UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Earliest Event Reported: November 3, 2009
Calibert Exploration, Ltd.
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(Exact name of registrant as specified in its charter)
Nevada 000-53346
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification
3246 D’Herelle Street Montreal Quebec, Canada, H1Z 2B
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code
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(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
SECTION 5 - CORPORATE GOVERANCE AND MANAGEMENT
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Resignation of Officers and Directors
On November 3, 2009 Mr. Andre Benard resigned as Secretary and Treasurer and a Director of the Company.
On November 3, 2009 John Kenney Berscht resigned as President and will remain on the board of directors in the capacity of Secretary, Treasurer and a Director.
Appointment of Officer and Director
David Saltrelli, President and Director
On November 3, 2009, Mr. David Saltrelli was appointed to the board in the capacity of President and a Director of the Company.
David Saltrelli holds a MBA from the Simon School of Business at the University of Rochester where he majored in Finance & Economics. Mr Saltrelli has served with the Investment Firms of Merrill Lynch and Prudential Bache.
Mr. Saltrelli later became a developer/marketer of Fractional Condominium Ownership as President of Pantra Investments.
He went on to build direct marketing companies that provided marketing services for many companies including direct mail programs and premium/incentive programs.
Most recently, Mr. Saltrelli has further developed marketing capabilities and now specializes in high volume/ electronic mass marketing strategies including web based delivery of electronic premiums, incentives, benefits, and electronic coupons to mass markets such as large affiliate groups, churches using fundraisers, and large organizations needing cost effective benefits.
Mr. Saltrelli has over 30 years of direct marketing experience
Item 8 01. Other Events
On November 3, 2009 the Board of Directors of the registrant passed unanimously a resolution authorizing a forward split of the issued and outstanding common shares on a six to one (12 – 1) basis bringing the total common shares issued and outstanding to 61,920,000 A copy of the minutes of the meeting is including in this document as Exhibit 99.1
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
99.1 Share split
99.2 Appointment of Directors
99.3 Appointment of Officers.
99.4 Resignation of Officers and Directors
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.
Calibert Explorations, Ltd.
/s/ David Saltrelli
____________________
David Saltrelli, President
Date: November 4, 2009
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WRITTEN CONSENT TO ACTION WITHOUT MEETING OF THE DIRECTORS OF
Calibert Explorations, Ltd.
A NEVADA CORPORATION
The undersigned Director, being the Directors of Calibert Explorations, Ltd., a StateplaceNevada corporation, pursuant to the by-laws of the Corporation, hereby consents to the following action, without a meeting, and waives all notice or other meeting requirements.
1)
Forward Share Spilt
2) Amend Articles of Incorporation
RESOLVED , that the number of issued and outstanding shares of the Corporation be increased by virtue of a forward share split on a one old for 12 new basis (12-1) to be effective immediately.
RESOLVED , that the number of authorized common shares of the Corporation be increased from 75,000,000 to 200,000,000
Dated: November 3, 2009
The undersigned, being all the Director of Calibert Explorations, Ltd., waives the required notice of meeting and consents to all actions taken hereby.
_/s/ David Saltrelli ___________
David Saltrelli, President, Director
/s/ Ken Berscht ____________________
Ken Berscht, Secretary, Treasurer, Director
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WRITTEN CONSENT TO ACTION WITHOUT MEETING OF ALL THE DIRECTORS OF
CALIBERT EXPLORATIONS, LTD.
A NEVADA CORPORATION
The undersigned Director, being all the Directors of Calibert Explorations, Ltd., a StateplaceNevada corporation, pursuant to the by-laws of the Corporation, hereby consents to the following action, without a meeting, and waives all notice or other meeting requirements.
1)
Addition and Election of New Directors
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RESOLVED, that the number of directors of the Corporation remain at two directors to serve immediately until the next annual meeting of the shareholders, or until removed by other action as allowed by the corporate bylaws; and be it
RESOLVED FURTHER, that the following individual be appointed members of the board to fill the new positions:
David Saltrelli
Dated: this 3 rd day of November, 2009
The undersigned, being all the Directors of Calibert Explorations, Ltd., waives the required notice of meeting and consents to all actions taken hereby. Additionally, execution of this resolution is acceptable in counterparts in accordance with the Company’s By-Laws.
__/s/ Ken Berscht
Ken Berscht, Director,
Secretary, Treasurer
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WRITTEN CONSENT TO ACTION WITHOUT MEETING OF ALL THE DIRECTORS OF
CALIBERT EXPLORATIONS, LTD.
A NEVADA CORPORATION
The undersigned, being all the Directors of CALIBERT EXPLORATIONS, LTD. a Nevada corporation, pursuant to the By-Laws of the Corporation, hereby consent to the following action, without a meeting, and waive all notice or other meeting requirements.
1.
Election of New Officers
RESOLVED, that the following person be elected as the officer of the Corporation to hold office until the next annual general meeting of the Corporation or until removed in accordance with the By-Laws of the Corporation:
Officer
Office
DAVID SALTRELLI PRESIDENT
Dated as of the 3 rd day of NOVEMBER, 2009.
The undersigned, being all the Directors of CALIBERT EXPLORATIONS, LTD., waive the required notice of meeting and consent to all actions taken hererof. Additionally, execution of this resolution is acceptable in counterparts in accordance with the Company’s By-Laws.
_/s/ Ken Berscht
Ken Berscht, Secretary, Treasurer
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WRITTEN CONSENT TO ACTION WITHOUT MEETING OF THE DIRECTORS OF
CALIBERT EXPLORATIONS, LTD.
A NEVADA CORPORATION
The undersigned Directors, being all the Directors of Calibert Explorations, Ltd., a StateplaceNevada corporation, pursuant to the by-laws of the Corporation, hereby consent to the following action, without a meeting, and waive all notice or other meeting requirements.
1)
Resignation of Directors
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WHEREAS, the Company has received the resignations of the following directors and officers of the Corporation.
Andre Benard
RESOLVED, that the number of directors of the Corporation remain two directors to serve until the next annual meeting of the shareholders or until removed or other action as allowed by the corporate bylaws.
Dated: This 3rd day of November, 2007.
The undersigned, being all the Directors of Calibert Explorations, Ltd., waive the required notice of meeting and consent to all actions taken hereby.
/s/David Saltrelli
David Saltrelli, President,
/s/Ken Berscht
Ken Berscht, Secretary, Treasurer
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