[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: September 30, 2005
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
EXCHANGE ACT
For the transition period from to
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Commission file number 333-105008
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Caliber Energy, Inc.
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(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
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(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
Indicate by check mark whether the registrant is a shell company (as
defined by Rule 12b-2 of the Exchange Act). 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: September 30, 2005 62,595,000
-----------------------------
Transitional Small Business Disclosure Format (check one).
Yes ; No X
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PART I
ITEM 1. FINANCIAL STATEMENTS
CALIBER ENERGY, INC.
(An Exploration State Company)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, December 31,
2005 2004
------------------ -----------------
ASSETS
Current Assets
Cash and cash equivalents $ 15,318 $ 728
Prepaid expenses 33,824 -
------------------ -----------------
Total Current Assets 49,142 728
Other Assets
Oil and gas properties 40,999 -
------------------ -----------------
Total Assets $ 90,141 $ 728
================== =================
3
CALIBER ENERGY, INC.
(An Exploration State Company)
CONSOLIDATED BALANCE SHEETS
(continued)
(Unaudited)
September 30, December 31,
2005 2004
------------------ -----------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 197,020 $ 189,067
Accrued expenses & short term contract payable 23,956 97,730
Notes payable - 78,695
Related party loans - 22,835
Accrued interest - 1,659
------------------ -----------------
Total Current Liabilities 220,976 389,986
Long-Term Liabilities
Convertible debentures 477,766 -
Contract payable - the "Ritz Claim" 15,000 15,000
------------------ -----------------
Total Liabilities 713,742 404,986
------------------ -----------------
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 September 30, 2005 and
92,570,000 issued at December 31, 2004 6,260 9,257
Stock to be issued 10 10
Additional paid-in capital 586,495 141,983
Deficit accumulated during exploration state (1,216,366) (555,508)
------------------ -----------------
Total Stockholders' Equity (623,601) (404,258)
------------------ -----------------
Total Liabilities and Stockholders' Equity $ 90,141 $ 728
================== =================
See accompanying notes.
4
CALIBER ENERGY, INC.
(An Exploration State Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
Accumulated
Since
November 21,
(Unaudited) (Unaudited) 2002
For the Three Months For the Nine Months Inception of
Ended September 30, Ended September 30, Exploration
------------------------------------- --------------------------------------
2005 2004 2005 2004 State
------------------ ----------------- ------------------ ------------------ ------------------
Revenues $ - $ - $ - $ - $ -
------------------ ----------------- ------------------ ------------------ ------------------
Expenses
Consulting 9,000 36,500 27,000 36,500 53,000
Officers compensation 22,500 42,401 67,800 42,401 134,705
General and administrative 41,940 16,762 99,794 20,812 238,070
General exploration - 254,232 12,095 254,232 334,763
------------------ ----------------- ------------------ ------------------ ------------------
Total Expenses 73,440 349,895 206,689 353,945 760,538
Other Income (Expense)
Interest Expense (5,946) (704) (454,169) (704) (455,828)
------------------ ----------------- ------------------ ------------------ ------------------
Net Income (Loss) $ (79,386) $ (350,599) $ (660,858) $ (354,649) $ (1,216,366)
================== ================= ================== ================== ==================
Weighted Average Shares 62,595,000 106,416,140 73,025,850 189,034,160
================== ================= ================== ==================
Loss per Common Share $ - $ - $ (0.01) $ -
================== ================= ================== ==================
See accompanying notes.
5
CALIBER ENERGY, INC.
(An Exploration State Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Accumulated
Since
November 21,
(Unaudited) 2002
For the Nine Months Inception of
Ended September 30, Exploration
------------------------------------
2005 2004 State
----------------- ------------------ ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $ (660,858)$ (354,649)$ (1,216,366)
Adjustments used to reconcile net loss to net
cash provided by (used in) operating activities
Depreciation - - 744
Stock compensation - - 102,000
Interest expense from beneficial conversion 441,515 - 441,515
Common stock to be issued for mineral rights - 19,000 19,000
Mineral rights expensed - - 16,000
(Increase) decrease in prepaid expenses (33,824) - (33,824)
Increase (decrease) in accrued interest 12,654 - 14,313
Increase (decrease) in accrued expenses (73,774) 79,605 23,956
Increase (decrease) in contract payable - - 15,000
Increase (decrease) in accounts payable 7,953 200,667 197,020
----------------- ------------------ ------------------
Net cash used in operating activities (306,334) (55,377) (420,642)
----------------- ------------------ ------------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Acquisition of oil and gas properties (40,999) - (40,999)
Cash paid for website design - - (744)
Cash paid for mineral rights - - (16,000)
----------------- ------------------ ------------------
Net cash used by investing activities (40,999) - (57,743)
----------------- ------------------ ------------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from convertible debentures 361,923 - 361,923
Proceeds from loans - 58,000 78,695
Proceeds from shareholder loans - - 22,835
Proceeds on sale of common stock - - 30,250
----------------- ------------------ ------------------
Net Cash Provided by Financing Activities 361,923 58,000 493,703
----------------- ------------------ ------------------
Net Increase (Decrease) in
cash and cash equivalents 14,590 2,623 15,318
Cash and cash equivalents at
beginning of the period 728 76 -
----------------- ------------------ ------------------
Cash and cash equivalents at end of the period $ 15,318 $ 2,699 $ 15,318
================= ================== ==================
6
CALIBER ENERGY, INC.
(An Exploration State Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued)
Accumulated
Since
November 21,
(Unaudited) 2002
For the Nine Months Inception of
Ended September 30, 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.
7
CALIBER ENERGY, INC.
(An Exploration State Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN
This summary of accounting policies for Caliber Energy is presented to
assist in understanding the Company's consolidated 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 consolidated financial statements as of September 30,
2005, and for the three and nine 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 and nine months. Operating results for interim periods
are not necessarily indicative of the results which can be expected for full
years.
The accompanying consolidated 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 $660,858 for the nine months ended September 30,
2005, losses of $354,649 for the nine months ended September 30, 2004, and
losses of $1,216,366 since inception. The Company has not realized economic
production from its mineral properties as of September 30, 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.
8
CALIBER ENERGY, INC.
(An Exploration State Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN (continued)
Nature of Operations
The Company is an exploration state oil and gas company. The Company
also has interests in mining and mineral properties. 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 and nine months
ended September 30, 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.
9
CALIBER ENERGY, INC.
(An Exploration State Company)
NOTES TO CONSOLIDATED 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.
10
CALIBER ENERGY, INC.
(An Exploration State Company)
NOTES TO CONSOLIDATED 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.
Oil and Gas Properties
The Company follows the full cost method of accounting for its oil and
gas operations whereby all costs related to the acquisition of petroleum and
natural gas interests are capitalized. Such costs include land and lease
acquisition costs, annual carrying charges of non-producing properties,
geological and geophysical costs, costs of drilling and equipping productive and
non- productive wells, and direct exploration salaries and related benefits.
Proceeds from the disposal of oil and gas properties are recorded as a reduction
of the related capitalized costs without recognition of a gain or loss unless
the disposal would result in a change of 20 percent or more in the depletion
rate. The Company operates in one cost center, being Canada. To date the Company
has not established any proven recoverable reserves on its properties.
Depletion and depreciation of the capitalized costs are computed using
the unit-of-production method based on the estimated proven reserves of oil and
gas determined by independent consultants.
Estimated future removal and site restoration costs are provided over
the life of proven reserves on a unit-of-production basis. Costs, which include
the cost of production equipment removal and environmental clean-up, are
estimated each period by management based on current regulations, costs,
technology and industry standards. The charge is included in the provision for
depletion and depreciation and the actual restoration expenditures are charged
to the accumulated provision amounts as incurred.
11
CALIBER ENERGY, INC.
(An Exploration State Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The Company applies a ceiling test to capitalized costs to ensure that
such costs do not exceed estimated future net revenues from production of proven
reserves at year end market prices less future production, administrative,
financing, site restoration, and income tax costs plus the lower of cost or
estimated market value of unproved properties. If capitalized costs are
determined to exceed estimated future net revenues, a write-down of carrying
value is charged to depletion in the period.
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.
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.
12
CALIBER ENERGY, INC.
(An Exploration State Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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. Diluted loss per common share for the nine months ended September 30, 2005
and 2004 are not presented as it would be anti- dilutive. At September 30, 2005,
the total number of potentially dilutive common stock equivalents was 4,718,200.
There are no dilutive outstanding common stock equivalents at September 30,
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:
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).
13
CALIBER ENERGY, INC.
(An Exploration State Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
NOTE 4 - AFFILIATES AND RELATED PARTIES (continued)
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.
NOTE 7 - LONG-TERM DEBT
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. The property is subject to a royalty
agreement.
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.
14
CALIBER ENERGY, INC.
(An Exploration State Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
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.
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 September 30, 2005, had not been
issued.
15
CALIBER ENERGY, INC.
(An Exploration State Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
NOTE 8 - SHAREHOLDERS' EQUITY (continued)
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 the 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.
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.
16
CALIBER ENERGY, INC.
(An Exploration State Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
NOTE 9 - MINERAL RIGHTS (continued)
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;
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 September 30, 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 September 30, 2005, had not been issued.
17
CALIBER ENERGY, INC.
(An Exploration State Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
NOTE 9 - MINERAL RIGHTS (continued)
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 September 30, 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.
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
up to $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.
On March 9, 2005, the Company sold $383,610 of convertible debentures.
On that date the fair market value of the stock was $.20. Since the fair market
value of the stock was greater than the conversion price of $.10, the Company
has recognized interest expense of $383,610.
18
CALIBER ENERGY, INC.
(An Exploration State Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
NOTE 11 - CONVERTIBLE DEBENTURES (continued)
On June 1, 2005, the Company sold $50,000 of convertible debentures. On
that date the fair market value of the stock was $.18. Since the fair market
value of the stock was greater than the conversion price of $.10, the Company
has recognized interest expense of $40,000.
On June 10, 2005, the Company sold $29,842 of convertible debentures.
On that date the fair value of the stock was $.16. Since the fair market value
of the stock was greater than the conversion price of $.10, the Company has
recognized interest expense of $17,905.
As of September 30, 2005, the Company had received approximately
$463,453 from the convertible debentures. As of September 30, 2005, accrued
interest on convertible debentures was $14,313.
NOTE 12 - OIL AND GAS PROPERTIES
On March 28, 2005, the Company entered into an agreement with Salida
Capital, Inc. (Salida) whereby the Company will be entitled to 49% of the
benefits and interests earned by Salida, pursuant to an agreement between Salida
and Vega Resources, Ltd. (Vega), on certain lands known as the Bolloque
Prospect, located in the Province of Alberta. To earn the interest in the
Bolloque Prospect, the Company shall be required to assume the obligations of
Salida pursuant to Salida's agreement with Vega, including the drilling of a
test well, and the drilling of two additional option wells. If all three wells
are not drilled and completed, or capped and abandoned, as the case may be, the
Company will earn no interest in the Bolloque Prospect. As of September 30,
2005, the Company paid $40,999 towards the drilling of wells. All of these costs
have been capitalized.
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
19
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.
Caliber has been continuing to move forward its Russian coal project
efforts during the quarter and has made progress. On September 28th, the Company
updated this progress and events relating to Caliber's coal and oil & gas energy
projects. Caliber signed a Letter of Intent (L.O.I) to acquire certain Coal
Mining Licenses in the Sakha-Yakutsk region of the Russian Federation. The
acquisition is subject to a due diligence process as well as site and facilities
inspection. Recently, a major Russian integrated mining and steel group was
reported to have paid over $10 million for an equivalent coal license in the
region. Caliber maintains a strategic and competitive advantage through its
existing joint venture partnership with Canadian based Dolman Investments Ltd.
and local Russian operating groups.
The Company reported that the scope of the previously announced "Coal
Sales Agreement" from sales contracts to export coal has increased from 500,000
metric tonnes of metallurgical grade coal to include an additional 3.0 million
tonnes of thermal coal. The timing of the implementation of this coal sales
program has encountered a delay due to the increased scope of the aforementioned
additional thermal coal contact. The Company announced that it would report when
these important sales contracts are finalized.
In addition, Caliber has reduced its participation in the Bolloque oil
play located Alberta Canada in order to fully concentrate on the Russian coal
ventures. Caliber retained a 10% carried working interest in the Bolloque
Project and the 7-1-64-25W4M well. Caliber is now carried on all costs
pertaining to the drilling and completion of the 7-1 well.
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
20
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 September 30, 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.
None.
21
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: November 4, 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)
22