UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FIRST COLOMBIA GOLD CORP.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
_________________
(CUSIP Number)
FILING JOINTLY:
MR. PIERO SUTTI-KEYSER
and
MR. GORDAN SREDL
Paseo de Bernardez #59, Fracc, Lomas de Bernardez
Guadalupe 98610, Zac, Mexico
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 20, 2014
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.[ ]
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid 0MB control number.
1 NAME OF REPORTING PERSON:
Mr. Piero Sutti-Keyser – Chief Executive Officer & Director of First Colombia Gold Corp.
Mr. Gordan Sredl – Director of First Colombia Gold Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
3 SEC USE ONLY
4 SOURCE OF FUNDSOO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mr. Piero Sutti-Keyser – Mexico; Mr. Gordan Sredl - Mexico
| | | PIERO SUTTI-KEYSER | GORDAN SREDL |
| | | | |
| | 7. Sole Voting Power | 100,000 – Common | 0 – Common |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH | | 4,545,600 – Class A Preferred(1) | 4,000,000 – Class A Preferred (1) |
| | | |
| 8. Shared Voting Power (2) | 1,000,000 – Class B Preferred (3) | 1,000,000 – Class B Preferred (3) |
| | | |
| 9. Sole Dispositive Power | 100,000 – Common | 0 – Common |
| | 4,545,600 – Class A Preferred | 4,000,000 – Class A Preferred |
| | | |
| | 10. Shared Dispositive Power (2) | 1,000,000 – Class B Preferred | 1,000,000 – Class B Preferred |
| | | | |
| (1) Each share of Class A Preffered Stock has the voting equivalent of 2 shares of common stock. Mr. Sutti-Keyser Series Class A Preferred Shares are equal to 9,091,200 shares of common stock and Mr. Sredl’s Class A Preferred Shares are equal to 8,000,000 shares of common stock. |
| (2) On January 20, 2014, Mr. Piero Sutti-Keyser and Mr. Gordan Sredl entered into a Voting Agreement which provides that at any vote of the common stockholders during the time in which they hold shares of the Class B Preferred that they shall vote the shares of the Class B Preferred, held by them individually, collectively to ensure that persons designated by themselves shall be elected to the Company’s Board of Directors through the control of the common stock through the voting majority preference of the Class B Preferred Shares. |
| (3) The Class B Preferred Shares are lower in rank to the Class A Preferred Shares, but senior in rank to the Company’s common shares. The Class B Preferred Shares have a voting equivalent approximately 60% of the issued and outstanding common stock. |
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Piero Sutti-Keyser - 100,000 shares of common stock; 4,545,600 shares of Class A Preferred, 1,000,000 shares of Class B Preferred
Gordan Sredl – 0 shares of common stock, 4,000,000 shares of Class A Preferred, 1,000,000 shares of Class B Preferred
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Piero Sutti-Keyser - <0.01% common stock, 11.14% Class A Preferred, 50% Class B Preferred
Gordan Sredl – 0% common stock, 9.8% Class A Preferred, 50% Class B Preferred
14 TYPE OF REPORTING PERSON
Piero Sutti-Keyser – IN ; Gordan Sredl - IN
ITEM 1. SECURITY AND ISSUES.
This statement on Schedule 13D relates to shares of $0.00001 par value Common Stock, shares of $0.001 par value Class A Preferred Stock, and $0.001 par value of Class B Preferred Stock of First Colombia Gold Corp., a Nevada Corporation. The address of its principal office is Paseo de Bernardez #59, Fracc, Lomas de Bernardez, Guadalupe 98610, Zac, Mexico.
.
ITEM 2. IDENTITY AND BACKGROUND.
a) This statement on Schedule 13D is being filed on behalf of Piero Sutti-Keyser, an individual. The address of Mr. Piero Sutti-Keyser is c/o First Colombia Gold Corp., Paseo de Bernardez #59, Fracc, Lomas de Bernardez, Guadalupe 98610, Zac, Mexico.
Mr. Piero Sutti-Keyser was appointed to serve as a member of the board of directors of First Colombia Gold Corp. in October 2011 and has served as Chief Executive Officer and Principal Executive Officer since February 24, 2012.
Mr. Piero Sutti-Keyser has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
Mr. Piero Sutti-Keyser has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Mr. Piero Sutti-Keyser is a citizen of Mexico.
b) This statement on Schedule 13D is being filed on behalf of Gordan Sredl, an individual. The address of Mr. Gordan Sredl is c/o First Colombia Gold Corp., Paseo de Bernardez #59, Fracc, Lomas de Bernardez, Guadalupe 98610, Zac, Mexico
Mr. Gordan Sredl was appointed to serve as a member of the board of directors of First Colombia Gold Corp. on February 24, 2012.
Mr. Gordan Sredl has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
Mr. Gordan Sredl has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Mr. Gordan Sredl is a citizen of Croatia..
ITEM 3. SOURCE OF FUNDS OR OTHER CONSIDERATION.
On January 20, 2014, First Colombia Gold Corp. issued 2,000,000 shares of its Class B Preferred Stock in exchange for the settlement of debt of approximately $20,000. Mr. Piero Sutti-Keyser received 1,000,000 Class B Preferred shares and Mr. Gordan Sredl received 1,000,000 Class B Preferred shares. Mr. Peiro Sutti-Keyser is the Chief Executive Officer and Director of First Colombia Gold Corp. Mr. Sredl is a Director of First Colombia Gold Corp.
ITEM 4. PURPOSE OF THE TRANSACTION.
Mr. Piero Sutti-Keyser and Mr. Gordan Sredl are direct holders of the shares of the Company and as such have the ability to vote the shares. In addition, Mr. Piero Sutti-Keyser is CEO and Director and Mr. Gordan Sredl is a Director, as such they influence the following corporate activities:
| a) | The acquisition by any person of additional securities of First Colombia Gold Corp.; |
| b) | An extraordinary corporate transaction, such as a merger, reorganization or acquisition, involving First Colombia Gold Corp. First Colombia Gold Corp intends to amend its Articles of Incorporation to affect a reverse split of 1 new share of common stock for every 500 old shares of common stock.; |
| c) | A sale or transfer of a material amount of assets of First Colombia Gold Corp. or any of its subsidiaries; |
| d) | A change in the present board of directors or management of First Colombia Gold Corp. including any plans or proposals to change the number of term or directors or to fill any existing vacancies on the board; |
| e) | A material change in the present capitalization of First Colombia Gold Corp.; |
| f) | Any other material change in First Colombia Gold Corp.’s business or corporate structure; |
| g) | Changes in First Colombia Gold Corp.’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of First Colombia Gold Corp. by any person; |
| j) | Any action similar to any of those enumerated above. |
The Reporting Person(s) may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The percentage of outstanding shares of First Colombia Gold Corp.’s common stock reported below is based on the statement that as of January __, 2014 there were 579,04,243 shares of First Colombia Gold Corp.’s common stock issued and outstanding.
a)
(1) Mr. Piero Sutti-Keyser beneficially owns or may be deemed to beneficially own shares of First Colombia Gold Corp.’s common stock as follows:
No. of Shares % of Class
----------------- -------------
Common Shares 100,000 <0.01%
----------------- -------------
100,000 <0.01%
No. of Shares % of Class
----------------- -------------
Class A Preferred (1) 4,545,600 11.14%
----------------- -------------
4,545,600 11.14%
No. of Shares % of Class
----------------- -------------
Class B Preferred (3,2) 1,000,000 50%
----------------- -------------
1,000,000 50%
_________________
| (1) | Mr. Sutti-Keyser holds a total of 4,545,600 shares of Class A Preferred with a voting equivalent of 9,091,200 shares of common stock. |
| (2) | The Class B Preferred Shares are lower in rank to the Class A Preferred Shares, but senior in rank to the Company’s common shares. The Class B Preferred Shares, as a group, have a voting equivalent of approximately 60% of the issued and outstanding common stock. |
| (3) | On January 20, 2014, Mr. Sutti-Keyser and Mr. Sredl entered into a Voting Agreement which provides that at any vote of the common stockholders during the time in which they hold shares of the Class B Preferred that they shall vote the shares of the Class B Preferred, held by them individually, collectively to ensure that persons designated by themselves shall be elected to the Company’s Board of Directors through the control of the common stock through the voting majority preference of the Class B Preferred Shares. |
(2) Mr. Gordan Sredl beneficially owns or may be deemed to beneficially own shares of First Colombia Gold Corp.’s common stock as follows:
No. of Shares % of Class
----------------- -------------
Common Shares 0 0%
----------------- -------------
0 0%
No. of Shares % of Class
----------------- -------------
Class A Preferred (1) 4,000,000 9.8%
----------------- -------------
4,000,000 9.8%
No. of Shares % of Class
----------------- -------------
Class B Preferred (2,3) 1,000,000 50%
----------------- -------------
1,000,000 50%
________________
| (1) | Mr. Sredl holds a total of 4,000,000 shares of Class A Preferred with a voting equivalent of 8,000,000 shares of common stock. |
| (2) | The Class B Preferred Shares are lower in rank to the Class A Preferred Shares, but senior in rank to the Company’s common shares. The Class B Preferred Shares, as a group, have a voting equivalent of approximately 60% of the issued and outstanding common stock. |
| (3) | On January 20, 2014, Mr. Sutti-Keyser and Mr. Sredl entered into a Voting Agreement which provides that at any vote of the common stockholders during the time in which they hold shares of the Class B Preferred that they shall vote the shares of the Class B Preferred, held by them individually, collectively to ensure that persons designated by themselves shall be elected to the Company’s Board of Directors through the control of the common stock through the voting majority preference of the Class B Preferred Shares. |
b) For information regarding the number of shares of First Colombia Gold Corp.’s common stock to which Mr. Piero Sutti-Keyser and Mr. Gordan Sredl hold or may be deemed to hold, reference is made to items (7) - (12) of the cover page for this statement on Schedule 13D.
c) Other than as set forth herein, there have been no other transactions in shares of First Colombia Gold Corp.’s common stock effected by Mr. Piero Sutti-Keyser or Mr. Gordan Sredl during the past 60 days.
d) Not applicable.
e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Mr. Piero Sutti-Keyser and Mr. Gordan Sredl have no other contracts, arrangements, understandings or relationships (legal or otherwise) with other persons with respect to the securities of First Colombia Gold Corp., other than as described in this statement on Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
| 10.1 | Statement of Piero Sutti-Keyser and Gordan Sredl as to the joint filing of Schedule 13D, dated January 20, 2014. |
| 10.2 | Voting Agreement between Piero Sutti-Keyser, Gordan Sredl and First Colombia Gold Corp. dated January 20, 2014 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 24, 2014
PIERO SUTTI-KEYSER
/s/ Piero Sutti-Keyser
Piero Sutti-Keyser, Individually
GORDAN SREDL
/s/ Gordan Sredl
Gordan Sredl, Individually
