NEVADA
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000-53346
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(State or other jurisdiction of incorporation)
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(Commission File No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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AMENDMENT
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Forward Looking Statements
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Item 5.01(a)(8)
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Changes in Control of the Registrant
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1.
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On, May 21, 2007 we issued 3,000,000 shares of common stock at a price of $0.001 per share for cash proceeds of $3,000 received from our President;
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2.
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On November 30, 2007 we issued 2,265,000 shares of common stock at a price of $0.03 per share for cash proceeds of $67,950; to non-affiliate Canadian residents.
With respect to all of the above offerings, we completed the offerings of the common stock pursuant to Rule 903 of Regulation S of the Act on the basis that the sale of the common stock was completed in an "offshore transaction", as defined in Rule 902(h) of Regulation S. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the units. Each investor represented to us that the investor was not a U.S. person, as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. person. The subscription agreement executed between us and the investor included statements that the securities had not been registered pursuant to the Act and that the securities may not be offered or sold in the United States unless the securities are registered under the Act or pursuant to an exemption from the Act. The investor agreed by execution of the subscription agreement for the common stock: (i) to resell the securities purchased only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an exemption from registration under the Act; (ii) that we are required to refuse to register any sale of the securities purchased unless the transfer is in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an exemption from registration under the Act; and (iii) not to engage in hedging transactions with regards to the securities purchased unless in compliance with the Act. All securities issued were endorsed with a restrictive legend confirming that the securities had been issued pursuant to Regulation S of the Act and could not be resold without registration under the Act or an applicable exemption from the registration requirements of the Act.
Each investor was given adequate access to sufficient information about us to make an informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to any of the purchasers.
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Item 9.01
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Financial Statements and Exhibits
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Exhibit
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Number
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Description of Exhibits
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3.1
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Articles of Incorporation.(1)
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3.2
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Bylaws,.(1)
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4.1
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Form of Subscription.(1)
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14.1
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Code of Ethics. (1)
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(1)
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Filed with the SEC as an exhibit to our Registration Statement on Form S-1 originally filed on, June 9, 2008, as amended.
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CALIBERT EXPLORATIONS, LTD.
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BY:
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DAVID SALTRELLI
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David Saltrelli
President
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Exhibit
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Number
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Description of Exhibits
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3.1
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Articles of Incorporation.(1)
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3.2
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Bylaws,.(1)
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4.1
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Form of Subscription.(1)
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14.1
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Code of Ethics. (1)
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(1)
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Filed with the SEC as an exhibit to our Registration Statement on Form S-1 originally filed on, June 9, 2008, as amended.
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