[As adopted in Release No. 34-32231, April 28, 1993, 58 F.R. 26509]

U.S. Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-QSB

(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2005
---------------------------------------------

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
EXCHANGE ACT

For the transition period from to
------------------------------ --------------------------
Commission file number 333-105008
---------------------------------------------------------

Caliber Energy, Inc.
------------------------------------------------------------------------
(Exact name of small business issuer as
specified in its charter)

Delaware 87-0700927
- --------------------------------------------------------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)

11300 W. Olympic Blvd., Ste. 800, Los Angeles, California 90064
-------------------------------------------------------------------------------
(Address of principal executive offices)

(661) 477-7699
Issuer's telephone number

(Former name, former address and former fiscal year, if changed since last
report.)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes ----- No -----

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practical date: April 30, 2005 62,595,000

Transitional Small Business Disclosure Format (check one).
Yes ; No X
---- -----

PART I

ITEM 1. FINANCIAL STATEMENTS

CALIBER ENERGY, INC.
(An Exploration State Company)
BALANCE SHEETS

(Unaudited)
March 31, December 31,
------------------ -----------------
2005 2004
------------------ -----------------
ASSETS
Current Assets

Cash and cash equivalents $ 127,114 $ 728
------------------ -----------------

Total Assets $ 127,114 $ 728
================== =================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 180,291 $ 189,067
Accrued expenses & short term contract payable 12,256 97,730
Notes payable - 78,695
Related party loans - 22,835
Accrued interest 3,250 1,659
------------------ -----------------
Total Current Liabilities 195,797 389,986

Long-Term Liabilities
Convertible debentures 383,610 -
Contract payable - the "Ritz Claim" 15,000 15,000
------------------ -----------------

Total Liabilities 594,407 404,986
------------------ -----------------

Stockholders' Equity
Preferred stock, $.0001 par value, authorized 10,000,000
shares, -0- issued - -
Common stock, $.0001 par value, authorized 500,000,000
shares, 62,595,000 issued at March 31, 2005 and
92,570,000 issued at December 31, 2003 6,260 9,257
Stock to be issued 10 10
Additional paid-in capital 144,980 141,983
Deficit accumulated during exploration state (618,543) (555,508)
------------------ -----------------

Total Stockholders' Equity (467,293 (404,258)

Total Liabilities and Stockholders' Equity $ 127,114 $ 728
================== =================

See accompanying notes.

CALIBER ENERGY, INC.
(An Exploration State Company)
STATEMENTS OF OPERATIONS

Accumulated
Since
November 21,
(Unaudited) 2002
For the Three Months Inception of
Ended March 31, Exploration
2005 2004 State
------------------ ------------------ -----------------

Revenues $ - $ - $ -
------------------ ------------------ -----------------

Expenses
Consulting 9,000 - 35,000
Officers compensation 23,700 - 90,605
General and administrative 16,649 874 154,925
General exploration 12,095 - 334,763
------------------ ------------------ -----------------

Total Expenses 61,444 874 615,293

Other Income (Expense)
Interest Expense (1,591) (3,250)
------------------ ------------------ -----------------

Net Income (Loss) $ (63,035) $ (874) $ (618,543)
================== ================== =================

Weighted Average Shares 92,570,000 272,570,000
================== ==================

Loss per Common Share $ - $ -
================== ==================

See accompanying notes.

CALIBER ENERGY, INC.
(An Exploration State Company)
STATEMENTS OF CASH FLOWS

Accumulated
Since
November 21,
(Unaudited) 2002
For the Three Months Inception of
Ended March 31, Exploration
2005 2004 State
----------------- ------------------ ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:

Net Loss $ (63,035)$ (874)$ (618,543)
Adjustments used to reconcile net loss to net
cash provided by (used in) operating activities
Depreciation - - 744
Stock compensation - - 102,000
Common stock to be issued for mineral rights - - 19,000
Mineral rights expensed - - 16,000
Increase (decrease) in accrued interest 1,591 - 3,250
Increase (decrease) in accrued expenses (85,474) - 12,256
Increase (decrease) in contract payable - - 15,000
Increase (decrease) in accounts payable (8,776) 846 180,291
----------------- ------------------ ------------------
Net cash used in operating activities (155,694) (28) (270,002)
----------------- ------------------ ------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Cash paid for website design - - (744)
Cash paid for mineral rights - - (16,000)
----------------- ------------------ ------------------
Net cash used by investing activities - - (16,744)
----------------- ------------------ ------------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from convertible debentures 282,080 - 282,080
Proceeds from loans - - 78,695
Proceeds from shareholder loans - - 22,835
Proceeds on sale of common stock - - 30,250
----------------- ------------------ ------------------
Net Cash Provided by Financing Activities 282,080 - 413,860
----------------- ------------------ ------------------

Net Increase (Decrease) in
cash and cash equivalents 126,386 (28) 127,114
Cash and cash equivalents at
beginning of the period 728 80 -
----------------- ------------------ ------------------
Cash and cash equivalents at end of the period $ 127,114 $ 52 $ 127,114
================= ================== ==================

CALIBER ENERGY, INC.
(An Exploration State Company)
STATEMENTS OF CASH FLOWS
(continued)

Accumulated
Since
November 21,
(Unaudited) 2002
For the Three Months Inception of
Ended March 31, Exploration
------------------------------------
2005 2004 State
----------------- ------------------ ------------------
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:

Interest $ - $ - $ -
Income Taxes $ - $ - $ -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: NONE
- -----------

See accompanying notes.

CALIBER ENERGY, INC.
(An Exploration State Company)
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN

This summary of accounting policies for Fidelis Energy is presented to
assist in understanding the Company's financial statements. The accounting
policies conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial statements.

The unaudited financial statements as of March 31, 2005, and for the
three month period then ended, reflect, in the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
fairly state the financial position and results of operations for the three
months. Operating results for interim periods are not necessarily indicative of
the results which can be expected for full years.

The accompanying financial statements have been prepared on the basis
of accounting principles applicable to a "going concern", which assume that the
Company will continue in operation for at least one year and will be able to
realize its assets and discharge its liabilities in the normal course of
operations.

Several conditions and events cast doubt about the Company's ability to
continue as a "going concern". The Company is an exploration state company, and
has incurred net losses of approximately $63,000 for the three months ended
March 31, 2005, losses of approximately $900 for the three months ended March
31, 2004, and losses of approximately $619,000 since inception. The Company has
not realized economic production from its mineral properties as of March 31,
2005. These factors raise substantial doubt about the Company's ability to
continue as a going concern. Management continues to actively seek additional
sources of capital to fund current and future operations. There is no assurance
that the Company will be successful in continuing to raise additional capital,
establishing probable or proven reserves, or determining if the mineral
properties can be mined economically. These financial statements do not include
any adjustments that might result from the outcome of these uncertainties.

Organization and Basis of Presentation

Caliber Energy, Inc. (the Company), an exploration state company, was
incorporated on November 6, 2002 in the State of Delaware as Twin Ventures, Ltd.
On June 18, 2004, the Company changed the name to Rincon Resources, Inc. On
March 14, 2005, the Company changed its name to Caliber Energy, Inc. The Company
is headquartered in Tucson, Arizona.

CALIBER ENERGY, INC.
(An Exploration State Company)
NOTES TO FINANCIAL STATEMENTS
(continued)

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN (continued)

Nature of Operations

The Company is an exploration state mining and mineral company. On
November 21, 2002 the Company became actively engaged in acquiring mineral
properties, raising capital, and preparing properties for production. The
Company did not have any significant mining operations or activities from
inception; accordingly, the Company is deemed to be in the exploration state.
For purposes of recording the Company's mineral claims in Canada, the Company
acquired New Heights Capital Corporation (a Canadian corporation) and
transferred the claims listed in the following paragraph into the subsidiary in
exchange for 100% of the subsidiary's outstanding stock.

On November 21, 2002, the Company acquired mineral claims (the "Ritz
Claims") located in the Lillooet Lake Region of Southwest British Columbia,
Canada. The property consists of twenty unpatented two post mineral claims and
one unpatented four post mineral claim representing forty units that have been
staked and recorded in the Lillooet mining division. The Company has not
commenced economic production and is therefore still considered to be in the
exploration stage.

On July 26, 2004, the Company executed an agreement and made the 1st
statutory payment of $55,000 to acquire a 75% interest in the Tudor Gold
Property. The Tudor Gold Property is located in eastern Ontario, Canada
approximately 100 miles northeast of Toronto. The property lies within Tudor and
Grimsthorpe Townships. The property consists of twenty-two contiguous unpatented
mining claims containing sixty units covering approximately 2,965 acres of land.
The Company intends to launch a comprehensive, property wide, surface
exploration program immediately. The Company intends to follow-up with drill
testing of the mineralized zones of the property. The data derived from the
drill testing of the various zones should enable the Company to identify and
assess gold bearing structures to ultimately establish the size and grade of the
gold resource.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements for the three months ended March
31, 2005 and 2004 include the accounts of Caliber Energy, Inc. and its
subsidiary New Heights Capital Corporation. New Heights Capital Corporation was
acquired by the Company on April 22, 2003.

The results of subsidiaries acquired or sold during the year are
consolidated from their effective dates of acquisition through their effective
dates of disposition.

All significant intercompany balances and transactions have been
eliminated.

CALIBER ENERGY, INC.
(An Exploration State Company)
NOTES TO FINANCIAL STATEMENTS
(continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue and Cost Recognition

The Company uses the accrual basis of accounting for financial
statement reporting. Revenues and expenses are recognized in accordance with
Generally Accepted Accounting Principles for the industry. Certain period
expenses are recorded when obligations are incurred.

Use of Estimates

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

Accounts Receivable, Deposits, Accounts Payable and Accrued Expenses

Accounts receivable have historically been immaterial and therefore no
allowance for doubtful accounts has been established. Normal operating
refundable Company deposits are listed as Other Assets. Accounts payable and
accrued expenses consist of trade payables created from the normal course of
business.

Mineral Properties and Mining Equipment

Mineral properties and mining equipment include land and mining
equipment carried at cost. Mining equipment including mill facilities is
depreciated using the straight-line method over estimated useful lives of 5 to
15 years, or the units-of-production method based on estimated tons of ore
reserves if the equipment is located at a producing property with a shorter
economic life. Mining equipment not in service is not depreciated.

During 1997, the Securities and Exchange Commission (SEC) staff
reconsidered existing accounting practices for mineral expenditures by United
States junior mining companies. They now interpret generally accepted accounting
policy for junior mining companies to permit capitalization of acquisition and
exploration costs only after persuasive engineering evidence is obtained to
support recoverability of these costs (ideally upon determination of proven
and/or probable reserves based upon dense drilling samples and feasibility
studies by a recognized independent engineer). Although the Company has obtained
samples, and an independent engineer has deemed the properties may contain
platinum group metals, management has chosen to follow the more conservative
method of accounting by expensing all mineral costs, for which there is no
feasibility study.

CALIBER ENERGY, INC.
(An Exploration State Company)
NOTES TO FINANCIAL STATEMENTS
(continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Land Options

As noted above, since the Company interprets generally accepted
accounting policies to permit capitalization of acquisition costs including
leases and land options only after persuasive engineering evidence has been
obtained to support recoverability of these costs, these costs will be expensed.

Reclamation and Environmental Costs

Reclamation costs and related accruals are based on the Company's
interpretation of environmental and regulatory requirements. Minimum standards
for mine reclamation have been established by various governmental agencies.
Reclamation, site restoration, and closure costs for each producing mine are
accrued over the life of the mine using the units-of-production method. Ongoing
reclamation activities are expensed in the period incurred.

Income Taxes

The Company accounts for income taxes using the liability method which
requires recognition of deferred tax liabilities and assets for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Deferred tax assets and liabilities are determined
based on the difference between the financial statements and tax basis of assets
and liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.

The Company's management determines if a valuation allowance is
necessary to reduce any tax benefits when the available benefits are more likely
than not to expire before they can be used.

Stock Based Compensation

In October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," (SFAS 123), which is effective for periods beginning after
December 15, 1995. SFAS 123 requires that companies either recognize
compensation expense for grants of stock, stock options, and other equity
instruments based on fair value or provide pro-forma disclosure of the effect on
net income and earnings per share in the Notes to the Financial Statements. The
Company has adopted SFAS 123 in accounting for stock-based compensation.

CALIBER ENERGY, INC.
(An Exploration State Company)
NOTES TO FINANCIAL STATEMENTS
(continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents, and Credit Risk

For purposes of reporting cash flows, the Company considers all cash
accounts with maturities of 90 days or less and which are not subject to
withdrawal restrictions or penalties, as cash and cash equivalents in the
accompanying balance sheet.

The portion of deposits in a financial institution that insures its
deposits with the FDIC up to $100,000 per depositor in excess of such insured
amounts are not subject to insurance and represent a credit risk to the Company.

Foreign Currency Translation and Transactions

The Company's functional currency is the US dollar. No material
translations or transactions have occurred. Upon the occurrence of such material
transactions or the need for translation adjustments, the Company will adopt
Financial Accounting Standard No. 52 and other methods in conformity with
Generally Accepted Accounting Principles.

Earnings Per Share

Basic earnings per common share were computed by dividing net loss by
the weighted average number of shares of common stock outstanding during the
year. There are no dilutive outstanding common stock equivalents at March 31,
2005 and 2004.

NOTE 3 - EXPLORATION STATE COMPANY/ GOING CONCERN

The Company has not begun principal operations and as is common with a
company in the exploration state, the Company has had recurring losses.
Continuation of the Company as a going concern is dependent upon obtaining the
additional working capital necessary to be successful in its planned activity,
and the management of the Company has developed a strategy, which it believes
will accomplish this objective through additional equity funding and long term
financing, which will enable the Company to operate for the coming year.

NOTE 4 - AFFILIATES AND RELATED PARTIES

Significant relationships with (1) companies affiliated through common
ownership and/or management, and (2) other related parties are as follows:

CALIBER ENERGY, INC.
(An Exploration State Company)
NOTES TO FINANCIAL STATEMENTS
(continued)

NOTE 4 - AFFILIATES AND RELATED PARTIES (continued)

On July 26th, 2004, the Company executed an agreement with Louvicourt
Gold Mines Inc. and made a first payment of $55,000.00 (US) to acquire a 75%
interest and the rights to explore a series of gold occurrences situated on the
Tudor Gold Property. The President of Louvicourt Gold Mines Inc. is Fenton
Scott, a related party and father of Graeme F. Scott, the President and CEO of
the Company. Additionally, Graeme F. Scott was a past director of Louvicourt
Gold Mines, Inc. See Note 8 for a description of this Project.

During October 2004, the Company received a loan from a related party
for $19,590 for exploration costs associated with the Tudor Gold Property. The
loan is due on demand with interest accrued at 5% annually. In March 2005, this
loan was converted to convertible debentures (see Note 11).

During December 2004, the Company received a loan from a shareholder of
$3,245 for payment of accounts payable. The loan is due on demand with interest
accrued at 5% annually. In March 2005, this loan was converted to convertible
debentures (see Note 11).

NOTE 5 - NOTES PAYABLE

In July 2004, the Company received a loan of $58,000 from a
third-party. The loan is due July 14, 2005 with interest at 5% annually. In
March 2005, this loan was converted to convertible debentures (see Note 11).

In December 2004, the Company received a loan of $20,695 from a
third-party. The loan is due on demand with interest at 5% annually. In March
2005, this loan was converted to convertible debentures (see Note 11).

NOTE 6 - INCOME TAXES

As of December 31, 2004, the Company had a net operating loss
carryforward for income tax reporting purposes of approximately $556,000 that
may be offset against future taxable income through 2024. Current tax laws limit
the amount of loss available to be offset against future taxable income when a
substantial change in ownership occurs. Therefore, the amount available to
offset future taxable income may be limited. No tax benefit has been reported in
the financial statements, because the Company believes there is a 50% or greater
chance the carryforwards will expire unused. Accordingly, the potential tax
benefits of the loss carryforwards are offset by a valuation allowance of the
same amount.

CALIBER ENERGY, INC.
(An Exploration State Company)
NOTES TO FINANCIAL STATEMENTS
(continued)

NOTE 7 - LONG-TERM DEBT

The contract payment schedule calls for $13,500 to be paid upon
delivery of a summary geological report and transfer of property title. The
$13,500 was paid per the contract. On February 28, 2003 a payment of $2,500 was
made per contract schedule. Twelve months from the date of title registration,
$2,500 becomes due with another $2,500 due twenty four months from such date. No
later than thirty six months from the date of signature on the contract, the
balance of payment is due for a total purchase price of $33,500.

NOTE 8 - SHAREHOLDERS' EQUITY

Preferred Stock

The Company has authorized ten million (10,000,000) shares of preferred
stock with a par value of $.0001, none of which have been issued.

Common Stock

The Company has authorized five hundred million (500,000,000) shares of
common stock with a par value of $.0001.

On April 8, 2004, 180,000,000 shares were returned to the treasury and
cancelled.

On July 23, 2004, the Company did a 10 to 1 forward stock split of its
issued and outstanding shares of common stock from 9,257,000 shares to
92,570,000 shares. All references to common stock have been adjusted to reflect
the stock split.

On April 6, 2005, 29,975,000 shares of common stock were returned to
the treasury and cancelled.

Common Stock Subscribed and Issued for Cash

During December, 2002, the Company undertook an offering exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933 to raise
$16,000 in the issuance of 32,000,000 shares of common stock for the purpose of
the acquisition and exploration of mining properties. The Company's management
considers this offering to be exempt under the Securities Act of 1933.

CALIBER ENERGY, INC.
(An Exploration State Company)
NOTES TO FINANCIAL STATEMENTS
(continued)

NOTE 8 - SHAREHOLDERS' EQUITY (continued)

During March 2003, the Company undertook a Regulation D Rule 506
private placement offering to raise $14,250 for the issuance of 570,000 shares
of common stock for the purpose of mineral exploration. The Company's management
considers this offering to be exempt under the Securities Act of 1933.

Common Stock to be Issued

On July 26, 2004, the Company entered into a property option agreement
with Louvicourt Gold Mines, Inc. As part of this agreement, the Company was to
issue 100,000 shares of common stock upon the execution of the agreement. As of
December 31, 2004, the Company has expensed $19,000 in exploration costs related
to the 100,000 shares of common stock due upon execution of the agreement. The
shares were value at $.19 per share and as of December 31, 2004, had not been
issued.

Common Stock Recorded as Compensation

The Company does not have an employee stock compensation package set up
at this time. The stock compensation that has been granted falls under Rule 144.
Compliance with Rule 144 is discussed in the following paragraph.

In general, under Rule 144 as currently in effect, a person who has
beneficially owned shares of a company's common stock for at least one year is
entitled to sell within any three month period a number of shares that does not
exceed the greater of:

1. 1% of the number of shares of the company's common stock then
outstanding which, in our case, would equal approximately 280,380
shares as of the date of this prospectus; or

2. The average weekly trading volume of the company's common stock during
the four calendar weeks preceding the filing of a notice on form 144
with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and
notice requirements and to the availability of current public information about
the company.

The Company records stock issued for services and future services at
the fair value of the stock issued, if known, or the fair value of the services
if the fair value of the stock is not determined and no value is contemplated in
the contract. The stock is recorded as issued in the equity section of the
financial statements when a contract for services is entered into for stock
compensation.

CALIBER ENERGY, INC.
(An Exploration State Company)
NOTES TO FINANCIAL STATEMENTS
(continued)

NOTE 9 - MINERAL RIGHTS

On November 21, 2002, the Company entered into an agreement with Mr.
Garth Barton for the purchase of mining property, the "Ritz Claim", located in
the Lillooet Lake Region of Southwest British Columbia, Canada. The "Ritz Claim"
is title to forty (40) mineral claim units that are unpatented. The total
purchase price of the claim is $33,500 due per terms of the contract with
advance royalties of $25,000 to be paid annually commencing 36 months from the
date of signature of the agreement. Failure to pay the advance royalties will
cause a reversion of the property within 10 days of such failure. The property
is subject to a 2 1/2% Net Smelter Royalty (NSR) and a 7 1/2% Gross Rock Royalty
(GRR). 1 1/2% of the NSR can be acquired for $1.0 million within 12 months from
the commencement of commercial production. Mr. Barton is required to keep the
claims in good standing for at least 18 months from the date of the agreement.
In addition, Mr. Barton will provide geological consulting services for the
claims and will maintain the claims in good standing for a period of 36 months
with fees advanced by the Company prior to the anniversary dates from signature
of the agreement. Said fees are to be deducted from the total cost. All costs
related to this claim have been expensed in accordance with Generally Accepted
Accounting Principals for the industry.

On April 22, 2003, the Company acquired the outstanding common share
(one common share) of New Heights Capital Corporation, an inactive Canadian
corporation, for the purpose of recording the Company's Canadian "Ritz Claim" in
a Canadian corporation as required. The "Ritz Claim" was transferred to the
subsidiary in exchange for the subsidiary's outstanding common share of stock.
New Heights Capital Corporation is a wholly owned Canadian subsidiary of the
Company.

On July 26, 2004, the Company executed a Property Option Agreements
with Louvicourt Gold Mines, Inc. ("Louvicourt") (see Note 3) to acquire a 75%
interest in the Tudor Gold Property. The Company agreed to make the following
cash and share option payments to Louvicourt:

1. $55,000 upon the full execution of the Agreement.
2. $55,000 on or before one year from the date of full execution of
this Agreement. 3. 100,000 shares of common stock upon full execution
of this Agreement, and 4. 200,000 shares of common stock on or before
one year from the date of full
execution of this Agreement.

The Company also agreed to fund work programs on the mineral claims by
advancing exploration funds to Louvicourt on the following basis:

1. by no later than July 31, 2004, the Company will advance
Exploration Funds of $150,000
2. by no later than one year from the signing of this Agreement,
the Company will advance additional Exploration Funds of
$350,000;

CALIBER ENERGY, INC.
(An Exploration State Company)
NOTES TO FINANCIAL STATEMENTS
(continued)

NOTE 9 - MINERAL RIGHTS (continued)

3. by no later than two years from the signing of this Agreement,
the Company will advance additional Exploration Funds of
$250,000; and
4. by no later than 4 years from the signing of this Agreement,
the Company will advance additional Exploration Funds of
$1,250,000.

Provided the Company has made the option payments and advanced the
exploration funds required for work programs costing a total of $750,000, the
Company shall have earned an immediately vested 50% interest in the mineral
claims. Provided the Company has made the option payments and advanced the
exploration funds required for work programs costing a total of $1,250,000, the
Company shall have earned an immediately vested additional 25% interest in the
mineral claims, bringing the Company's total interest in the mineral claims to
75%.

As of March 31, 2005, the Company has paid Louvicourt a cash payment of
$55,000 as part of this agreement. The $55,000 was expensed in 2004 as part of
exploration costs. The Company has accrued $150,000 in accounts payable for the
exploration funds due on July 31, 2004. This $150,000 was expensed in 2004 as
part of exploration costs. The Company also expensed $19,000 in exploration
costs in 2004 related to the 100,000 shares of common stock due upon execution
of the agreement. The shares were valued at $.19 per share and as of March 31,
2005, had not been issued.

The Tudor Gold Property is located in Tudor and Grimsthorpe Townships
in the Madoc- Bancroft region of the Providence of Ontario and is located
approximately 100 miles northeast of Toronto, Canada. The property consists of
twenty-two contiguous unpatented mining claims containing sixty units covering
approximately 2,965 acres of land. The Company intends to launch a
comprehensive, property wide, surface exploration program immediately. Once
further funding is acquired and the agreement can be fully executed, the Company
intends to follow-up with drill testing of the mineralized zones of the
property. The data derived from the drill testing of the various zones should
enable the Company to identify and assess gold bearing structures to ultimately
establish the size and grade of the gold resource.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

As of March 31, 2005 and 2004, all activities of the Company have been
conducted by corporate officers from either their homes or business offices.
Currently, there are no outstanding debts owed by the company for the use of
these facilities and there are no commitments for future use of the facilities.

CALIBER ENERGY, INC.
(An Exploration State Company)
NOTES TO FINANCIAL STATEMENTS
(continued)

NOTE 10 - COMMITMENTS AND CONTINGENCIES (continued)

The Company's "Ritz Claims" will revert back to the seller within no
less than a 10 day period if the Company fails to make the $25,000 annual
advance royalty payments per the sales contract commencing 36 months from the
date of the contract.

On June 1, 2004, the Company entered into a consulting agreement with
Mr. Robert McIntosh. Mr. McIntosh will provide geological and administrative
services to the Company for $3,000 per month.

Management is not aware of any contingent matters that could have a
material adverse effect on the Company's financial condition, results of
operations, or liquidity.

NOTE 11 - CONVERTIBLE DEBENTURES

On March 9, 2005, the Company executed three Convertible Debentures for
$870,000. The notes are due and payable in full on or before March 9, 2006 and
carry an interest rate of 5% per annum. The notes are convertible, at the
discretion of the holder, into shares of common stock of the Company at a
conversion price of $.10 per share. As of March 31, 2005, the Company had
received approximately $383,000 from the convertible debentures.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

GENERAL - This discussion should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations in the
Company's annual report on Form 10-KSB for the year ended December 31, 2004.

PLAN OF OPERATIONS

The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of our
results of operations and financial condition. The discussion should be read in
conjunction with our financial statements and notes thereto appearing in this
prospectus.

The accompanying financial statements have been prepared assuming that
we will continue as a going concern. As discussed in the notes to the financial
statements, we have experienced losses from inception. Our financial position
and operating results raise substantial doubt about its ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

The following discussion and analysis contains forward-looking
statements, which involve risks and uncertainties. Our actual results may differ
significantly from the results, expectations and plans discussed in these
forward-looking statements.

In January 2005, Caliber Energy, Inc. (formerly Rincon Resources OTCBB:
RIRI), reported the completion of the channel sampling program on the Main
Prospect of the Tudor Gold Project in Ontario Canada. The channeling sampling
program tested 3 parallel gold-bearing shear structures and several parallel
sub-fractures in a 300 m section of the Main Prospect. Each of the main
structures returned assay values ranging 7.4 to 59.7 g/t Au over widths
averaging 0.1 to 0.5 m. Broad zones of mineralization assaying 0.5 to +2 g/t Au
over intervals ranging 2 to 15 metres wide surround the high-grader intervals.

The Vardy Zone is another gold structure on the Tudor Property and is
located 1 km north of the Main Prospect. Gold mineralization occurs in a steeply
dipping ductile-brittle deformation zone ranging 50 to 250 metres wide and
extends over 2.6 kilometres. The deformation zone cuts mafic metavolcanic rocks
and has strong ankerite alteration. The structure contains chlorite schist's
that envelop a sheared and folded core region of chlorite-sericite schist's.
Gold mineralization in the Vardy Zone is associated with silicification and
quartz stringer systems similar to the gold bearing mineralization in the Main
Prospect. Native gold is also found in deformed sucrosic quartz veins that occur
in fracture zones and are believed to represent an older gold event in the
structure. The Vardy Zone has returned assay values up to 20 g/t Au. An historic
drill hole located 2 km north on the structure returned 2.1 g/t Au over 1.2
metres.

The Tudor Gold Project is situated in the historic Madoc-Bancroft gold
region in Eastern Ontario, Canada and is located in Tudor and Grimsthorpe
Township's. The property consists of 22 contiguous unpatented mining claims
containing 60 units and covers approximately 1,200 hectares of land. The former
Rincon Resources had been granted an option by Louvicourt Gold Mines Inc. to
acquire 50% of the mineral rights to the property by incurring exploration
expenditures of $500,000 (US) within one year. Rincon can gain an additional 25%
title to the property by incurring an additional exploration expenditure of
$250,000 (US) within two years.

After careful consideration as to the results of the Tudor Project and
the general gold market, management on March 2, 2005 decided to change direction
from gold exploration into the energy sector. With the current near record
prices for most energy commodities, management is of the opinion that in order
to increase shareholder value, the Company would benefit from energy projects
that have a low risk, high rate of return and could provide the Company cash
flow under time frames that are more favorable than metals.

The Company also announced it was considering a name change and CUSIP
number that would more adequately reflect that move into the energy sector. In
addition, management was reviewing several very promising projects in oil & gas
and coal that are available for immediate acquisition, which will fulfill this
new direction mandate.

Management then reported that it was currently in negotiations, subject
to thorough and favorable due diligence on several oil and gas projects in
California and Canada as well as three

advanced coal projects of outstanding merit in Eastern Europe and Canada. The
Company was to report on the ongoing developments once formal agreements have
been executed.

On March 14th, 2005, the Company announced the name change to Caliber
Energy, Inc. In addition, corporate office moved to 11300 West Olympic Blvd.,
Suite 800 Los Angeles, CA. Corporate Counsel was changed to Dieterich &
Associates of Los Angeles.

Official notification of the name change and new CUSIP number was
expected shortly at which time the Company was to advise shareholders as to the
effective timing and new trading symbol. Management wished to emphasize that
there will be no changes to the capitalization of the Company. Caliber Energy,
Inc. also announced plans to pursue avenues of debt financing for the upcoming
projects and does not anticipate extensive equity dilution through financings.

The Company detailed initial disclosure on coal projects that it was
currently in negotiations to acquire, subject to thorough and favorable due
diligence, on three advanced coal projects of outstanding merit in Eastern
Europe and Canada. This due diligence is ongoing, and is now pleased to announce
that it has also formed a strategic partnership to explore and develop coal
projects in the Yakutia region of eastern Russia. This prolific coal-producing
region of Russia has published reports that list over 900 explored coal deposits
and occurrences. This includes large undeveloped resources of high demand
metallurgical grade coal. Under the terms of the proposed exploitation venture
with the Russian partner, the Company will commit to finance exploration and
development of a new metallurgical coal project. By providing project financing,
equipment and technology, the Company will be granted a portion of revenue from
sales contracts already in place to supply metallurgical grade coal to existing
buyers in the Far East.

In a related corporate development, the Company announced that it had
appointed Mr. David Naylor as a director and Chief Financial Officer. He
replaces Mr. Brian Rhodes. Mr. Naylor is a Certified Management Accountant (CMA)
with over fifteen years of experience in various roles that include financial
management and public company accounting expertise.

On March 18, 2005 official notification on the name change was made to
Caliber Energy, Inc. and that the company would as of the effective date of
March 21, 2005, trade under the symbol (OTCBB: CALB). The Company was issued a
new CUSIP number, 13000A100.

On March 14th, the Company announced it had executed a farm-in
agreement with a private Nevada company to acquire a 49% working interest in the
Belloque Project. Under the terms of the agreement, Caliber will earn its
working interest by drilling, casing and completing one exploratory well on the
leases.

The Belloque Project consists of a Leduc (Devonian) reef target
underlying three sections of Petroleum and Natural Gas leases. Three other P &
NG leases are included in the project area. The Project lands consist of six
sections of P & NG rights leased from the Crown, three sections are thought to
overly a Leduc reef build-up on the edge the Cooking Lake platform.

Leduc reef fields further south from this play have had oil production
rates of several hundred barrels per day and better wells have produced over one
million barrels of oil. Oil well spacing is

normally 4 wells per section. Wells in the area that have penetrated the flanks
of the reef have tested water, showing that there is porosity and permeability
within the Leduc zone. The play is predicated on there being oil trapped in the
top of the reef.

Most wells in the area were drilled for Mannville sands and natural
gas. Gas production is occurring from these sands under the project lands. These
gas rights are excluded from the project farm-in lands, as other oil companies
own them but show the presence of economic hydrocarbons. Mapping of the
shallower zones indicate that there is structural drape over an underlying reef,
the Leduc target horizon. A seismic line has been purchased and is being
reprocessed to confirm that the reef is present.

The Wabamun Formation, about 200 meters shallower than the Leduc, is
often productive where there is an underlying Leduc reef. The Wabamun tends to
be more uniform in thickness but drape across the underlying reef creates a trap
and a reservoir if porosity has been developed in the zone. The Wabamun thus is
a secondary target in this project. The Nisku Formation, about 100 meters
shallower than the Leduc also forms reservoirs in the same way.

The first well will be spudded following seismic interpretation and
completion of geologic mapping to determine a suitable location for drilling.
Drilling is planned for May-June 2005 after spring breakup is over and road bans
restricting movement of heavy equipment by the Province are lifted. The depth to
the top of the Leduc is about 1000 meters and a cased and completed well is
estimated to cost between $500,000 and $600,000.

SUBSEQUENT EVENT:

On April 4th the Company reported it had commenced seismic
interpretation and geologic mapping to determine a suitable target location for
drilling an oil well on the Bolloque Project; a Leduc oil play. The seismic line
purchased and being interpreted covers an area where the Company has identified
three sections that cover a topographic high, potentially coincident with a
Leduc reef that may represent the extension of the prolific Leduc D-3 pools. The
project is located 60 miles directly north of Edmonton, Alberta in the prolific
oil producing Leduc area. Leduc "reef" oil fields south of Bolloque contain oil
wells that currently produce oil at rates of several hundred barrels per day and
also wells that have cumulatively produced over one million barrels of oil. Of
the 680 oil wells drilled in D-3 pools, the production has been between a low of
145 and a high 400 barrels per day with pay thickness of 35 to 142 feet.

ITEM 3. CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer are
responsible for establishing and maintaining disclosure controls and procedures
for the Company.

(a) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's President, of the effectiveness of
the design and operation of the Company's disclosure controls and procedures
pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Based upon the evaluation, the Company's President
concluded that, as of the end of the period, the Company's disclosure controls
and procedures were effective in timely alerting him to material information
relating to the Company required to be included in the reports that the Company
files and submits pursuant to the Exchange Act.

(b) Changes in Internal Controls

Based on his evaluation as of March 31, 2005, there were no significant
changes in the Company's internal controls over financial reporting or in any
other areas that could significantly affect the Company's internal controls
subsequent to the date of his most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. CHANGES IN SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibit
Number Title of Document

31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.

31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.

32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.

32.2 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.

(b) Reports on Form 8-K filed.

On March 22, 2005, the Company filed on Form 8-K under Item 3.02,
Unregistered Sale of Equity Securities, and under Item 5.02, Departure of
Directors or Principal Officers; Election of Directors; Appointment of Principal
Officers.

SIGNATURES

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

Caliber Energy, Inc.
(Registrant)

DATE: May 6, 2005

/S/ Graeme Scott
Graeme Scott
President, CEO and Director
(Principal Executive Officer)

/S/ David Naylor
David Naylor
Treasurer, CFO and Director
(Principal Financial Officer)