loan became convertible and a related derivative
    liability was recorded (See Note 9). Starting on April 30,
    2015, the Company is in default under this Note. The principal
    amount was increased by 50% for the amount of $12,750 and a
    related derivative liability was recorded. During the quarter
    ended September 30, 2016, the third party exercised the
    conversion option in connection with $26,250 of the amount owed
    under the note and the note is fully extinguished. (See Note 7)
  
    (3) On September 18, 2014, the Company issued a convertible
    promissory note to a third party in the total amount of
    $50,000. The note accrues interest at the rate of 8% per annum
    and has a maturity date of September 24, 2015. The note is
    convertible into common stock at discount of 50% at maturity.
    Loan proceeds amounting to $2,500 were paid directly to service
    providers in 2014. On March 25, 2015, the loan became
    convertible, and the Company is in default due to not issuing
    shares upon conversion on time under this Note. Related
    derivative liability was recorded (See Note 9). The principal
    amount was increased by $3,320 and a related derivative
    liability was recorded. The third party converted $25,500 of
    the principal amount of the note into the Companys common
    stock.
  
    (4) On December 19, 2014, the Company issued a convertible
    redeemable note to a third party in the amount of $55,250. The
    note accrues interest at the rate of 8% per annum and has a
    maturity of nine months. The note is convertible after 180 days
    from the date of issuance at 55% of the lowest two trading
    price of common stock during the 25 days preceding the date of
    conversion. Loan proceeds amounting to $5,250 were paid
    directly to the investors counsel for transaction preparation
    in 2014. On June 17, 2015, the loan became convertible and a
    related derivative liability was recorded (See Note 9).
  
    (5) On November 17, 2014, the Company issued a convertible
    redeemable note to a third party in the amount of $43,000. The
    note accrues interest at the rate of 8% per annum and has a
    maturity of nine months. The note is convertible after 180 days
    from the date of issuance at 55% of the lowest three trading
    price of common stock during the 10 days preceding the date of
    conversion. Loan proceeds amounting to $10,500 were paid
    directly to the investors counsel for transaction preparation
    in 2014. On May 16, 2015, the loan became convertible and a
    related derivative liability was recorded (See Note 9).
  
    (6) On November 5, 2014, the Company entered into a securities
    purchase agreement with a third party, whereby the Company
    shall issue an 8% convertible note in an aggregate principal
    amount of $63,000, convertible into shares of common stock of
    the Company. The note shall accrue interest at a rate of 8% per
    annum, commencing on November 5, 2014. The third party, at
    their option, any time after 180 days after full payment of the
    agreed upon cash, may convert all or any amount of the
    principal face amount of the note into shares of the Companys
    common stock at a price equal to 55% of the lowest trading
    price of the Companys common stock on the national Quotations
    Bureau (OTCQB) exchange or any exchange upon which the Companys
    stock is traded, for the twenty prior trading days, including
    the day upon which notice of conversion is received by the
    Company. On May 4, 2015, the loan became convertible and a
    related derivative liability was recorded (See Note 9). During
    the quarter ended September 30, 2016, the third party exercised
    the conversion option in connection with $8,000 of the amount
    owed under the note. (See Note 7)
  
    (7) On January 29, 2015, the Company issued a convertible
    promissory note to a third party in the amount of $54,000. The
    note accrues interest at the rate of 8% per annum and has a
    maturity date of November 2, 2015. The note is convertible
    after 180 days from the date of issuance at 55% of the average
    of the lowest three-day trading price of the common stock
    during the 10 days preceding the date of conversion. Loan
    proceeds amounting to $15,000 were paid directly to services
    providers at the time of issuance. On July 28, 2015, the loan
    became convertible and a related derivative liability was
    recorded (See Note 9). During the quarter ended September 30,
    2016, default penalty for the amount of $8,000 has increase
    outstanding principle balance. On August 18th, 2016,
    the note is fully repaid by the Company.
  
    (8) On May 28, 2015, the Company issued a convertible
    promissory note to a third party in the amount of $26,500, and
    the Company received $25,000 in cash, including an additional
    $1,500 paid for debt issuance cost.. The note accrues interest
    at the rate of 8% per annum and has a maturity date of May21,
    2016. The note is convertible after 180 days from the date of
    issuance at 55% of the average of the lowest three-day trading
    price of the common stock during the 20 days preceding the date
    of conversion. On July 28, 2015, the loan became convertible
    and a related derivative liability was recorded (See Note 9).
  
    (9) On July 8, 2015, the Company issued a convertible
    promissory note to a third party in the amount of $73,750, the
    Company received $66,000 in cash, including an additional
    $7,750 paid for debt issuance cost.. The note accrues interest
    at the rate of 8% per annum and has a maturity date of April 8,
    2016. The note is convertible after 180 days from the date of
    issuance at 55% of the average of the lowest three-day trading
    price of the common stock during the 25 days preceding the date
    of conversion. On January 4th, 2016, the loan became
    convertible and a related derivative liability was recorded
    (See Note 9).
  
    (10) On August 18, 2016 the Company entered into a Settlement
    Agreement with Rockwell Capital Partners, Inc. (Rockwell),
    whereby Rockwell acquired liabilities of the Company in an
    amount of $109,894.47 (the Debt), which was owed by the Company
    to various third parties related to legal and accounting
    services, as well as other service providers related to the
    Companys operations. During the quarter ended September 30,
    2016, the third party exercised the conversion option in
    connection with $79,140 of the amount owed under the note.
  
NOTE 6-RELATED PARTY TRANSACTIONS
Related Party Debt
    On April 14, 2008, the Company signed a loan agreement in which
    it borrowed an aggregate of $328,000 from Ararat, LLC. The note
    originally matured on December 31, 2012 and carried a 10%
    interest rate. On November 14, 2012, the Company restructured
    the debt into a new convertible note, which does not accrue
    interest. The lender has the right to convert the loan within
    twenty-four months at a price of $0.30 per share. Any net
    proceeds from the stock currently held by the lender or by the
    preferred shareholder which are liquidated within the next
    twenty-four months will be credited against the loan. At the
    end of the twenty-four months, the lender has the right to
    demand stock as payment of the debt at 90% of the bid price for
    the preceding ten-day weighted average. The lender will not be
    subject to the floor price of $0.30 after November 15, 2014.
    The Company evaluated the aforementioned debt modification
    under FASB ASC 470-50 and determined that the modification
    qualified as an extinguishment of debt due to substantial
    modifications, which included, an extension of the maturity
    date, the modification of the interest rate, and the
    modification of the conversion price. In accordance with FASB
    ASC 470-50-40-2, the extinguishment of debt was accounted for
    as an increase in the principal in the amount of $20,634,
    resulting in a loss on debt restructuring for that same amount.
    The resulting derivative liability was reclassified and
    accounted for as an increase to additional paid-in capital.
  
    On March 27, 2013, Ararat, LLC agreed to cancel the entire debt
    balance in exchange for 1,500,000 preferred B shares of New
    Colombia Resources. These shares can be exchanged for 1,500,000
    common shares within the next 19 months. If, at the end of 19
    months, the 1,500,000 common shares have a value less than
    $600,000, the Company will issue additional shares, which, when
    added to the aforementioned 1,500,000 shares, will total
    $600,000 at 90% of the average bid price of the trailing ten
    days. The Company evaluated the aforementioned debt
    modification under FASB ASC 470-50, and determined that the
    modification qualified as an extinguishment of debt due to
    substantial modifications, which included, an increase in the
    fair value of the conversion option of more than 10%. In
    accordance with FASB ASC 470-50-40-2, the extinguishment of
    debt was accounted for as a conversion of principal and accrued
    interest of $348,634 and $53,290, respectively, a loss on
    settlement of debt of $198,076, and a related make whole
    liability of $550,000 was recorded as a provision for the
    aforementioned 1,500,000 common shares having a market value of
    less than $600,000 as of June 30, 2014.
  
    On September 11, 2014, the Company and Ararat, LLC entered into
    the Amended of the Debt Settlement Agreement and Royalty
    Agreement (the Ararat Debt Settlement Agreement), which
    supersedes and replaces the Debt Settlement Agreement dated
    March 27, 2013. The Ararat Debt Settlement Agreement provided
    for the resolution of all debt and mutual release of all
    liabilities between the Company and Ararat for future Royalty
    interest payments totaling $660,000 from the sales of future
    production from certain gravel and coal mines held by the
    Company, of which $80,000 must be received by Ararat, LLC by
    March 31, 2015. Should the Company fail to remit the $80,000 by
    March 31, 2015, Ararat, LLC will retain its rights to convert
    the Preferred stock shares to the agreements dated, November
    14, 2012 and March 27, 2013. Should Ararat, LLC fail to convert
    its shares prior to November 15, 2015, to the Debt Settlement
    Agreement and Royalty Agreement, Ararat, LLC will relinquish
    all rights to do so thereafter.
  
    As a result of the above Debt Settlement Agreement and Royalty
    Agreement, the Company reversed the Make Whole Liability and
    recognized a current liability of $660,000 for the effective
    elimination of the obligation to fulfill requirements under the
    Make Whole Liability obligation. See Note 10 for subsequent
    event disclosure
  
Related Party Transactions
    As of September 30, 2016, the accounts payable and accrued
    interest related parties balance represents expenses which were
    primarily paid directly to current and former officers of the
    Company. As of September 30, 2016, the accounts payable and
    accrued interest related parties balance was composed of
    $129,459 in accrued salaries and expenses payable to the
    Companys current Chief Executive Officer.
  
NOTE 7-STOCKHOLDERS’ EQUITY
Preferred Stock Series A
    There are 20,000,000 shares of authorized preferred stock.
    During 2011, the Company issued 10,000,000 shares of Series A
    Convertible Preferred Stock to the Companys former Chief
    Executive Officer for services. During 2015, all shares have
    been transferred to current Chief Executive Officer. The shares
    are convertible into 51% of outstanding common stock, hold 66
    2/3% voting rights, and do not receive dividends. The Company
    evaluated the preferred stock under ASC 718-10-25, ASC
    480-10-25, and ASC 815-10-25, and determined that equity
    classification was appropriate. As the conversion option can be
    exercised into 51% of the outstanding shares of the Company,
    the Company determined that the holder of the preferred shares
    receives additional value each time the Company issues common
    shares, thereby increasing the number of common shares the
    preferred shares can be converted into. As a result, the
    Company has determined the incremental value given to the
    preferred shareholder upon additional issuances of common
    shares should be recorded at fair value and charged to expense.
    For the nine months ended September 30, 2016, the Company
    issued an aggregate of 102,354,162 common shares. The Company
    determined the aggregate incremental cost of the share issuance
    to be $1,051,447.
  
Common Stock
    For the nine months ended September 30, 2016, the Company sold
    an aggregate of 36,125,000 shares of the Companys common stock
    to third parties. The aggregate purchase price was $169,600.
  
    For the nine months ended September 30, 2016, third parties
    converted total amount of $221,443 of principal into 60,965,273
    shares of the Companys common stock.
  
    For the nine months ended September 30, 2016, the Company
    issued 1,250,000 shares of the Companys common stock to the
    third party for accounting services. The shares were valued at
    $20,438.
  
Stock Options
    On April 28, 2016, the Company entered an option agreement with
    a third party, for up to a total of 3,000,000 fully paid and
    non-assessable shares of common stock at the price of $0.02 per
    share. This option may be exercised at any time commencing on
    September 28, 2015 to and include September 28, 2018.
  
    On May 5, 2016, the Company entered an option agreement with a
    third party, for up to a total of 250,000 fully paid and
    non-assessable shares of common stock at the price of $0.02 per
    share. This option may be exercised at any time commencing on
    May 4, 2016 to and include May 4, 2018.
  
The following table summarizes the Companys stock options:
| Options | Weighted Average Exercise Price | Exercisable | Weighted Average Remaining Life | ||||||
| Balance, December 31, 2015 | 
 | 34,840,000 | $ | 0.03 | 34,840,000 | 0.84 years | |||
| Granted | 3,250,000 | 0.02 | |||||||
| Expired | (6,000,000) | 0.05 | |||||||
| Exercised | – | – | |||||||
| Cancelled | – | – | |||||||
| Balance, September 30, 2016 | 32,090,000 | 0.03 | 13,000,000 | 1 years | |||||
NOTE 8-FAIR VALUE MEASUREMENTS
    As defined in FASB ASC Topic 820, fair value is the price that
    would be received upon the sale of an asset or paid to transfer
    a liability in an orderly transaction between market
    participants at the measurement date. This Topic requires
    disclosure that establishes a framework for measuring fair
    value and expands disclosure about fair value measurements. The
    statement requires fair value measurements be classified and
    disclosed in one of the following categories:
  
    Level 1: Unadjusted quoted prices in active markets that are
    accessible at the measurement date for identical, unrestricted
    assets or liabilities. The Company considers active markets as
    those in which transactions for the assets or liabilities occur
    in sufficient frequency and volume to provide pricing
    information on an ongoing basis.
  
    Level 2: Pricing inputs other than quoted market prices
    included in Level 1 that are based on observable market data
    and are directly or indirectly observable for substantially the
    full term of the asset or liability. These include quoted
    market prices for similar assets or liabilities, quoted market
    prices for identical or similar assets in markets that are not
    active, adjusted quoted market prices, inputs from observable
    data such as interest rate and yield curves, volatilities or
    default rates observable at commonly quoted intervals, or
    inputs derived from observable market data by correlation or
    other means.
  
    Level 3: Pricing inputs that are unobservable or less
    observable from objective sources. Unobservable inputs should
    only be used to the extent observable inputs are not available.
    These inputs maintain the concept of an exit price from the
    perspective of a market participant and should reflect
    assumptions of other market participants. An entity should
    consider all market participant assumptions that are available
    without unreasonable cost and effort. These are given the
    lowest priority and are generally used in internally developed
    methodologies to generate management’s best estimate of the
    fair value when no observable market data is available.
  
    Financial assets and liabilities are classified based on the
    lowest level of input that is significant to the fair value
    measurement. The Companys assessment of the significance of a
    particular input to the fair value measurement requires
    judgment, and may affect the valuation of the fair value of
    assets and liabilities and their placement within the fair
    value hierarchy levels.
  
    Certain assets and liabilities are reported at fair value on a
    recurring or nonrecurring basis in the Companys consolidated
    balance sheets. The following methods and assumptions were used
    to estimate the fair values:
  
    Cash and Cash Equivalents, Prepaid Expenses, Mining Rights,
    Accounts Payable and Accrued Liabilities
  
    The carrying amounts approximate fair value because of the
    short-term nature or maturity of the instruments.
  
Other Liability
    As a result of the above Debt Settlement Agreement and Royalty
    Agreement, the Company reversed the Make Whole Liability and
    recognized a current liability of $660,000 for the effective
    elimination of the obligation to fulfill requirements under the
    Make Whole Liability obligation.
  
Derivative Liabilities
    The estimated fair value of the derivative liabilities was
    calculated using the Black-Scholes option pricing model (See
    Note 9).
  
    The following table sets forth, by level within the fair value
    hierarchy, the Companys financial assets and liabilities that
    were accounted for at fair value on a recurring basis as of
    September 30, 2016:
  
| Description | (Level 1) | (Level 2) | (Level 3) | Total Carrying Value | ||||
| Other liability | $ | 660,000 | $ | – | $ | – | $ | 660,000 | 
| Derivative liability | $ | – | $ | – | $ | 297,044 | $ | 297,044 | 
NOTE 9-DERIVATIVE LIABILITIES
    As of September 30, 2016, the Company did not have any Level 1
    or Level 2 financial assets and liabilities or any Level 3
    financial assets. The Companys Level 3 liabilities consisted of
    Convertible Notes and their fair values were $297,044
  
    As of September 30, 2016, the Company determined that the
    following convertible notes (collectively Convertible
    Notes) contained an embedded derivative instrument as the
    conversion price was based on a variable that was not an input
    to the fair value of a fixed-for-fixed option as defined
    under FASB ASC Topic No. 815 40 (See Note 5):
  
| * | Auctus Convertible (1) | |
| * | KBM Worldwide Convertible (2) | |
| * | Bold Leego Convertible (3) | |
| * | Auctus Convertible (4) | |
| * | KBM Worldwide Convertible (5) | |
| * | LG Capital (6) | |
| * | KBM Worldwide Convertible (7) | |
| * | LG Capital (8) | |
| * | Auctus Convertible (9) | 
| Initial | September 30, 2016 | |||
| Common stock issuable | 139,068,393 | 184,702,252 | ||
| Market value of common stock on measurement date (1) | $0.002 – $0.0127 | $0.0026 | ||
| Adjusted exercise price | $0.0018 – $0.0068 | $0.0012 | ||
| Risk free interest rate (2) | 0.01%-0.22% | 0.29% | ||
| Instrument lives in years | 0.26 0.5 | 0.25 | ||
| Expected volatility (3) | 140%-375% | 193% | ||
| Expected dividend yields (4) | None | None | 
(1)
    The market value of common stock is the stock price at the
    close of trading on the date of issuance or at period-end, as
    applicable.
  
(2)
    The risk-free interest rate was determined by management using
    between the 0.17 and 3-year Treasury Bill as of the respective
    offering or measurement date.
  
(3)
    The historical trading volatility was determined by the
    Companys trading history.
  
(4)
    Management determined the dividend yield to be -0-% based upon
    its expectation that it will not pay dividends for the
    foreseeable future.
  
    The following table summarizes the Companys derivative
    liabilities during the nine months ended September 30, 2016:
  
| Balance at December 31, 2015 | Initial Valuation | Initial Valuation Day 1 Loss | Change in Fair Value of Derivative Liabilities | Settlement through Repayment of Debt | Settlement through Debt Conversion | Balance at September 31, 2016 | |
| Auctus Convertible (1) | $45,042 | $ – | $ – | $(12,620) | $(32,422) | $ – | $ – | 
| KBM Worldwide Convertible (2) | 49,420 | – | – | 49,879 | (99,299) | – | – | 
| Bold Leego Convertible (3) | 47,595 | – | – | (10,218) | – | – | 37,377 | 
| Auctus Convertible (4) | 70,045 | – | – | (17,116) | – | – | 52,929 | 
| KBM Worldwide Convertible (5) | 82,508 | – | – | (32,747) | (49,761) | – | – | 
| LG Capital (6) | 103,125 | – | – | (28,444) | (5,884) | – | 68,797 | 
| KBM Worldwide Convertible (7) | 105,812 | – | – | (58,675) | (47,137) | – | – | 
| LG Capital (8) | 51,363 | – | – | (14,900) | – | – | 36,463 | 
| Auctus Convertible (9) | – | 73,750 | 37,179 | (9,451) | – | – | 101,478 | 
| Total | $554,910 | $73,750 | $37,179 | $(134,292) | $(234,503) | $ – | $297,044 | 
NOTE 10-SUBSEQUENT EVENTS
    During the last quarter of 2016, the Company entered into a
    joint venture operating agreement with MSG Mining Corp. (MSG)
    of Somerset, KY to develop MSGs wholly owned Coal Mining
    Concession Contract # JC3-15231 in the Republic of Colombia to
    extract coal and possibly produce a Coke product for
    international or local sales. The Company will meet at the
    mining site with MSG to determine their course of action based
    on an existing Work Plan developed by an experienced geological
    consulting firm in the area. MSG asserts and has provided
    evidence it does own the mining rights to this concession
    contract with an approved Plan de Trabajo y Obra (Work Plan)
    from the Agencia Nacional de Mineria (ANM) and approved
    Licencia Ambiental (Environmental License) from the competent
    local environmental authority.
  
    The Company and MSG are forming a Venture Company in Colombia
    to execute the agreement anticipating coal mining activities
    beginning in June of 2017. Plans are to extract 10,000 tonnes
    of metallurgical coal per month scaling up as market conditions
    and available resources allow. The Venture Company will be 51%
    owned by New Colombia Resources, Inc. and 49% owned by MSG
    Mining Corp. with profits and loses likewise distributed.
  
    During the last quarter of 2016, Bold Leego Convertible (3)
    (see Note 5) has been converted into common stock and the note
    is extinguished upon conversion.
  
    During the last quarter of 2016, Rockwell Convertible (10) (see
    Note 5) has been converted into common stock and the note is
    extinguished upon conversion.
  
    During the last quarter of 2016, the Company sold an aggregate
    of 32,570,000 common shares to third parties. The aggregate
    purchase price was $69,800.
  
    During the last quarter of 2016, third parties converted
    principal for total amount of $619,647 into 154,284,905 shares
    of the Companys common stock.
  
    During the last quarter of 2016, the Company issued additional
    4,500,000 common shares to a related party for property paid on
    behalf of the Company.
  
    During the last quarter of 2016, the Company resolved to issue
    10,000,000 common shares to a third party for the reduction of
    $100,000 of debt owed for the purchase of a rock crushing
    plant. These shares were issued during 2017.
  
    During 2016, the Company issued a convertible redeemable note
    to AUCTUS FUND, LLC in the amount of $57,750. The note accrues
    interest at the rate of 12% per annum and has a maturity of
    nine months. The note is convertible any time from the date of
    issuance until the later of (i) Maturity Date and (ii) the date
    of payment of Default Amount at 70% of the lowest trading price
    of the common stock during the 25 days preceding the date of
    conversion.
  
    On January 5, 2017, the Company issued convertible promissory
    note to AUCTUS FUND, LLC in the amount of $600,000. This note
    is being issued by the Company to settle the current
    liabilities owed to the Ararat LLC for the amount of $600,000
    (See Note 6). The note accrues interest at the rate of 12% per
    annum and has a maturity date of July 5, 2017. The note is
    convertible any time from the date of issuance until the later
    of (i) Maturity Date and (ii) the date of payment of Default
    Amount at 60% of the lowest trading price of the common stock
    during the 20 days preceding the date of conversion.
    Elimination of liabilities owed to the Ararat would allow the
    Company to avoid royal expense of which has significantly
    improved the Companys cash flow. On April 12, 2017, this note
    is extinguished through fully conversion of common stock. This
    Note also eliminates the royalty payments owed to Ararat, LLC.
  
    During 2017, the Company sold an aggregate of 17,700,000 common
    shares to third parties. The aggregate purchase price was
    $89,000.
  
    During 2017, the Company issued 44,964,272 common shares in a
    conversion of $237,866 debt balance owed to AUCTUS FUND, LLC
    (Note 5).
  
    During 2017, the Companys subsidiary entity, Compania Minera
    San Jose Ltda. closed a farm purchase agreement with a third
    party that acquired two farms for consideration of $125,000
    with the land size of 24.7 hectares and 97.7 hectares. The
    property has several debts totaling approximately $275,000 that
    were acquired with this purchase. Compania Minera San Jose
    Ltda. will negotiate with these debtors to reduce this amount.
  
    During 2017, the Company entered into a second Settlement
    Agreement with Rockwell Capital Partners, Inc. (Rockwell),
    whereby Rockwell acquired liabilities of the Company in an
    amount of $165,500 (the Debt), of which $60,000 was owed by the
    Company to Ararat LLC and the remainder to various third
    parties related to legal and accounting services, as well as
    other service providers related to the Companys operations. The
    conversions took place between January 13, 2017 and March 1,
    2017. The Debt has now been fully extinguished, and all
    remaining shares held in reserve for the conversion of the Debt
    have been returned to treasury. During 2017, the Company issued
    17,200,000 common shares in a conversion debt balance and the
    note is extinguished upon conversion.
  
    During 2017, the Company entered into a Coal Purchase Agreement
    with a third party to supply 500,000 tonnes of metallurgical
    coal beginning in April 2017, subject to the Company obtaining
    financing. The Company has asked the Buyer for an extension on
    the first delivery as they source the coal and obtain the
    necessary financing and is awaiting their response. The Company
    has coal mines ready to operate to fulfill this order once
    financing is secured.
  
    During 2017, the Company received notice from the Agencia
    Nacional de Mineria of Colombia that the addition of gravel to
    their existing approved Work Plan for coal has been approved
    for their wholly owned Concession Contract ILE-09551.The
    Company expects to supply gravel by June 2017.
  
    During 2017, the Company’s subsidiary in Colombia, Compania
    Minera San Jose Ltda., entered into a three-month coal purchase
    agreement with a third party for 3000 – 10,000 tonnes of
    thermal coal per month at a purchase price of $131,000
    COP/tonne (~US$45). First deliveries have been made and payment
    received from Buyer.
  
    During 2017, the Company issued 11,500,000 shares to a third
    party to settle $200,000 of consulting services.
  
    During 2017, the Company formed a subsidiary in Colombia, Eco R
    Mining, S.A.S. This subsidiary is 51% owned by the Company and
    49% owned by MSG Mining Corp. (MSG) of Somerset, KY, formed to
    develop MSGs coal mining Concession Contract # JC3-15231 in the
    Republic of Colombia to extract coal and possibly produce a
    Coke product for international and local sales. The Company
    expects to be mining this concession by June 2017.
  
    During 2017, the Company formed a subsidiary in Florida, New
    Colombia Ventures, LLC. This subsidiary was formed to legally
    import and distribute in the U.S. and elsewhere medical
    marijuana products from another Company subsidiary in Colombia,
    Sannabis S.A.S. or others. New Colombia Ventures, LLC will
    become a distributor of Sannabis SAS. New Colombia Ventures,
    LLC is 51% owned by the Company, the remaining 49% is owned by
    others including the current Company President and a retired
    MLB All Star that will assist in marketing products. Marketing
    efforts have already begun.
  
    During 2017, the Company issued a convertible promissory note
    to a third party in the amount of $110,250 due on May 16, 2017.
    Total proceeds received by the Company were $105,000.
  
ITEM 11-CONTROLS AND PROCEDURES
    Conclusion Regarding the Effectiveness of Disclosure
    Controls and Procedures.
  
    Under the supervision and with the participation of our
    principal executive officer and principal financial officer, we
    conducted an evaluation of our disclosure controls and
    procedures, as such term is defined under Rule 13a-15(e)
    promulgated under the Securities Exchange Act of 1934, as
    amended (the Exchange Act. As a result of this evaluation, we
    identified material weaknesses in our internal control over
    financial reporting as of December 31, 2014 as is identified
    below.Accordingly, our principal executive officer and
    principal financial officer concluded that our disclosure
    controls and procedures were not effective as of December 31,
    2014 as is described below.
  
    Managements Annual Report on Internal Control Over
    Financial Reporting.
  
    Our management is responsible for establishing and maintaining
    adequate internal control over financial reporting as defined
    in Rule 13a-15(f) and 15d-(f) under the Exchange Act. Our
    internal control over financial reporting are designed to
    provide reasonable assurance regarding the reliability of
    financial reporting and the preparation of consolidated
    financial statements for external purposes in accordance with
    U. S. generally accepted accounting principles. Our internal
    control over financial reporting includes those policies and
    procedures that:
  
i.
    pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of our assets;
  
ii.
    provide reasonable assurance that transactions are recorded as
    necessary to permit the preparation of ourconsolidated
    financial statements inaccordance with U. S. generally accepted
    accounting principles, andthat our receipts and expenditures
    are being made only in accordance withauthorizations of our
    management and directors; and
  
iii.
    provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of
    our assets that could have a material effect on the
    consolidated financial statements.
  
    Management assessed the effectiveness of the Companys internal
    control over financial reporting as of December 31, 2014. In
    making this assessment, management used the criteria set forth
    by the Committee of Sponsoring Organizations of the Treadway
    Commission in Internal Control-Integrated Framework.
  
    Management has concluded that our internal control over
    financial reporting was not effective as December 31, 2014 due
    to the existence of material weaknesses. The material
    weaknesses identified include the following:
  
    Managements assessment identified several material weaknesses
    in our internal control over financial reporting. These
    material weaknesses include the following:
  
Lack of appropriate segregation of duties;
    Limited capability to interpret and apply accounting principles
    generally accepted in the United States;
  
    Lack of formal accounting policies and procedures that include
    multiple levels of review; and
  
    Failure to properly record transactions related to asset
    acquisitions, derivative liabilities, and equity based payments
    to employees and non-employees.
  
 About New Colombia Resources, Inc. (OTCMKTS:NEWC) 
New Colombia Resources, Inc. is a metallurgical coal company. The Company is focused on the acquisition and development of high quality metallurgical coal producers in Colombia. The Company is focusing on its La Tabaquera coal and rock project (the Project) located in the Municipality of Guaduas, approximately 100 kilometers northwest of Bogota. The 57 hectares La Tabaquera (in yellow) and the 390 hectares mine La Herradura (in Orange), are located to the west of the La Bermeja Ravine, crossing Rio Guaduero from north to south, with a linear extension of 2.5 kilometers north-south direction and 0.2 kilometers approximately, from east-west. The Company’s rock crushing plant has a processing capacity of over 100 cubic meters (m3)/hour of aggregates. The Company has a medical cannabis business in Colombia operating as Sannabis SAS.	New Colombia Resources, Inc. (OTCMKTS:NEWC) Recent Trading Information 
New Colombia Resources, Inc. (OTCMKTS:NEWC) closed its last trading session down -0.00040 at 0.00770 with 17,718,641 shares trading hands.
 
                



