UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(Mark
One)





x QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the
quarterly period ended September 30,
2010.


or





 ̈ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
transition period from _______________________ to
___________________________





Commission
File Number:  000-32735





COLOMBIA
CLEAN POWER & FUELS, INC.


(Exact
name of registrant as specified in its charter)





Nevada
              
              87-0567033(State
      or other jurisdiction of incorporation or
                organization)
              
              (I.R.S.
      Employer Identification No.)4265
      San Felipe Street, Suite 1100, Houston, Texas
              
              77027(Address
      of principal executive offices)
              
              (Zip
      Code)





(832)
327-7417


(Registrant’s
telephone number, including area code)





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





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


Yes  ̈  No  ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer  ̈
              Accelerated
      filer  ̈Non-accelerated
      filer  ̈
              Smaller
      reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


 ̈  Yes  x No





Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 20,340,001 shares of common stock, par
value $.001 per share, were outstanding as of November 11,
2010.





COLOMBIA
CLEAN POWER & FUELS, INC.


FORM
10-Q


SEPTEMBER
30, 2010





INDEX




PagePART
      I-FINANCIAL INFORMATIONItem
      1. Financial Statements
                  
                  3Condensed
      Consolidated Balance  Sheets as of September 30, 2010
      (Unaudited) and December 31, 2009
                  
                  3Condensed
      Consolidated Statements of Operations and Comprehensive Loss for the Three
      Months Ended September 30, 2010 and 2009 and for the Nine Months Ended
      September 20, 2010 and 2009 and From Inception on November 6, 1996
      through September 30, 2010 (Unaudited)
                  
                  4Condensed
      Consolidated Statements of Cash Flows for the Nine Months Ended September
      30, 2010 and 2009 and From Inception on November 6, 1996 through September
      30, 2010 (Unaudited)
                  
                  5Notes
      to Condensed Consolidated Financial Statements (Unaudited)
                  
                  6Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
                  
                  13Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
                  
                  15Item
      4. Controls and Procedures
                  
                  15PART
      II - OTHER INFORMATIONItem
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                  
                  15Item
      6. Exhibits
                  
                  15Signatures
                  
                  16


2


PART
I.


Financial
Information




Item
1. Financial Statements




COLOMBIA
CLEAN POWER & FUELS, INC.


(AN
EXPLORATION STAGE COMPANY)


CONDENSED
BALANCE SHEETS


(unaudited)




September 30, 2010
                            
                            
                            December 31, 2009
                            (1)ASSETSCurrent
      AssetsCash
      and Cash Equivalents
                            
                            $
                            861,655
                            
                            
                            $
                            89Other
      Current Assets
                            
                            
                            163,540
                            
                            
                            
                            -Total
      Current Assets
                            
                            
                            1,025,195
                            
                            
                            $
                            89Property
      and EquipmentMining
      Concession
                            
                            
                            263,767
                            
                            
                            
                            -Other
      Assets
                            
                            
                            68,886
                            
                            
                            
                            -TOTAL
      ASSETS
                            
                            $
                            1,357,848
                            
                            
                            $
                            89LIABILITIES
      & STOCKHOLDERS' DEFICITLiabilitiesCurrent
      LiabilitiesAccounts
      Payable and Accrued Liabilities
                            
                            $
                            241,773
                            
                            
                            
                            6,681Accrued
      Interest Related Party
                            
                            
                            -
                            
                            
                            
                            1,339Loans
      from Officers & Directors
                            
                            
                            5,100
                            
                            
                            
                            117,000Total
      Current Liabilities
                            
                            
                            246,873
                            
                            
                            
                            125,020Long
      Term LiabilitiesConvertible
      Notes - Related Party
                            
                            
                            -
                            
                            
                            
                            5,000Convertible
      Notes Payable (Net of Issuance Discount)
                            
                            
                            1,607,617
                            
                            
                            
                            -Accrued
      Interest on Convertible Notes Payable
                            
                            
                            21,137
                            
                            
                            
                            -Total
      Long Term Liabilities
                            
                            
                            1,628,754
                            
                            
                            
                            5,000Total
      Liabilities
                            
                            
                            1,875,626
                            
                            
                            
                            130,020Commitments
      and ContingenciesStockholders'
      DeficitPreferred
      stock, $.001 par value, 5,000,000 shares authorized,  no shares
      issued and outstanding
                            
                            
                            -
                            
                            
                            
                            -Common
      Stock, $.001 par value, 100,000,000 shares authorized,  20,280,001
      shares and 1,120,000 shares issued and outstanding,
      respectively
                            
                            
                            20,280
                            
                            
                            
                            1,120Additional
      Paid in Capital
                            
                            
                            533,664
                            
                            
                            
                            94,556Deficit
      Accumulated during the Exploration Stage
                            
                            
                            (1,069,260
                            )
                            
                            
                            (225,607
                            )Other
      Comprehensive Loss
                            
                            
                            (2,462
                            )
                            
                            
                            -Total
      Stockholders' Deficit
                            
                            
                            (517,778
                            )
                            
                            
                            (129,931
                            )TOTAL
      LIABILITIES & STOCKHOLDERS' DEFICIT
                            
                            $
                            1,357,848
                            
                            
                            $
                            89





(1)
Derived from the audited financial statements at December 31,
2009.


3


COLOMBIA
CLEAN POWER & FUELS, INC.


(AN
EXPLORATION STAGE COMPANY)


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS


(Unaudited)




For the Three
                      
                      
                      For the Nine
                      
                      
                      From Inception onMonths Ended
                      
                      
                      Months Ended
                      
                      
                      Nov. 6, 1996September30,
                      
                      
                      September30,
                      
                      
                      throughSeptember30,2010
                      
                      
                      2009
                      
                      
                      2010
                      
                      
                      2009
                      
                      
                      2010Revenue
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      3,560ExpensesDepreciation
      and Amortization
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      4,174General
      and Administrative
                      
                      
                      698,978
                      
                      
                      
                      2,066
                      
                      
                      
                      818,242
                      
                      
                      
                      12,817
                      
                      
                      
                      984,103Research
      and Development
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      15,674Impairment
      of Long - Lived Assets
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      21,285Total
      Expenses
                      
                      
                      698,978
                      
                      
                      
                      2,066
                      
                      
                      
                      818,242
                      
                      
                      
                      12,817
                      
                      
                      
                      1,025,236Loss
      Before Other Income (Expense)
                      
                      
                      (698,978
                      )
                      
                      
                      (2,066
                      )
                      
                      
                      (818,242
                      )
                      
                      
                      (12,817
                      )
                      
                      
                      (1,021,676
                      )Other
      Income (Expense)Interest
      Expense, net
                      
                      
                      (19,848
                      )
                      
                      
                      (2,391
                      )
                      
                      
                      (25,411
                      )
                      
                      
                      (6,848
                      )
                      
                      
                      (51,460
                      )Gain
      on Settlement of Debt
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      4,097Total
      Other Income (Expense)
                      
                      
                      (19,848
                      )
                      
                      
                      (2,391
                      )
                      
                      
                      (25,411
                      )
                      
                      
                      (6,848
                      )
                      
                      
                      (47,363
                      )Loss
      Before Income Taxes
                      
                      
                      (718,825
                      )
                      
                      
                      (4,457
                      )
                      
                      
                      (843,653
                      )
                      
                      
                      (19,665
                      )
                      
                      
                      (1,069,039
                      )Current
      Tax Expense
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Deferred
      Tax Expense
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Net
      loss before cumulative effect of change in accounting
      principles
                      
                      
                      (718,825
                      )
                      
                      
                      (4,457
                      )
                      
                      
                      (843,653
                      )
                      
                      
                      (19,665
                      )
                      
                      
                      (1,069,039
                      )Cumulative
      Effect of Change in accounting principles
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (221
                      )Net
      Loss
                      
                      
                      (718,825
                      )
                      
                      
                      (4,457
                      )
                      
                      
                      (843,653
                      )
                      
                      
                      (19,665
                      )
                      
                      
                      (1,069,260
                      )Other
      Comprehensive LossLoss on
      Foreign Currency Translation
                      
                      
                      (3,786
                      )
                      
                      
                      -
                      
                      
                      
                      (2,462
                      )
                      
                      
                      -
                      
                      
                      
                      (2,462
                      )Total
      Comprehensive Loss
                      
                      $
                      (722,611
                      )
                      
                      $
                      (4,457
                      )
                      
                      $
                      (846,115
                      )
                      
                      $
                      (19,665
                      )
                      
                      $
                      (1,071,722
                      )Basic
      and Diluted Loss per Common Share
                      
                      $
                      (0.04
                      )
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.07
                      )
                      
                      $
                      (0.02
                      )Weighted
      Average Common Shares
                      
                      
                      20,280,001
                      
                      
                      
                      1,120,000
                      
                      
                      
                      11,366,740
                      
                      
                      
                      1,120,000


4


COLOMBIA
CLEAN POWER & FUELS, INC.


(AN
EXPLORATION STAGE COMPANY)


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)


For
      the Nine Months Ended
                            September
      30,
                          
                          
                          From
      Inception on
                            November
      6, 1996
                            through2010
                          
                          
                          2009
                          
                          
                          September
      30, 2010Cash
      flows from operating activities:Net
      loss
                          
                          $
                          (843,653
                          )
                          
                          $
                          (19,665
                          )
                          
                          $
                          (1,069,260
                          )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Stock
      compensation cost
                          
                          
                          26,253
                          
                          
                          
                          -
                          
                          
                          
                          26,253Amortization
      of discount on note payable
                          
                          
                          1,833
                          
                          
                          
                          -
                          
                          
                          
                          1,833Depreciation
      and amortization
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          4,174Loss
      on impairment of long-lived assets
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          21,285Effect
      of change in accounting principle
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          221Gain
      on settlement of debt
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (4,097
                          )Changes
      in assets and liabilities:Other
      current assets
                          
                          
                          460
                          
                          
                          
                          300
                          
                          
                          
                          460Other
      assets
                          
                          
                          (68,886
                          )
                          
                          
                          -
                          
                          
                          
                          (68,886
                          )Accounts
      payable and accrued liabilities
                          
                          
                          235,192
                          
                          
                          
                          4,464
                          
                          
                          
                          273,235Accrued
      Interest
                          
                          
                          21,138
                          
                          
                          
                          -
                          
                          
                          
                          21,138Net
      cash used in operating activities
                          
                          
                          (627,663
                          )
                          
                          
                          (14,901
                          )
                          
                          
                          (793,644
                          )Cash
      flows from investing activities:Increase
      in property and equipment
                          
                          
                          (263,767
                          )
                          
                          
                          -
                          
                          
                          
                          (265,509
                          )Increase
      in other assets
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (23,938
                          )Net
      cash used in investing activities
                          
                          
                          (263,767
                          )
                          
                          
                          -
                          
                          
                          
                          (289,447
                          )Cash
      flows from financing activities:Net
      proceeds from issuance of convertible notes payable
                          
                          
                          1,726,000
                          
                          
                          
                          -
                          
                          
                          
                          1,746,000Net
      proceeds from issuance of common stock
                          
                          
                          100,000
                          
                          
                          
                          -
                          
                          
                          
                          154,750Advances
      from officers, directors and shareholders
                          
                          
                          (70,542
                          )
                          
                          
                          14,500
                          
                          
                          
                          46,458Net
      cash provided by financing activities
                          
                          
                          1,755,458
                          
                          
                          
                          14,500
                          
                          
                          
                          1,947,208Effect
      of exchange rate currency changes on cash and cash
    equivalents
                          
                          
                          (2,462
                          )
                          
                          
                          -
                          
                          
                          
                          (2,462
                          )Net
      increase in cash and cash equivalents
                          
                          
                          861,566
                          
                          
                          
                          (401
                          )
                          
                          
                          861,655Cash
      and cash equivalents at beginning of period
                          
                          
                          89
                          
                          
                          
                          809
                          
                          
                          
                          -Cash
      and cash equivalents at end of period
                          
                          $
                          861,655
                          
                          
                          $
                          408
                          
                          
                          $
                          861,655Supplemental
      disclosure of noncash financing activities:Issuance
      of stock warrants in connection with debt
                          
                          $
                          284,217
                          
                          
                          $
                          -
                          
                          
                          $
                          284,217Issuance
      of common stock in connection with conversion of note
    payable
                          
                          $
                          6,439
                          
                          
                          $
                          -
                          
                          
                          $
                          6,439Extinguishment
      of payable to a related party
                          
                          $
                          38,853
                          
                          
                          $
                          -
                          
                          
                          $
                          38,853


5


COLOMBIA
CLEAN POWER & FUELS, INC. AND SUBSIDIARIES


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




1. 
         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND
ORGANIZATION




Overview




Colombia
Clean Power & Fuels, Inc. (the “Company”) is an exploration stage company
engaged in the business of acquiring and developing coal mining assets, and the
mining and sale of coal, coke and coal by-products using traditional and clean
coal technologies, initially in Colombia, South America.  The Company
anticipates that its initial operations will include the mining of
high-grade, metallurgical coal and coal coking, and that, within the next
several years, its operations will include power generation and alternative
energy production, such as coal gasification and coal-to-liquids.  The
Company adopted its new operating strategy based on the size of the Colombia
coal market and opportunities it has identified to acquire substantial coal
resources and to build mines in Colombia.




The
Company’s current operations are focused on exploration and development
activities.  The Company has retained leading engineering and geological
services firms in the U.S. and Colombia to conduct exploration work in selected
concessions either acquired or under consideration for acquisition by the
Company.  The Company’s team of executives, advisors and partners is
comprised of experienced entrepreneurs and business professionals in the U.S.,
Colombia and China that have a broad breadth of experience in coal mining and
clean coal technologies and substantial industry relationships.





Through a
wholly-owned subsidiary, the Company owns 100% of Energia Andina Santander
Resources S.A.S., a Colombian company established to acquire and develop coal
concessions.  Energia Andina Santander Resources S.A.S. has established a
corporate office in Bogota and is in the process of recruiting its team of
operations, technical, financial, logistics, mining and marketing employees and
consultants.


The focus
of the Company since adopting its business strategy has been on (i)
acquiring coal concessions in the Santander region of Colombia, (ii)
expanding the Comapny’s technical and operational team in Colombia,
and (iii) developing strategic partnerships and potential joint ventures for the
extraction, processing and sale of coal and coal-based energy
products.  To date, the Company has entered into agreements
for the acquisition of three concessions totaling 17,481 acres.  The
Company has identified additional concessions available for purchase from
private parties and is in the process of applying for concessions directly
from the Colombian government.  The Company
has commenced its mining exploration program on lands under the
Company’s control and has also entered into discussions with landholders,
equipment providers and contractors in anticipation of its planned
development of state-of-the art coal processing facilities and facilities for
the production of clean coal fuels.




History
and Basis of Reporting




The
accompanying unaudited consolidated financial statements should be read in
conjunction with the Company's audited financial statements and accompanying
notes in the Company's Annual Report on Form 10-K for the year ended December
31, 2009 filed with the U.S. Securities and Exchange Commission (“SEC”) on
February 24, 2010. The accompanying (a) balance sheet as of December 31, 2009,
which has been derived from audited financial statements, and (b) unaudited
consolidated financial statements have been prepared pursuant to SEC Rule 10-01
of Regulation S-X.  As a result, while the Company believes the disclosures
made are adequate to make the information not misleading, certain information
and note disclosures normally included in audited financial statements prepared
in accordance with generally accepted accounting principles in the United States
of America (“GAAP”) have been condensed or omitted pursuant to those rules and
regulations.




The
unaudited results of operations for the interim periods shown in these financial
statements are not necessarily indicative of operating results for the entire
year. In the opinion of management, the accompanying unaudited consolidated
financial statements recognize all adjustments of a normal recurring nature
considered necessary to fairly state the Company’s consolidated financial
position as of September 30, 2010, and its consolidated results of operations
and comprehensive loss, and cash flows for the three months and nine months
ended September 30, 2010.




The
consolidated financial statements have been prepared in accordance with GAAP
applicable to a going concern. Except as otherwise disclosed, these principles
assume that assets will be realized and liabilities will be discharged in the
ordinary course of business.




The
Company was incorporated in the State of Nevada on November 6, 1996 under the
name “Freedom Resources Enterprises, Inc.” to engage in the business of
self-help publications and workshops.  Between November 1996 and September
2005, the Company generated only minimal revenues, and in October 2005, the
Company ceased all business operations.  From October 2005 to early May
2010, the Company did not engage in any business activities.  Prior to this
period, the Company’s management had been evaluating potential business
opportunities that might be available to the Company to preserve its
shareholder’s investment in its common shares.


6


On May 6,
2010, the Company entered into a subscription agreement (the “Subscription
Agreement”) with LIFE Power & Fuels, LLC (“LIFE”), pursuant to which it
issued to LIFE 47,700,000 shares of its common stock, which shares represented
approximately 94.1% of its issued and outstanding shares of common stock at such
time, elected one new director to its board of directors and changed its
management team.  Concurrently with the closing of the transactions
contemplated by the Subscription Agreement, the Company ceased to be a shell
company, as defined in Rule 12b-2 of the Exchange Act, and adopted a new plan of
operations. See Note 2. Subsequently, LIFE sold approximately 11,700,000 shares
of the Company's common stock to certain related parties. As of September 30,
2010, LIFE owned approximately 71.1% of the outstanding shares of the
Company.




On July
28, 2010, the Company effected a reverse stock split of two shares for
every five shares of common stock outstanding. Accordingly,
outstanding shares of common stock and stock options were adjusted to account
for the effects of the reverse stock split.




Effective
July 28, 2010, the Company changed its name from Freedom Resources Enterprises,
Inc. to “Colombia Clean Power & Fuels, Inc.”




Principles
of Consolidation




The
accompanying consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All significant intercompany accounts
and transactions have been eliminated in consolidation.




Use
of Estimates




The
preparation of the financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amount of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.




Concentrations
and Risks




Substantially
all of the Company's assets are located in the USA and in Colombia.




Cash
and Cash Equivalents




The
Company considers all highly-liquid investments with maturities of three months
or less at the date of purchase to be cash equivalents.




Fair
Value of Financial Instruments





The
Company’s financial instruments include cash and cash equivalents and
convertible notes payable. The Company believes its financial instruments
approximate their fair values due to their short-term maturities or the nature
and terms of the notes.





Debit
Issuance Costs





Debit
issuance costs include direct expenses incurred as a result of the
Company’s Note financing (see Note 4).  Placement agent fees and other
direct costs incurred in this transaction were paid immediately but are
amortized over the life of the Notes using the effective-interest method.




Property
and Equipment - Mining Concession




Property
and Equipment consists of mining concessions costs, which are recorded at cost
as incurred. These costs will be amoritized using the units-of-production method
over the estimated recoverable reserves.


7


Derivative
Instruments




The
Company does not utilize derivative or hedge instruments in its financing
activities.




Foreign
Currency Translation




The
Company and its wholly-owned British Virgin Islands subsidiary, Energia Andina
Santander Ltd., maintain accounting records using U.S. dollars. Energia Andina
Santander Resources S.A.S., the Company’s Colombian subsidiary, maintains
accounting records using the Colombian Peso.




Foreign
currency transactions during the year are translated to their functional
currencies at the approximate rates of exchange on the dates of
transactions.  Monetary assets and liabilities denominated in foreign
currencies at the balance sheet date are translated at the approximate rates of
exchange at that date.  Non-monetary assets and liabilities are translated
at the rates of exchange prevailing at the time the asset or liability was
acquired.  Exchange gains or losses are recorded in the statement of
operations.




The
financial statements of Energia Andina Santander Resources S.A.S. are translated
into U.S. dollars using the closing rate method.  The balance sheet items
are translated into U.S. dollars using the exchange rates at the respective
balance sheet dates.  The capital account is translated at the historical
exchange rate prevailing at the time of the transactions while income and
expenses items are translated at the average exchange rate for the period. 
All exchange differences are recorded as currency translation adjustment within
the “stockholder’s equity (deficit).”




Comprehensive
Income (loss)




The
foreign currency translation gain or loss resulting from the translation of the
financial statements expressed in Pesos to U.S. dollars is reported as currency
translation adjustment in the statements of operations and comprehensive loss
and stockholders’ equity (deficit).





Earnings
(Loss) Per Share




Earnings
(loss) per share are presented in accordance with the provisions of the
Financial Accounting Standards Board ("FASB") Accounting Standards
Codification ("ASC") 260, “Earnings Per Share.” 
ASC 260 requires presentation of basic and diluted earnings per share in
conjunction with the disclosure of the methodology used in computing such
earnings per share. Basic earnings per share excludes dilution and is computed
by dividing income available to common stockholders by the weighted average
common shares outstanding during the period. Diluted earnings per share takes
into account the potential dilution that could occur if securities or other
contracts to issue common stock were exercised and converted into common stock
using the treasury method.




As of
September 30, 2010, the Company had stock warrants and stock options exercisable
to purchase, and convertible notes that were convertible into, an
aggregate of 2,252,000 shares of common stock that were considered
anti-dilutive because of a net loss during the three months and nine
months ended September 30, 2010 and 2009. See Note 5.




Earnings
(loss) per share are reflective of a two-for-five reverse stock split that
occurred on July 28, 2010. Per ASC 260, if the number of common shares
outstanding decreases as a result of a reverse stock split, the computations of
basic and diluted earnings per share shall be adjusted retroactively
for all periods presented to reflect that change in capital
structure.


8


Segments




The
Company operates in one business segment.




Reclassification





Certain
balances in the prior period financial statements were reclassified to conform
to the current period presentation.




2. 
        PRIVATE PLACEMENT





On May 6,
2010, the Company entered into a Subscription Agreement with LIFE. 
Pursuant to the Subscription Agreement, the Company sold an aggregate of
47,700,000 shares (the “Shares”) of its common stock to LIFE for an aggregate
purchase price of $100,000, which funds were used to eliminate the Company’s
then- current liabilities.  The Shares (19,080,000 shares post reverse
stock split) represented 94.1% of the Company’s issued and outstanding
shares of common stock immediately following the transaction, and the
transaction resulted in a change in control of the Company.




At the
closing, Neil Christiansen resigned as the Company’s President, effective
immediately, and Edward P. Mooney was appointed the Company’s President and
Chief Executive Officer and as a member of the Company’s board of
directors.  At the closing, Daniel F. Carlson was also appointed the
Company’s Chief Financial Officer, Secretary and Treasurer.





Simultaneous
with the closing of the Subscription Agreement, the following transactions
occurred to reflect the payment of $100,000 of the purchase price to reduce the
Company’s liabilities as follows:  $10,664 to pay accounts payable; $8,689
to pay expenses incurred subsequent to March 31, 2010; and $80,647 to pay
advances to related parties.  Related parties forgave $38,853 of loans due
to them, which has been recorded as a capital contribution.





Also
simultaneous with the closing of the Subscription Agreement, the Company issued
200,000 shares of its common stock upon conversion of a note payable in the
amount of $5,000 and related accrued interest of $1,439.





Subsequent
to the above-referenced transactions, the Company had 50,700,000 shares
outstanding prior to the reverse split on July 28, 2010. As of September 30,
2010, the adjusted shares outstanding were 20,280,001.





3. 
        CURRENT LIABILITIES




Accounts
Payable and Accrued Liabilities




Accounts
payable and accrued liabilities of $246,873 existed at September 30, 2010. 
This amount represented mainly professional fees incurred during July,
August and September, 2010 to mining engineers, accountants and
financial professionals, and management fees payable to LIFE.




4. 
        CONVERTIBLE NOTES PAYABLE




Notes
Payable





On or
prior to September 30, 2010, in multiple closings, the Company issued $1,890,000
aggregate principal amount of 10% convertible promissory notes (the
“Notes”) to accredited investors in a private placement transaction.  The
proceeds of the Note offering are being used to fund exploration-stage
activities of the Company, including the identification and analysis
of and negotiation for coal resources in Colombia that meet the Company’s
criteria for mining, processing and export potential.




9


This
offering was exempt from registration pursuant to Section 4(2) of the Securities
and Exchange Act of 1933, as amended, and Regulation D promulgated
thereunder.  The Notes accrue interest at an annual rate of 10%. 
Principal and interest are due on June 30, 2012.  The Notes can be
converted at any time into common stock at a rate equal to $2.50 of principal
for each share of common stock.  At the closings of the Note issuance, the
Company issued to the Note investors five-year warrants to purchase an aggregate
of 756,000 shares of common stock for a purchase price of $0.01 per share. 
The total number of warrants issued and outstanding as of September  30,
2010 was 756,000. The discount on Notes Payable of $284,217 reflects the
Black-Scholes Fair Market Value of these warrants, which was also reflected as
an increase in Additional Paid in Capital.  The discount on Notes
Payable is amortized over the life of the Notes and appears in the Statement of
Operations and Comprehensive Loss as an interest expense. The balance of the
notes payable was $1,607,617, net of unamoritized discount of $282,383, as of
September 30, 2010.








5.          EARNINGS
(LOSS) PER SHARE




The
elements for calculation of earnings (loss) per share for the three and nine
months ended September 30, 2010 and 2009 were as follows:




Three Months Ended
                                              September 30
                                            
                                            
                                            Nine Months Ended
                                              September 302010
                                            
                                            
                                            2009
                                            
                                            
                                            2010
                                            
                                            
                                            2009Net
      loss
                                            
                                            $
                                            (718,825
                                            )
                                            
                                            $
                                            (4,457
                                            )
                                            
                                            $
                                            (843,653
                                            )
                                            
                                            $
                                            (19,665
                                            )Weighted
      average shares used in basic and diluted computation
                                            
                                            
                                            20,280,001
                                            
                                            
                                            
                                            1,120,000
                                            
                                            
                                            
                                            11,366,740
                                            
                                            
                                            
                                            1,120,000Loss
      per share:Basic
      and diluted
                                            
                                            $
                                            (0.04
                                            )
                                            
                                            $
                                            (0.00
                                            )
                                            
                                            $
                                            (0.07
                                            )
                                            
                                            $
                                            (0.02
                                            )




6.          STOCKHOLDERS’
EQUITY




Reverse
Stock Split





On July
28, 2010, the Company executed a reverse stock split of its common stock in
which two new shares of common stock were issued for every five shares of common
stock held as of the date of the reverse stock split. This reverse split has
been applied retrospectively in the financial statements.





Stock
Options


The
Company is seeking to recruit and retain experienced professionals from the
global energy, natural resource development and mining
industries.  The Company will seek to offer compensation that is
commensurate with the qualifications of future employees and advisors, including
the ability to offer equity participation with vesting provisions typical of
early-stage public companies.  On May 12, 2010, the Board of Directors
adopted the 2010 Equity Incentive Plan (“Incentive Plan”), The Incentive Plan
gives the Company the ability to grant stock options, stock appreciation rights
(“SARs”), restricted stock and stock bonuses (collectively, “Awards”) to
employees or consultants of the Company or of any subsidiary of the Company and
to non-employee members of the Company’s advisory board or the board of
directors of the Company or the Company’s subsidiaries.
 
 The Board
of Directors has authorized 3,300,000 shares of common stock for issuance
under the Incentive Plan. In the event of any change in the number of shares of
Company common stock outstanding by reason of any stock dividend or split,
reverse stock split, recapitalization, merger, consolidation, combination or
exchange of shares or similar corporate change, the maximum number of
shares of common stock with respect to which the Board of Directors may grant
awards, appropriate adjustments will be made to the shares subject to the
Incentive Plan and to any outstanding Awards. Shares available for Awards under
the Incentive Plan may be either newly-issued shares or treasury shares. If an
Award or portion thereof shall expire or terminate for any reason without having
been exercised in full, the unexercised shares covered by such Award shall be
available for future grants of Awards under the Incentive Plan.
  On May
28, 2010, the Company granted options to purchase an aggregate of
740,000 shares of common stock to an independent board member and
various consultants to the Company. The options granted have a five-year term
and a strike price of $0.05 per share, with the exception of the options
granted to CleanTech IR, which options have a strike price of $0.01 per
share.
  10


The
following table sets forth the number of options granted and
outstanding and the weighted average exercise price:
  Number
      of shares subject to
                option
      2010
              
              
              Weighted
      average exercise priceOutstanding
      beginning balance
              
              
              0
              
              
              
              -Granted
      during the period
              
              
              740,000
              
              
              $
              0.1125Forfeited/Canceled/Expired
      during the period
              
              
              0
              
              
              
              -Exercised
      during the period
              
              
              0
              
              
              
              -Outstanding
      at end of period
              
              
              740,000
              
              
              $
              0.1125Exercisable
      at end of period
              
              
              275,000
              
              
              $
              0.111
  The
aggregate grant date fair value of stock option awards granted were determined
in accordance with ASC Topic 718. The Company uses the Black-Scholes
Options Pricing Model (Black-Scholes) to estimate fair value of its stock-based
awards.  Black-Scholes requires various judgmental assumptions,
including estimating stock price volatility, expected option life and forfeiture
rates. If the Company had made different assumptions, the amount of its deferred
stock-based compensation, stock-based compensation expense, net loss and net
loss per share amounts could have been significantly different. The Company
believes that it has used reasonable methodologies, approaches and assumptions
to determine the fair value of its common stock and that deferred stock-based
compensation and related amortization were recorded properly for accounting
purposes. If any of the assumptions used change significantly, stock-based
compensation expense may differ materially in the future from that recorded in
the current period.
 
 With
the exception of the 100,000 stock options granted to Cleantech IR, 25% of the
options shall vest immediately on the grant date, 25% of the options vest on the
first anniversary of the grant date, and 25% of the options vest annually on
each of the next two (2) anniversaries of the initial vesting date. 40% of
the 100,000 options granted to CleanTech IR vest immediately; while the
remaining 60% will vest upon meeting the condition that is tied to the Company's
financing.  All options have a five-year term and expire on May 27, 2015.
The exercise price of the stock options is equal to the greater of $0.05 per
share or the closing price of the common stock on the grant date. The closing
bid price of the common stock on both May 28, 2010 and June 9, 2010 was $0.05
per share. The aggregate intrinsic value of the outstanding options at September
30, 2010 was $888,000.  The actual value, if any, an optionee may realize
will depend on the excess of the stock price over the exercise price on the date
the option is exercised. There is no assurance the value realized by an optionee
will be at or near the value estimated by the Black-Scholes pricing
model.
 
 Determining
Fair Value of Stock Options
 
 The fair
value of stock options granted during the three and nine months ended September
30, 2010 were determined by the Company using the methods and assumptions
discussed below. Each of these inputs is subjective and generally requires
significant judgment to determine.
 
 Valuation Method— The
Company estimates the fair value of stock options granted using the
Black-Scholes option-pricing model.
 
 Expected Term— The expected
term represents the period that the Company’s stock-based awards are expected to
be outstanding.
 
 Expected Volatility— The
expected volatility was based on the historical stock volatilities of several of
the Company’s publicly-listed
 peers as
the Company did not have a sufficient trading history to use the volatility of
its own common stock.
 
 Fair Value of Common Stock
---- The fair value of the underlying common stock will be determined
based on the last traded price for the
 Company’s
common stock as noted on the OTCBB on the grant date.
 
 Risk-Free Interest Rate— The
risk-free interest rate is based on the U.S. Treasury yield curve in effect at
the time of grant for zero
 coupon
U.S. Treasury notes with maturities approximately equal to the option’s expected
term.
 
 Expected Dividend— The
Company has never paid dividends and does not expect to pay
dividends.
 
 As of
September 30, 2010, total cost related to unvested stock-based awards granted,
but not yet recognized, was $28,181. This cost will be amortized on a
straight-line basis over a weighted-average remaining period of 2.75 years.
Total compensation expense was $8,513 and $26,253 during the three months and
nine months ended September 30, 2010, respectively. Future option grants will
increase the amount of option related expense that will be
recorded.
 
 Stock
Warrants
  The
Company has issued a total of 756,000 warrants to investors in the Notes
offering. On June 9, 2010, the Company issued warrants to purchase 200,000
shares of common stock, on August 26, 2010 the Company issued warrants to
purchase 236,000 shares, and on September 30, 2010 the Company issued warrants
to purchase 320,000 shares. All the warrants issued to investors in the Notes
offering are 5 year warrants, expiring on June 30, 2015 and have an exercise
price of $0.01.  The value of these warrants totaling $284,217 at
issuance has been accounted for in shareholder’s equity as an increase in
additional paid in capital.
 
 Determining
Fair Value of Stock Warrants
 
 The fair
value of stock warrants granted during the three and nine months ended September
30, 2010 were determined by the Company using the methods and assumptions
discussed below. Each of these inputs is subjective and generally requires
significant judgment to determine.
 
 Valuation Method— The
Company estimates the fair value of stock warrants granted using the
Black-Scholes option-pricing model.
 
 Expected Term— The expected
term represents the period that the Company’s stock-based awards are expected to
be outstanding.
 
 Expected Volatility— The
expected volatility was based on the historical stock volatilities of several of
the Company’s publicly-listed peers as the Company did not have a sufficient
trading history to use the volatility of its own common stock.
 
 Fair Value of Common Stock
---- The fair value of the underlying common stock will be determined
based on the last traded price for the Company’s common stock as noted on the
OTCBB on the grant date.
 
 Risk-Free Interest Rate— The
risk-free interest rate is based on the U.S. Treasury yield curve in effect at
the time of grant for  U.S. Treasury Notes with maturities
approximately equal to the warrants’s expected term.
 
 Expected Dividend— The
Company has never paid dividends and does not expect to pay
dividends.


7.          RELATED
PARTY TRANSACTIONS





As of the
date of this report, LIFE owns approximately 70.8% of the outstanding shares of
the Company.





On June
24, 2010, a large stockholder of the Company through his holdings in our
majority shareholder, LIFE, loaned the Company $5,000 to pay for certain
expenses related to mining concession acquisitions in
Colombia.


11


Edward P.
Mooney, the Company’s Chief Executive Officer and a Director, is the sole
Managing Member of LIFE.  Daniel F. Carlson, the Company’s Chief
Financial Officer, is Chief Financial Officer of LIFE.  Messrs. Mooney
and Carlson have entered into employment agreements with the
Company.





On August
3, 2010, the Company entered into a 3-year management and services agreement
with LIFE pursuant to which LIFE agreed to provide certain corporate, financial,
and merger and acquisition advisory services to the Company and assistance with
securing equipment leases and other equipment financing through June 30, 2013.
Under the terms of the contract, LIFE is paid a fee equal to the lesser of 1% of
gross coal sales or $2 per ton of coal sold with a minimum monthly fee of
$25,000 plus expenses. Fees payable under the contract have been accrued and
included on the balance sheet as an account payable. Total management fee
expense and fees payable to LIFE for both the three and nine month periods ended
September 30, 2010 are $155,299.




8.          Commitments
and Contingencies  On July
19, 2010, the Company entered into an agreement to purchase two coal mining
concessions (see Note 1). The transaction was completed on September 3, 2010.
Under the terms of the contract, the Company will pay to the sellers a royalty
payment of $2.00 per ton of coal extracted under the term of the
concession. The
concession agreements will expire 30 years from the date of filing with the
Colombia National Mining  Registry.  The term of the exploration phase
is three years, but can be extended for an additional two years if
necessary.  The term of the construction and set up of infrastructure is
three years after the exploration phase, but can be extended for one year. 
The term of exploitation is 24 years, but can be extended to 30
years.


The
Company is subject to certain environmental and regulatory obligations which
will require the Company to restore the mine properties after the mining has
been completed.  As a result, the Company is required to recognize an asset
retirement obligation in the the period in which the obligation is incurred in
accordance wth ASC 410, Asset Retirement and Environmental Obligation.  The
Company believes that any retirement obligation as of and for the period ended
September 30, 2010 is not material because it is still in the early exploration
stage.




9.          Recent
Accounting Pronouncements




There are no recent accounting standards updates
that have a material impact to the Company during the three and nine months
ended September 30, 2010.




10.         Subsequent
Events




In
accordance with the provisions of FASB Accounting Standards Codification 855,
Subsequent Events,
management evaluated all material events occurring subsequent to the balance
sheet date through the time of filing of this Form 10-Q for events requiring
disclosure or recognition in the Company’s consolidated financial statements.
Management determined there was one event that merited disclosure, the details
of which are below.





On
October 20, 2010, the Company, through its wholly-owned subsidiary, Energia
Andina Santander Resources SAS (“Energia”), entered into an agreement (the
“Assignment Agreement”) with Jose Alfonso Tamara Osorio ( the “Assignor”) for
the assignment to Energia of all of the Assignor’s rights and obligations under
a mining concession contract (file No. FLG – 092) (the “Concession”) for the
exploration and exploitation of coal deposits on an aggregate of approximately
4,400 hectares (10,873 acres) of land located in the Department of Santander,
Colombia, in consideration for an aggregate payment of $1,515,000.





The
aggregate purchase price was or will be paid as follows:





(i)
            $55,000 was paid on execution of
      the Assignment Agreement;





(ii)
            $40,000 was paid on October 27,
      2010;





(iii)
            $220,000 will be paid on the date
      the assigned rights are registered with the Colombian National Mining
      Register; and





(iv)
            the balance of $1,200,000 will be
      paid in six quarterly payments of $200,000, beginning three months after
      the date the rights are registered, provided, however, that the amount of
      each quarterly payment will be reduced by 50% of the value of any
      extraction royalties (as described below) paid to the
      Assignor.





In
addition to the purchase price, the Assignor is entitled to receive royalty
payments in an amount equal to $2.00 for each ton of coal extracted under the
Concession during the term of the Concession. Energia also paid government
filing fees totaling 215,377,844 Colombian pesos (approximately $119,257, using
the exchange rate on October 20, 2010 of US1.00=1,804 Colombian Pesos) to the
Colombian Institute of Geology and Mining.





The
Assignment Agreement is subject to and conditional on the approval of the
Assignment Agreement by the appropriate governmental authorities, including the
Colombian Institute of Geology and Mining.  Pursuant to the Assignment
Agreement, Energia has agreed to take all measures necessary to obtain such
approvals.  In addition, Energia has agreed to assume the obligations
of the Assignor under the Concession, including, without limitation, preserving
the exploration and exploitation rights granted under the Concession and
ensuring that title to the Concession complies with the requirements of the
Colombian mining code.






12


The above
description of the Assignment Agreement is qualified in its entirety by
reference to the full text of the English translation of the Assignment
Agreement, a copy of which is filed as Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed with the SEC on November 1, 2010.




Item
2.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations





Forward-Looking
Statement Notice





This Form
10-Q contains certain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. For this purpose, any
statements contained in this Form 10-Q that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,”
“estimate” or “continue” or comparable terminology are intended to identify
forward-looking statements. These statements by their nature involve substantial
risks and uncertainties, and actual results may differ materially depending on a
variety of factors, many of which are not within our control. These factors
include, but are not limited to:





·
            economic
      conditions generally and in the industries in which we may
      participate;





·
            competition
      within our chosen industry, including competition from such larger
      competitors; and





·
            technological
      advances and failure to successfully develop business
      relationships.





Description
of Business





We
are an exploration stage company, and currently engage in the business of
acquiring and developing coal mining assets, and the mining and sale of coal,
coke and coal by-products using traditional and clean coal technologies,
initially in Colombia, South America.  Colombian coal is recognized
worldwide for its high-heat-value, low-ash and low-sulfur
contents.  As the nation’s second largest export item after oil,
investment and development of sustainable coal mining is an important priority
for the Colombian government.





In
Colombia, the state owns all hydrocarbon reserves and private companies operate
coal mines under concession contracts with the state. The Company is in the
process of securing concessions in the Santander region of
Colombia.  The Company has established an initial target to control
over 300 million tons of metallurgical coal through concessions.  The
Santander region was selected because of its large metallurgical coal resources,
its location on the Magdalena River with river access for shipping, and its
proximity to Colombia’s main pipeline and several other refined products
pipelines.  Colombia is the world’s tenth largest producer and fourth
largest exporter of coal, with an estimated 7 billion metric tons (“MT”) of
recoverable reserves and 17 billion MT of potential reserves.





The
Company anticipates that its primary operations will include the mining of
high-grade, metallurgical coal, coal coking, power generation and alternative
energy production, such as coal gasification and
coal-to-liquids.




We
were incorporated under the name Freedom Resources Enterprises, Inc. in the
State of Nevada on November 6, 1996 to engage in the business of self-help
publications and workshops.  Between November 1996 and September 2005,
the Company generated only minimal revenues, and in October 2005, the Company
ceased all business operations.  From October 2005 to early May 2010,
the Company did not engage in any business activities.  Prior to this
period, the Company’s management had been evaluating potential business
opportunities that might be available to the Company to preserve its
shareholder’s investment in its common shares. On July 28, 2010,
we completed a name change to Colombia Clean Power & Fuels,
Inc.




Critical
Accounting Policies and Estimates




For a
discussion of our critical accounting policies, see Note 1 to this form 10-Q and
our Annual Report on Form 10-K for the year ended December 31,
2009.


13




New
Accounting Standards




There
were no accounting pronouncements or changes in accounting pronouncements during
the three months or nine months ended September 30, 2010, that are of
material significance to the Company.




Three-Month
Period Ended September 30, 2010 and 2009





Our
revenues since inception total $3,560 and we have a cumulative net loss of
$1,069,260 from inception through September 30, 2010. We did not have
any revenues for the three months ended September 30, 2010 or 2009. For the
three months ended September 30, 2010, our net loss was $718,825 compared to
$4,457 for the same period in 2009. The increase in our net loss was due to
increased expenses, primarily outside professional services for mine
engineering, legal, and accounting services, related to our recommencing
operations during the second quarter of 2010.  Expenses during the
three months ended September 30, 2010, consisted of $ 698,978 in general and
administrative expense and $19,848 in interest expense.  Expenses
during the same period in 2009 consisted of $2,391 in interest expense and
$2,066 in general and administrative expenses.  Loss per share in the three
months ended September 30, 2010 was ($0.04) compared to a loss of ($0.00) in the
three months ended September 30, 2009, based on weighted averages of
20,280,001and 1,120,000 shares outstanding during the respective
periods.




Nine-Month
Period Ended September 30, 2010 and 2009





We did
not have any revenues for the nine months ended September 30, 2010 or
2009. For the nine months ended September 30, 2010, our net loss was $843,653
compared to $19,665 for the same period in 2009. The increase in our
net loss was due to increased expenses, primarily outside professional
services in mine engineering, legal, and accounting (including options issued to
outside professionals as part of their compensation), related to our
recommencing operations during the second quarter of 2010.  Expenses
during the nine months ended September 30, 2010, consisted of $818,2442 in
general and administrative expense and $25,412 in interest expense. Expenses
during the same period in 2009 consisted of $6,848 in interest expense, and
$12,817 in general and administrative expenses. Loss per share for the nine
months ended September 30, 2010 was ($0.07) , based on a weighted average of
11,366,740 shares outstanding during the period compared to a similar loss of
($0.02) in the same period of 2009, based on a weighted average of 1,120,000
shares outstanding during the period.





Liquidity
and Capital Resources





At
September 30, 2010, we had $861,655 in cash and $778,322 in working
capital.  At September 30, 2010, we also had total liabilities of
$1,875,626, of which $1,628,754 were long-term.




As of
September 30, 2010, our total assets were $1,357,848 consisting of cash, prepaid
expenses and mining concessions. The increase in assets was a result of our Note
issuances, totalling $1,890,000 during the nine months ended September 30,
2010.  The increase in accounts payable was a result of the
Company recommencing operations in June, 2010. The loans from officers and
directors bear no interest, are due on demand, and were made by the President
and a large shareholder of the Company.




Management
anticipates that we will be dependent, for the near future, on additional
capital to fund our operating expenses and anticipated growth and the report of
our independent registered public accounting firm for the year ended December
31, 2009 expresses doubt about our ability to continue as a going
concern.  Our operating losses have been funded through the issuance
of equity securities and convertible notes payable.  We will need
additional funding in order to continue our business
operations.  While we continually look for additional financing
sources, in the current economic environment, the procurement of outside funding
is extremely difficult and there can be no assurance that such financing will be
available, or, if available, that such financing will be at a price that will be
acceptable to us. Failure to generate sufficient revenue or raise additional
capital would have an adverse impact on our ability to achieve our longer-term
business objectives, and would adversely affect our ability to continue
operating as a going concern.


14





Off
Balance-Sheet Arrangements





There are
no off-balance sheet arrangements or obligations that are not disclosed in the
financial statements.




Item
3.  Qualitative and Quantitative Disclosures About Market
Risk





Not
applicable.





Item
4.  Controls and Procedures





(a)           Evaluation of Disclosure Controls
and Procedures.
Our management, with the participation of our Chief Executive
Officer and our Chief Financial Officer, carried out an evaluation of the
effectiveness of our "disclosure controls and procedures" (as defined in the
Securities Exchange Act of 1934 (the "Exchange Act") Rules 13a-15(e) and
15-d-15(e)) as of the end of the period covered by this report (the "Evaluation
Date"). Based upon that evaluation, our Chief Executive Officer and
our Chief Financial Officer concluded that, as of the Evaluation Date, our
disclosure controls and procedures are not effective to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act (i) is recorded, processed, summarized and reported, within the
time periods specified in the SEC's rules and forms and (ii) is accumulated and
communicated to our management, including our Chief Executive
Officer and our Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.




Our lack
of employees results in our inability to have a sufficient segregation of
duties within our accounting and financial activities. This constitutes a
material weakness in our corporate governance structure and internal
controls.




(b)           Changes in Internal Controls.
There have been no changes in our internal control over financial reporting that
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting subsequent to the date we carried out our most
recent evaluation.




PART
II          OTHER
INFORMATION





Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds




We have
issued to various investors in a private placement with three separate closings
(i) $1,890,000 aggregate principal amount of 10% convertible notes, and (ii)
five-year warrants to purchase 756,000 shares of common stock at an exercise
price of $0.01 per share. The Notes were issued in three closings, $500,000
on June 9, 2010, $590,000 on August 26, 2010, and $800,000 on September 30,
2010.  Cash fees of $164,000 was paid as a commission as part of this
capital raising transaction. This transaction was exempt from registration
pursuant to Section 4(2) of the Securities Act.




Item
6.  Exhibits




The
exhibits required by this item are set forth on the Exhibit Index attached
hereto.


15


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.




Colombia
      Clean Power & Fuels, Inc.November
      15, 2010
              By:
              /s/ Edward P. MooneyEdward
      P. Mooney, Chief Executive Officer
                (Principal Executive
      Officer)November
      15, 2010
              By:
              /s/ Daniel F. CarlsonDaniel
      F. Carlson, Chief Financial Officer
                (Principal
      Financial Officer and
                Principal
      Accounting Officer)


16


EXHIBIT
INDEX





Exhibit
                  Number
                
                Description of Exhibit31.1
                
                Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.31.2
                
                Certification
      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.32.1
                
                Certification
      of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002 (18 U.S.C. Section 1350).32.2
                
                Certification
      of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002 (18 U.S.C. Section
1350).


17