UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

Amendment No. 2

(Mark One)

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



| |  | For the fiscal year ended December 31, 2011
| |  | -------------------------------------------



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





Commission File Number: 000-32735

COLOMBIA
ENERGY RESOURCES, INC.

(Exact name of registrant as specified in
its charter)



|Delaware                                                       | 87-056703                           
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (IRS employer identification number)
|                                                               |                                     
|One Embarcadero Center, Suite 500, San Francisco, CA           | 94901                               
|(Address of principal executive offices)                       | (Zip Code)                          



Registrant’s telephone number, including area code: (415)
460-1165



Securities registered pursuant to Section 12(b) of the Act:
None



Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.001



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ̈
No x



Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes  ̈
No x



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.

Yes x
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 during the preceding 12 months (or for such shorter period that the registrant
was required to submit an post such files).

Yes x
No  ̈



Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K.  ̈



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 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 Act).

Yes  ̈ No x



The aggregate market value of the voting
and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity
as of the last business day of the registrant’s most recently competed second fiscal quarter was $7,666,651.



The number of shares outstanding of the
registrant’s common stock on March 22, 2012, was 23,807,776.



DOCUMENTS INCORPORATED BY REFERENCE



|Document Description                                                                                                                                                                                                                                                                            |  | 10-K Part
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------
|Portions of the Registrant's proxy or information statement related to its 2012 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A or 14C within 120 days after Registrant's fiscal year end of October 31, 2011 are incorporated by reference into Part III of this Report. |  | III      











Explanatory Note



This Amendment No. 2 to the Annual Report
on Form 10-K of Colombia Energy Resources, Inc. (the “Company”) amends the Company’s Annual Report on Form 10-K
for the year ended December 31, 2011, as previously amended, (the “Original Filing”) which was filed with the Securities
and Exchange Commission on March 30, 2012, and April 3, 2012.  The Company is filing this Amendment No. 2 solely to amend
Item 15 of Part IV to refile Exhibit 23.1 with revised redacted information.



Except as described above, this Amendment
No. 2 does not amend any other information set forth in the Original Filing, and the Company has not updated disclosures included
therein to reflect any events that occurred subsequent to December 31, 2011.



2







PART IV



ITEM 15. EXHIBITS,
FINANCIAL STATEMENTS, SCHEDULES



The following exhibit is filed with this amended report:



|10.23 |  | Option Contract for the Acquisition of Rights of a Mining Title dated October 7, 2011 for Mining Concession Contract FFB-081 (English translation) (confidential information has been redacted)
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



SIGNATURES



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



|                       | Colombia Energy Resources, Inc.
|---------------------- | -------------------------------
|                       |                                
|Date: October 26, 2012 | By:                            
|                       |                                
|                       |                                





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