NEVADA
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Applied for
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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645 Bayway Boulevard,
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Clearwater Beach, FL
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33767
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(Address of principal executive offices)
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(Zip Code)
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Securities registered under Section 12(b) of the Exchange Act:
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NONE.
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Securities registered under Section 12(g) of the Exchange Act:
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5,160,000 Shares of Common Stock, $0.001 Par Value Per Share.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer (Do not check if a smaller reporting company)
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Smaller Reporting Company
X
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PART I
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ITEM 1.
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BUSINESS
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3 |
ITEM 1A.
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RISK FACTORS
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7 |
ITEM 2.
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PROPERTIES
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9 |
ITEM 3.
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LEGAL PROCEEDINGS
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13 |
ITEM 4.
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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13 |
PART II
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||
ITEM 5.
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MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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14 |
ITEM 6.
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SELECTED FINANCIAL DATA
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15 |
ITEM 7.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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15 |
ITEM 7A.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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19 |
ITEM 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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20 |
ITEM 9.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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35 |
ITEM 9A.
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CONTROLS AND PROCEDURES
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35 |
ITEM 9B.
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OTHER INFORMATION
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35 |
PART III
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||
ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT
.
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37 |
ITEM 11.
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EXECUTIVE COMPENSATION
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39 |
ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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40 |
ITEM 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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41 |
ITEM 14.
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PRINCIPAL ACCOUNTANT FEES AND SERVICES
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42 |
PART IV
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||
ITEM 15.
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EXHIBITS
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43 |
SIGNATURES
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44 |
ITEM 1. | BUSINESS. |
(i)
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Ensuring that any water discharge meets drinking water standards;
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(ii)
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Dust generation will have to be minimal or otherwise re-mediated;
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(iii)
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Dumping of material on the surface will have to be re-contoured and re-vegetated with natural vegetation;
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(iv)
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All material to be left on the surface will need to be environmentally benign;
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(v)
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Ground water will have to be monitored for any potential contaminants;
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(vi)
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The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be re-mediated; and
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(vii)
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There will have to be an impact report of the work on the local fauna and flora including a study of potentially endangered species.
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(a)
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if "penny stock" is sold to an investor in violation of his or her rights listed above, or other federal or states securities laws, the investor may be able to cancel his or her purchase and get his or her money back.
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(b)
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if the stocks are sold in a fraudulent manner, the investor may be able to sue the persons and firms that caused the fraud for damages.
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(c)
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if the investor has signed an arbitration agreement, however, he or she may have to pursue his or her claim through arbitration.
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ITEM 2. | DESCRIPTION OF PROPERTY. |
ITEM 3. | LEGAL PROCEEDINGS. |
ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
ITEM 5.
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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND
SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
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QUARTER
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HIGH ($)
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LOW ($)
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||
1st Quarter 2009
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$0
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$0
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2nd Quarter 2009
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$0
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$0
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3rd Quarter 2009
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$5.00
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$2.00
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(a)
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we would not be able to pay our debts as they become due in the usual course of business; or
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(b)
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our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution (except as otherwise specifically allowed by our Articles of Incorporation).
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ITEM 6. | SELECTED FINANCIAL DATA |
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Statement of Operations Information:
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Year Ended
November 30,
2009
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Year Ended
November 30,
2008
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|||||||
Revenues
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$ | 0 | $ | 0 | ||||
Gross profit
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0 | 0 | ||||||
Total Operating Expenses
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20,775 | 38,018 | ||||||
Net income (loss)
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(20,775 | ) | (38,018 | ) | ||||
Income (loss) per share (basic and diluted)
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(0.00 | ) | (0.01 | ) | ||||
Weighted average shares of common stock outstanding
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||||||||
(basic and diluted) | 5,160,000 | 5,160,000 |
November 30,
2009
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November 30,
2008
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||||
Working capital
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$
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||||
Total assets
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3,708
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17,233
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|||
Total liabilities
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14,750
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7,500
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|||
Accumulated Deficit
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(78,774)
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(58,999)
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|||
Stockholders’ equity (deficit)
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(11,042)
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9,733
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ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. |
1.
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As of August 19, 2009 the Company had insufficient funds to meet the work requirements in order to retain its claim to the property. As a result the Company was unable to retain the Claims on the Calibert Property and is currently seeking other sources to finance operations. In order to keep the claim in good standing we must perform and register exploration work with the province of Quebec of at least CDN$25,200 on our mining claim as recommended by our consulting Mining Engineer, we plan to conduct the first phase of our four phase exploration program starting in July or August, 2010. This Phase One exploration program is expected to cost approximately $13,000. A Geologist and assistant will cover the property mapping and taking rock samples then ship to a laboratory for assay.
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2.
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The results obtained during the Phase One exploration program will be assembled, interpreted and we will review the results.
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3.
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With respect to our Phase Two program, our consulting geologist has indicated that we should budget approximately $29,000 for our Phase Two program. Our Phase two program is scheduled to proceed Between May 1, 2011 and July 31, 2011 A field crew will mobilize onto our claims, survey the claims and perform stripping, trenching, additional mapping and sampling (both soil And rock) and then demobilize from the area.
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4.
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In the case of our Phase Two program, the results obtained during the Phase Two program will be assembled, interpreted and we will review the results of the Phase Two program. We will then engage our consulting geologist to interpret the results of Phase Two and develop a summary report.
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5.
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If the Phase three program were to proceed, our consulting mining engineer has indicated that we should budget approximately $140,000 for our Phase three program. If we proceed with a Phase Three program we would do so between August 1, 2011 and October31, 2011 A field crew will mobilize onto our claim and perform a significant amount of line cutting, VLF-EM and Magnetometer surveys.
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·
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Our ability to raise additional funding;
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·
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The market price for copper and silver;
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·
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The results of our proposed exploration programs on the mineral property; and
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·
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Our ability to find joint venture partners for the development of our property interests
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Summary of Year End Results
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||||||||
Year Ended November 30
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||||||||
2009
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2008
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|||||||
Revenue
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$ | ------- | $ | ------- | ||||
Expenses
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20,775 | 38,018 | ||||||
Net Comprehensive Loss
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$ | (20,775 | ) | $ | (38,018 | ) |
Working Capital
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||||||||
At November 30,
2009
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At November 30,
2008
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|||||||
Current Assets
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$ | 3,708 | $ | 17.233 | ||||
Current Liabilities
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$ | (14,750 | ) | $ | (7,500 | ) | ||
Working Capital (Deficit)
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$ | (11,042 | ) | $ | 9,733 |
Cash Flows
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||||||||
Year Ended
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From inception (February 21,2007) to
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|||||||
November 30, 2009
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November 30, 2009,
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|||||||
Cash Flows used in Operating Activities
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$ | (13,525 | ) | $ | (65,024 | ) | ||
Cash Flows used in Investing Activities
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$ | 0 | $ | 0 | ||||
Cash Flows provided by Financing Activities
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$ | 0 | $ | 68,732 | ||||
Net (Decrease) Increase in Cash During Period
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$ | (13,525 | ) | $ | (65,024 | ) |
ITEM 7A | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 8. | FINANCIAL STATEMENTS. |
1.
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Reports of Independent Registered Public Accounting Firm;*
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F-1 |
2.
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Balance Sheets as of November 30, 2009
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F-2 |
3.
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Statements of Operations for the years ended November 30, 2009 and 2008 and for the period from inception on February 21, 2007, to November 30, 2009;
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F-3 |
4.
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Statement of Stockholders’ Equity (Deficiency) for the period from inception on February 21, 2007 through November 30, 2009;
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F-4 |
5.
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Statements of Cash Flows for the years ended November 30, 2009 and 2008 and for the period from inception on February 21, 2007 to November 30, 2009; and
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F-5 |
6.
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Notes to Financial Statements.
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F-6 |
CALIBERT EXPLORATIONS LTD.
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(An Exploration Stage Company)
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CONSOLIDATED BALANCE SHEETS
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CALIBERT EXPLORATIONSRESOURCES, INC
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(AN EXPLORATION STAGE COMPANY)
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STATEMENT OF OPERATIONS
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For the Period
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||||||||||||
from February 21,
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||||||||||||
For the year ended
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For the year ended
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2007 (inception) to
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||||||||||
November 30, 2009
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November 30, 2008
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November 30, 2009
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||||||||||
REVENUES
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$ | - | $ | - | $ | - | ||||||
Cost of operations
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- | - | - | |||||||||
GROSS PROFIT
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- | - | - | |||||||||
OPERATING EXPENSES
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||||||||||||
General and administrative expenses
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20,775 | 38,018 | 79,774 | |||||||||
Total operating expenses
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20,775 | 38,018 | 79,774 | |||||||||
Loss from continuing operations
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||||||||||||
before provision for income taxes
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(20,775 | ) | (38,018 | ) | (79,774 | ) | ||||||
Provision for income taxes
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- | - | - | |||||||||
NET LOSS
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$ | (20,775 | ) | $ | (38,018 | ) | $ | (79,774 | ) | |||
Weighted average common shares outstanding
- basic and diluted
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5,160,000 | 5,160,000 | 5,160,000 | |||||||||
Net loss per share-basic and diluted
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$ | (0.00 | ) | $ | (0.01 | ) | $ | (0.02 | ) | |||
CALIBERT EXPLORATIONSRESOURCES, INC
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(AN EXPLORATION STAGE COMPANY)
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STATEMENT OF STOCKHOLDER'S EQUITY
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FOR THE PERIOD FROM February 21, 2007 (INCEPTION) TO NOVEMBER 30, 2009
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Common Stock
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||||||||||||||||||||
200,000,000 shares authorized
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Additional
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Total
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||||||||||||||||||
Number of
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Par Value
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Paid-in
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Accumulated
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Shareholders'
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||||||||||||||||
Shares
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$ | 0.001 |
Capital
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Deficit
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(Deficiency) Equity
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|||||||||||||||
BALANCE, FEBRUARY 21, 2007
(INCEPTION)
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- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Shares subscribed at $0.001
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3,000,000 | 3,000 | - | 3,000 | ||||||||||||||||
Shares subscribed at $0.03
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2,160,000 | 2,160 | 63,572 | 65,732 | ||||||||||||||||
Net loss
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- | - | - | (20,981 | ) | (20,981 | ) | |||||||||||||
BALANCE, NOVEMBER 30, 2007
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5,160,000 | $ | 5,160 | $ | 63,572 | $ | (20,981 | ) | $ | 47,751 | ||||||||||
Net loss
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- | - | - | (38,018 | ) | (38,018 | ) | |||||||||||||
BALANCE, NOVEMBER 30, 2008
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5,160,000 | $ | 5,160 | $ | 63,572 | $ | (58,999 | ) | $ | 9,733 | ||||||||||
Net loss
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- | - | - | (20,775 | ) | (20,775 | ) | |||||||||||||
BALANCE, NOVEMBER 30, 2009
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5,160,000 | $ | 5,160 | $ | 63,572 | $ | (79,774 | ) | $ | (11,042 | ) | |||||||||
February 21,
2007
(inception)
Through
November 30,
2009
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February 21,
2007
(inception)
Through
November 30,
2008
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||
Computed “expected” tax benefit
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$
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7,064
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12,927
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Less; benefit of operating loss carryforwards
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7,064
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12,927
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$
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-
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-
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2009
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2008
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|||
Current
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$
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-
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-
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||
Non-current
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27,124
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20,060
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|||
Total gross deferred tax assets
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27,124
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20,060
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|||
Less valuation allowance
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(27,124)
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(20,060)
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Net deferred tax assets
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$
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-
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-
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Ended November 30,
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||||||||
2009
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2008
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|||||||
Numerator:
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||||||||
Continuing operations:
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||||||||
Income from continuing operations
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$ | ( 20,775 | ) | $ | ( 38,018 | ) | ||
Effect of dilutive convertible debt
|
-- | -- | ||||||
Total
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$ | ( 20,775 | ) | $ | ( 38,018 | ) | ||
Discontinued operations
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||||||||
Loss from discontinued operations
|
-- | -- | ||||||
Net income (loss)
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$ | ( 20,775 | ) | $ | ( 38,018 | ) | ||
Denominator:
|
||||||||
Weighted average number of shares
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||||||||
outstanding – basic and diluted | 5,160,000 | 5,160,000 |
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
CONTROL
PERSONS
AND
CORPORATE GOVERNANCE; COMPLIANCE WITH
SECTION
16(A) OF
THE
EXCHANGE ACT.
|
Name
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Age
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Position
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Andre Benard
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51
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President, and Director February 21, 2007 to November 3, 2009
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|
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John Kenney Berscht
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71
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Secretary, Treasurer and Director
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|
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David Saltrelli
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51
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President, and Director as of November 3, 2009
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SUMMARY COMPENSATION TABLE
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|||||||||
Name &
Principal
Position
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Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-
Equity
Incentive
Plan
Compen-
sation ($)
|
Nonqualifie
d
Deferred
Compen-
sation
Earnings
($)
|
All
Other
Compen
-sation
($)
|
Total
($)
|
Andre Benard
(1)
President,
Secretary,
Treasurer &
Director
|
2007
2008
2009
|
$0
$0
$0
|
$0
$0
$0
|
$0
$0
$0
|
$0
$0
$0
|
$0
$0
$0
|
$0
$0
$0
|
$0
$0
$0
|
$0
$0
$0
|
ITEM 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.
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Title of Class
|
Name and
Address
of Beneficial
Owner
|
Amount and
Nature of
Beneficial
Ownership
|
Percentage of
Common
Stock
(1)
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DIRECTORS AND EXECUTIVE OFFICERS
|
|||
Common Stock
|
David Saltrelli
President,
and Director
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3,000,000
Direct
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57%
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Common Stock
|
All Directors and Executive
Officers
as a Group (1 person)
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3,000,000
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57%
|
Common Stock
|
David Saltrelli President, and
Director
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3,000,000
Direct
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57%
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Notes:
|
|
(1)
|
Based on 5,160,000 shares of our common stock issued and outstanding as of March 15, 2010, Under Rule 13d-3, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on March 15, 2010.
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(i)
|
Any of our directors or officers;
|
|
(ii)
|
Any person proposed as a nominee for election as a director;
|
|
(iii)
|
Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;
|
|
(iv)
|
Any of our promoters; and
|
|
(v)
|
Any relative or spouse of any of the foregoing persons who has the same house as such person.
|
Year Ended November 30,
2009
|
Year Ended November 30,
2008
|
|
Audit Fees
|
$15,000
|
$15,000
|
Audit Related Fees
|
800
|
800
|
Tax Fees
|
Nil
|
Nil
|
All Other Fees
|
Nil
|
Nil
|
Total
|
$15,800
|
$15,800
|
Exhibit
|
|
Number
|
Description of Exhibits
|
3.1
|
Articles of Incorporation.
(1)
|
3.2
|
Bylaws,.
(1)
|
4.1
|
Form of Subscription.
(1)
|
14.1
|
Code of Ethics.
(1)
|
31.1
|
Certification of Principal Executive Officer and Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification of Principal Executive Officer and Principal Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
(1)
|
Filed with the SEC as an exhibit to our Registration Statement on Form S-1originally filed on, June 9, 2008, as amended.
|
CALIBERT EXPLORATIONS, LTD.
|
||
BY:
|
DAVID SALTRELLI
David Saltrelli, President, Principal Executive Officer,
Principal Accounting Officer and a member of the
Board of Directors.
|
Signature
|
Title
|
Date
|
DAVID SALTRELLI
|
President, Principal Executive Officer, Principal
|
March 15, 2010
|
David Saltrelli
|
Financial Officer and a member of the Board of
Directors.
|
|
PETER SCHUSTER
|
Secretary, Treasurer and a member of the Board
|
March 15, 2010
|
Peter Schuster
|
of Directors
|
|
1.
|
I have reviewed this Form 10-K for the year ended November 30, 2009 of Calibert Explorations Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant
=
s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and,
|
d.
|
Disclosed in this report any change in the registrant
=
s internal control over financial reporting that occurred during the registrant
=
s most recent fiscal quarter (the registrant
=
s fourth fiscal quarter
in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant
=
s internal control over financial reporting; and
|
5.
|
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant
=
s auditors and the audit committee of the registrant
=
s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant
=
s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant
=
s internal control over financial reporting.
|
Date: March 15, 2010
|
DAVID SALTRELLI
|
David Saltrelli
|
|
Principal Executive Officer and Principal Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
DAVID SALTRELLI
|
|
David Saltrelli
|
|
Chief Executive Officer and Chief Financial Officer
|