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

                     U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                   FORM 10-QSB

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

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

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

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

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

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

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

                                 (661) 477-7699
                            Issuer's telephone number


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

         Check whether the issuer (1) filed all reports  required to be filed by
 Section 13 or 15(d) of the  Exchange Act during the past 12 months (or for such
 shorter period that the registrant was required to file such reports),  and (2)
 has been subject to such filing requirements for the past 90 days. Yes X No



<PAGE>





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

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


                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

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



<PAGE>



                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                                                (Unaudited)
                                                                                  March 31,         December 31,
                                                                              ------------------  -----------------
                                                                                     2005               2004
                                                                              ------------------  -----------------
ASSETS
Current Assets
<S>                                                                           <C>                 <C>
  Cash and cash equivalents                                                   $          127,114  $             728
                                                                              ------------------  -----------------

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

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

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

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

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

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


     Total Liabilities and Stockholders' Equity                               $          127,114  $             728
                                                                              ==================  =================
</TABLE>

                             See accompanying notes.

                                        3

<PAGE>



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

<TABLE>
<CAPTION>
                                                                                                 Accumulated
                                                                                                    Since
                                                                                                November 21,
                                                                   (Unaudited)                       2002
                                                              For the Three Months               Inception of
                                                                  Ended March 31,                Exploration
                                                             2005              2004                 State
                                                      ------------------  ------------------  -----------------
<S>                                                   <C>                 <C>                 <C>
Revenues                                              $                -  $                 - $               -
                                                      ------------------  ------------------  -----------------

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

     Total Expenses                                               61,444                 874            615,293

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

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

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

Loss per Common Share                                 $                -  $                -
                                                      ==================  ==================
</TABLE>







                             See accompanying notes.

                                        4

<PAGE>



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

<TABLE>
<CAPTION>
                                                                                                    Accumulated
                                                                                                       Since
                                                                                                    November 21,
                                                                        (Unaudited)                     2002
                                                                    For the Three Months            Inception of
                                                                      Ended March 31,               Exploration
                                                                  2005               2004              State
                                                            ----------------- ------------------ ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                         <C>               <C>                <C>
Net Loss                                                    $         (63,035)$             (874)$         (618,543)
Adjustments used to reconcile net loss to net
  cash provided by (used in) operating activities
Depreciation                                                                -                  -                744
Stock compensation                                                          -                  -            102,000
Common stock to be issued for mineral rights                                -                  -             19,000
Mineral rights expensed                                                     -                  -             16,000
Increase (decrease) in accrued interest                                 1,591                  -              3,250
Increase (decrease) in accrued expenses                               (85,474)                 -             12,256
Increase (decrease) in contract payable                                     -                  -             15,000
Increase (decrease) in accounts payable                                (8,776)               846            180,291
                                                            ----------------- ------------------ ------------------
Net cash used in operating activities                                (155,694)               (28)          (270,002)
                                                            ----------------- ------------------ ------------------

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


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

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


                                        5

<PAGE>



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

<TABLE>
<CAPTION>
                                                                                                    Accumulated
                                                                                                       Since
                                                                                                    November 21,
                                                                        (Unaudited)                     2002
                                                                   For the Three Months             Inception of
                                                                      Ended March 31,               Exploration
                                                            ------------------------------------
                                                                  2005               2004              State
                                                            ----------------- ------------------ ------------------
SUPPLEMENTAL DISCLOSURE OF CASH
  FLOW INFORMATION:
<S>                                                         <C>               <C>                <C>
Interest                                                    $               - $                - $                -
Income Taxes                                                $               - $                - $                -
</TABLE>

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

























                             See accompanying notes.

                                        6

<PAGE>



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

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN

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

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

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

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

Organization and Basis of Presentation

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





                                        7

<PAGE>



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

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

Nature of Operations

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

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

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

         All  significant  intercompany  balances  and  transactions  have  been
eliminated.


                                        8

<PAGE>



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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue and Cost Recognition

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

Use of Estimates

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

Accounts Receivable, Deposits, Accounts Payable and Accrued Expenses

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

Mineral Properties and Mining Equipment

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

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


                                        9

<PAGE>



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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Land Options

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

Reclamation and Environmental Costs

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

Income  Taxes

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

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

Stock  Based  Compensation

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



                                       10

<PAGE>



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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash  and  Cash  Equivalents, and Credit Risk

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

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

Foreign Currency Translation and Transactions

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

Earnings Per Share

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

NOTE 3 - EXPLORATION STATE COMPANY/ GOING CONCERN

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

NOTE 4  -  AFFILIATES  AND  RELATED  PARTIES

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


                                       11

<PAGE>



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

NOTE 4  -  AFFILIATES  AND  RELATED  PARTIES (continued)

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

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

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

NOTE 5 - NOTES PAYABLE

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

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

NOTE 6 -  INCOME  TAXES

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



                                       12

<PAGE>



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

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.

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.

                                       13

<PAGE>



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

NOTE 8 -  SHAREHOLDERS'  EQUITY (continued)

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

Common Stock to be Issued

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

Common Stock Recorded as Compensation

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

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

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

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

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

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



                                       14

<PAGE>



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

NOTE 9 - MINERAL RIGHTS

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

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

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

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

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

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

                                       15

<PAGE>



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

NOTE 9 - MINERAL RIGHTS (continued)

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

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

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

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

NOTE 10 -  COMMITMENTS  AND  CONTINGENCIES

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



                                       16

<PAGE>



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

NOTE 10 -  COMMITMENTS  AND  CONTINGENCIES (continued)

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

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

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

NOTE 11 - CONVERTIBLE DEBENTURES

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



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

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

PLAN OF OPERATIONS

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

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


                                       17

<PAGE>



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

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

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

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

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

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

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

                                       18

<PAGE>



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

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

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

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

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

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

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

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

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

                                       19

<PAGE>



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

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

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

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

SUBSEQUENT EVENT:

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

ITEM 3.  CONTROLS AND PROCEDURES

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

         (a) Evaluation of Disclosure Controls and Procedures


                                       20

<PAGE>



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

         (b) Changes in Internal Controls

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

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  CHANGES IN SECURITIES

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

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

         None.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibit
Number          Title of Document

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

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

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

                                       21

<PAGE>



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

(b) Reports on Form 8-K filed.

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






















                                       22

<PAGE>



                                   SIGNATURES

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


Caliber Energy, Inc.
(Registrant)


DATE:      May 6, 2005




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

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
























                                                        23