UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 10-K/A-2




[X]Annual Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934




For the fiscal year ended November 30, 2009




[   ] Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934




For the transition period from _______________ to _______________




COMMISSION FILENUMBER:000-53346




CALIBERT EXPLORATIONS, LTD.


(Name of small business issuer in its charter)




NEVADA
Applied for(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)645 Bayway Boulevard,Clearwater Beach, FL
33767(Address of principal executive offices)
(Zip Code)




Issuer’s telephone number:  727-442-2600




Securities registered under Section 12(b) of the Exchange Act:
NONE.Securities registered under Section 12(g) of the Exchange Act:
5,160,000 Shares of Common Stock, $0.001 Par Value Per Share.





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No X




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 [   ]




Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-X contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[X]




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated filer
Accelerated filerNon-accelerated filer

(Do not check if a smaller reporting company)
Smaller Reporting Company X




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No




State issuer’s revenues for its most recent fiscal year. $NIL




State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days.  (See definition of affiliate in Rule 12b-2of the Exchange Act.):




$12,900,000 based on sale price of $2.50 per share




State the number of shares outstanding of each of the issuer’s classes of common equity, as of the


latest practicable date: 5,160,000 common shares issued and outstanding




Transitional Small Business Disclosure Format (check one): Yes [   ]   No [X]
















This Form 10-K/A-2 is being filed as a result of comments received from the Securities and Exchange Commission.  Only Items 8 and 9 have been amended.  The amendments relate to the disclosure in Note 1 to our financial statements; acquisition costs and expenses in Note 3 to our financial statements; and,  management’s report on disclosure controls and procedures and on internal control over financial reporting.






PART I




Certain statements contained in this Annual Report on Form 10-K constitute “forward-looking statements.” These statements, identified by words such as “plan,” “anticipate,” “believe,” “estimate,” “should,” “expect,” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption “Management’s Discussion and Analysis or Plan of Operation” and elsewhere in this Annual Report. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K.




As used in this Annual Report, the terms “we,” “us,” “our,” “Calibert ” and the “Company” means Calibert Explorations, Ltd., unless otherwise indicated. All dollar amounts in this Annual Report are expressed in U.S. dollars, unless otherwise indicated.
































2




ITEM 8.                    FINANCIAL STATEMENTS.




Index to Financial Statements:




CALIBERT EXPLORATIONS LTD


(An Exploration Stage Company)





FINANCIAL STATEMENTS





For the years ended November 30, 2009 and 2008 and the period of February 21, 2007 (inception) through November 30, 2009








CONTENTS





PageReport of Independent Registered Public Accounting Firm
F-2Consolidated Balance Sheets
F-3Consolidated Statements of Operations
F-4Consolidated Statement of Changes in Shareholders' (Deficiency) Equity
F-5Consolidated Statements of Cash Flows
F-6Notes to Consolidated Financial Statements
F-7-16





































3


Report of Independent Registered Public Accounting Firm





To The Shareholders and Board of Directors


of Calibert Explorations Ltd.




We have audited the accompanying consolidated balance sheets of Calibert Explorations Ltd. (an Exploration Stage Company) as of November 30, 2009 and 2008 and the related statements of operations, changes in shareholders’ (deficiency) equity and cash flows for the years then ended and from February 21, 2007 (inception) through November 30, 2009. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.





We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation.  We believe that our audits provided a reasonable basis for our opinion.





In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Calibert Explorations Ltd. as of November, 2009, and the results of its operations and its cash flows for the year then ended and the period from February 21, 2007 (inception) through November 30, 2009 in conformity with accounting principles generally accepted in the United States.





The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern.  As more fully described in Note 2, the Company’s need to seek new sources or methods of financing or revenue to pursue its business strategy, raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans as to these matters are also described in Note 2.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.





As more fully described in Note 1 to the consolidated financial statements, the Company determined that additional disclosure was necessary in order to reflect its accounting policy for accounting for mineral costs than what was presented in the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended November 30, 2009.  There were no changes to reported earnings as a result of the additional disclosure.








JEWETT, SCHWARTZ, WOLFE & ASSOCIATES




Hollywood, Florida


March 13, 2010, except for Note 1, which is dated May 12, 2010







F-2




4




CALIBERT EXPLORATIONS LTD.(An Exploration Stage Company)CONSOLIDATED BALANCE SHEETS






November 30,


November 30,2009


2008ASSETSCURRENT ASSETS:Cash


3,708


$
17,233TOTAL CURRENT ASSETS


3,708



17,233TOTAL ASSETS

$
3,708


$
17,233LIABILITIES AND SHAREHOLDERS' EQUITYAccounts payable and accrued expenses


14,750


$
7,500CURRENT LIABILITIES:


14,750



7,500COMMITMENTS AND CONTINGENCIESSHAREHOLDERS' EQUITY:Common Stock, $0.001 par value 200,000,000 sharesauthorized and 5,160,000 shares issued and outstandingas of November 30, 2009 and 2008


5,160



5,160Paid in capital


63,572



63,572Deficit accumulated during the exploration stage


(79,774
)


(58,999
)TOTAL SHAREHOLDERS' (DEFICIENCY) EQUITY


(11,042
)


9,733TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIENCY) EQUITY

$
3,708


$
17,233











F-3




5




CALIBERT EXPLORATIONSRESOURCES, INC(AN EXPLORATION STAGE COMPANY)STATEMENT OF OPERATIONS






For the Periodfrom February 21,For the year ended


For the year ended


2007 (inception) toNovember 30, 2009


November 30, 2008


November 30, 2009REVENUES

$
-


$
-


$
-Cost of operations


-



-



-GROSS PROFIT


-



-



-OPERATING EXPENSESGeneral and administrative expenses


20,775



38,018



79,774Total operating expenses


20,775



38,018



79,774Loss from continuing operationsbefore provision for income taxes


(20,775
)


(38,018
)


(79,774
)Provision for income taxes


-



-



-NET LOSS

$
(20,775
)

$
(38,018
)

$
(79,774
)Weighted average common shares outstanding

- basic and diluted


5,160,000



5,160,000



5,160,000Net loss per share-basic and diluted

$
(0.00
)

$
(0.01
)

$
(0.02
)





















F-4




6






CALIBERT EXPLORATIONSRESOURCES, INC(AN EXPLORATION STAGE COMPANY)STATEMENT OF STOCKHOLDER'S EQUITYFOR THE PERIOD FROM February 21, 2007 (INCEPTION) TO NOVEMBER 30, 2009






Common Stock200,000,000 shares authorized


Additional





TotalNumber of


Par Value


Paid-in


Accumulated


Shareholders'Shares


$
0.001


Capital


Deficit


(Deficiency) EquityBALANCE, FEBRUARY 21, 2007(INCEPTION)


-


$
-


$
-


$
-


$
-Shares subscribed at $0.001


3,000,000



3,000



-







3,000Shares subscribed at $0.03


2,160,000



2,160



63,572







65,732Net loss


-



-



-



(20,981
)


(20,981
)BALANCE, NOVEMBER 30, 2007


5,160,000


$
5,160


$
63,572


$
(20,981
)

$
47,751Net loss


-



-



-



(38,018
)


(38,018
)BALANCE, NOVEMBER 30, 2008


5,160,000


$
5,160


$
63,572


$
(58,999
)

$
9,733Net loss


-



-



-



(20,775
)


(20,775
)BALANCE, NOVEMBER 30, 2009


5,160,000


$
5,160


$
63,572


$
(79,774
)

$
(11,042
)









































F-5




7






CALIBERT EXPLORATIONSRESOURCES, INC(AN EXPLORATION STAGE COMPANY)STATEMENT OF CASH FLOWS  For the Periodfrom February 212007 (inception) toNovember 30, 2009


November 30, 2008


November 30, 2009CASH FLOW FROM OPERATING ACTIVITIES:Net loss

$
(20,775
)

$
(38,018
)

$
(79,774
)Changes in current assets and liabilities:Accrued expenses


7,250



3,750



14,750NET CASH USED IN OPERATING ACTIVITIES


(13,525
)


(34,268
)


(65,024
)CASH FLOW FROM FINANCING ACTIVITIES:Subscriptions received from investor


-



-



68,732NET CASH PROVIDED BY FINANCING ACTIVITIES


-



-



68,732Increase (Decrease) in Cash and Cash Equivalents


(13,525
)


(34,268
)


3,708CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD


17,233



51,501



-CASH AND CASH EQUIVALENTS, END OF PERIOD

$
3,708


$
17,233


$
3,708SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for interest

$
-


$
-


$
-Cash paid for income taxes

$
-


$
-


$
-

























F-6




8


CALIBERT EXPLORATIONS, LTD.


(An Exploration Stage Company)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


For the period of February 21, 2007 (Inception)


through November 30 2009








NOTE 1 - NATURE OF OPERATIONS





Calibert Explorations Ltd. (Company) was incorporated in the State of Nevada on February 21, 2007.  The Company was organized to explore mineral properties in Quebec, Canada.   On November 23, 2009, the Company entered into an agreement to acquire the assets of Megalink Global, Inc.  On February 23, 2010, the Company rescinded the foregoing agreement to acquire the assets of Megalink Global, Inc. when it was determined that audited financial statements could not be acquired for Megalink Global, Inc.





NOTE 2 – GOING CONCERN





These financial statements are presented on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business over a reasonable length of time. As of November 30, 2009, the Company had $3,708 in cash, working deficit of $11,042, and shareholders’ deficiency of $11,042 and accumulated net losses of $79,774 since inception. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Its continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing or refinancing as may be required, to develop commercially viable mining reserves, and ultimately to establish profitable operations.





Management's plans for the continuation of the Company as a going concern include financing the Company's operations through issuance of its common stock. If the Company is unable to complete its financing requirements or achieve revenue as projected, it will then modify its expenditures and plan of operations to coincide with the actual financing completed and actual operating revenues. There are no assurances, however, with respect to the future success of these plans.  Unless otherwise indicated, amounts provided in these notes to the consolidated financial statements pertain to continuing operations. The Company is not currently earning any revenues.





NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES




Basis of Presentation




These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in United States (US) dollars. The Company has not produced any revenue from its principal business and is an exploration stage company as defined by the Financial Accounting Standard Board (FASB) Accounting Standard Codification (ASC) 270. “Accounting and Reporting by Development Stage Enterprises”.





Principles of Consolidation




The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Calibert Explorations Ltd. a Company incorporated under the Company Act of Quebec on March 20, 2007.  All inter-company transactions have been eliminated.





F-7





9





CALIBERT EXPLORATIONS, LTD.


(An Exploration Stage Company)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


For the period of February 21, 2007 (Inception)


through November 30 2009





Use of Estimates





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





Concentration of Credit Risk





The financial instrument that subjects the Company to concentration of credit risk is cash.





Regulatory Matters





The company and its mineral property interests are subject to a variety of Canadian national and provincial regulations governing land use, health, safety and environmental matters. The company’s management believes it has been in substantial compliance with all such regulations, and is unaware of any pending action or proceeding relating to regulatory matters that would affect the financial position of the Company.





Impaired Asset Policy





The Company periodically reviews its long-lived assets when applicable to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable, pursuant to guidance established in ASC “Property, Plant, and Equipment". The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, the assets will be written down to fair value.





Start-up Expenses





The Company has adopted Statement of Position (SOP) No. 98-5 ("SOP 98-5"), "Reporting the Costs of Start-up Activities," which requires that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Company's formation have been included in the Company's general and administrative expenses for the period from inception on February 21, 2007 to November 30, 2009.


























F-8








10







CALIBERT EXPLORATIONS, LTD.


(An Exploration Stage Company)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


For the period of February 21, 2007 (Inception)


through November 30 2009





Mineral Property Expenditures





The Company is primarily engaged in the acquisition, and exploration of mineral properties. Mineral property acquisition costs are capitalized in accordance with ASC 930-360, "EXTRACTIVE ACTIVITIES - MINING - PROPERTY, PLANT AND EQUIPMENT" when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property acquisition costs are capitalized as incurred and are subject to periodic impairment testing.   In the event that mineral property acquisition costs are paid with Company shares, those shares are recorded at the estimated fair value at the time the shares are due in accordance with the terms of the property agreements. Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and pre feasibility, the costs incurred to develop such property are capitalized. Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis. Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.




As of the date of these financial statements, the Company has incurred only property option payments and exploration costs which have been expensed. To date the Company has not established any proven or probable reserves on its mineral properties and therefore, all acquisition costs of mineral properties have been fully impaired.





Foreign Currency Translation





The Company’s functional currency is the Canadian dollar as substantially all of the Company’s operations are in Canada.  The Company used the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission and in accordance with the ASC 830 “Foreign Currency Translation”.





Foreign Currency Translation





Assets and liabilities that are denominated in a foreign currency are translated at the exchange rate in effect at the year end and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Translation adjustments from the use of different exchange rates from period to period are included in the Comprehensive Income statement account in stockholders’ (deficiency) equity, if applicable. There were no translation adjustments as of November 30, 2009.

















F-9








11








CALIBERT EXPLORATIONS, LTD.


(An Exploration Stage Company)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


For the period of February 21, 2007 (Inception)


through November 30 2009








Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. If applicable, exchange gains and losses are included in other items on the statement of operations.  There were no exchange gains or losses as of November 30, 2009.





Cash and Cash Equivalents





The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.





Loss Per Share





The Company computed basic and diluted loss per share amounts for November 30, 2009 pursuant to the ASC 260 “Earnings per Share.”  There are no potentially dilutive shares outstanding and, accordingly, dilutive per share amounts have not been presented in the accompanying statements of operations.





Fair Value of Financial Instruments





ASC 820, “Fair Value Measurement and Disclosures,” requires disclosures of information regarding the fair value of certain financial instruments for which it is practicable to estimate the value.  For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale of liquidation.





Comprehensive Loss





ASC 220, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of November 30, 2009 the Company has no items that represent comprehensive loss and therefore, has not included a schedule of comprehensive loss in financial statements.





Income Taxes





Income taxes are recognized in accordance with ASC 740, “Income Taxes”, whereby deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized.











F-10








12







CALIBERT EXPLORATIONS, LTD.


(An Exploration Stage Company)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


For the period of February 21, 2007 (Inception)


through November 30 2009








Fair Value of Financial Instruments





“Disclosures about Fair Value of Financial Instruments,” requires disclosures of information regarding the fair value of certain financial instruments for which it is practicable to estimate the value.  For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale of liquidation.





The company accounts for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are:




Level 1—inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. We have no Level 1 instruments as of November 30, 2009.




Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and forward and spot prices for currencies and commodities. We have no Level 2 instruments as of November 30, 2009.










































F-11


13


CALIBERT EXPLORATIONS, LTD.


(An Exploration Stage Company)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


For the period of February 21, 2007 (Inception)


through November 30 2009





Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Our Level 3 non-derivative assets primarily comprise investments in certain corporate bonds. We value these corporate bonds using internally developed valuation models, inputs to which include interest rate curves, credit spreads, stock prices, and volatilities. Unobservable inputs used in these models are significant to the fair values of the investments.We have no Level 3 instruments as of November 30, 2009.





Recent Accounting Pronouncements





Recent accounting pronouncements that the Company has adopted or will be required to adopt in the future are summarized below.





In May 2009, the FASB issued ASC 855, Subsequent Events,which provides guidance on events that occur after the balance sheet date but prior to the issuance of the financial statements. ASC 855 distinguishes events requiring recognition in the financial statements and those that may require disclosure in the financial statements. Furthermore, ASC 855 requires disclosure of the date through which subsequent events were evaluated. These requirements are effective for interim and annual periods after June 15, 2009. We adopted these requirements for the year ended December 31, 2009, and have evaluated subsequent events through March 13, 2010.





In August 2009, the FASB issued ASU 2009-05 which includes amendments to Subtopic 820-10, “Fair Value Measurements and Disclosures—Overall”. The update provides clarification that in circumstances, in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update. The amendments in this ASU clarify that a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability and also clarifies  that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. The guidance provided in this ASU is effective for the first reporting period, including interim periods, beginning after issuance. The adoption of this standard did not have a material impact on the Company’s consolidated financial position and results of operations.




In September 2009, the FASB has published ASU No. 2009-12, “Fair Value Measurements and Disclosures (Topic 820) - Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)”. This ASU amends Subtopic 820-10, “Fair Value Measurements and Disclosures – Overall”, to permit a reporting entity to measure the fair value of certain investments on the basis of the net asset value per share of the investment (or its equivalent). This ASU also requires new disclosures, by major category of investments including the attributes of investments within the scope of this amendment to the Codification. The guidance in this Update is effective for interim and annual periods ending after December 15, 2009. Early application is permitted. The adoption of this standard did not have an impact on the Company’s consolidated financial position and results of operations.








F-12





14








CALIBERT EXPLORATIONS, LTD.


(An Exploration Stage Company)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


For the period of February 21, 2007 (Inception)


through November 30 2009







NOTE 4 – MINERAL LEASES AND CLAIMS




On July 18, 2007 the Company acquired a 100% interest in numerous claims known as the Feuillet 32G06 and Feuillet 32G11 Properties and are located in the Chibougameau Mining District, Quebec. The claims were purchased for $9,122 cash.




During the year ended November 30, 2007, the Company determined that the carrying amount of the mineral claims were in excess of its estimated fair value and recognized an impairment loss on mineral claims costs of $9,122.




NOTE 5 – STOCKHOLDERS’ EQUITY





Between February 21, 2007 and November 30, 2008 the company received one subscription from the company’s sole officer and director totaling a cash proceeds of $3,000 and the issuance of 3,000,000 common shares.





Between February 21, 2007 and November 30, 2008 the company received subscriptions from 40 non affiliate shareholders, totaling cash proceeds of $64,800 and the issuance of 2,160,000 common shares.





NOTE 6 - INCOME TAXES





Deferred income taxes arise from timing differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. A deferred tax asset valuation allowance is recorded when it is more likely than not that deferred tax assets will not be realized. A valuation allowance of 100% of the deferred tax assets was made.  There were no deferred taxes as of November 30, 2009.





There was no income tax expense for the years ended November 30, 2009 and 2008 due to the Company’s net losses.





The Company’s tax benefit differs from the “expected” tax benefit for the year ended November 30, 2009, which is (computed by applying the Federal Corporate tax rate of 34% to loss before taxes), as follows:

























F-13





15








CALIBERT EXPLORATIONS, LTD.


(An Exploration Stage Company)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


For the period of February 21, 2007 (Inception)


through November 30 2009





February 21, 2007

(inception)

Through November 30, 2009


February 21, 2007

(inception)

Through November 30, 2008Computed “expected” tax   benefit

$
7,064



12,927Less; benefit of operating loss carryforwards


7,064



12,927$
-



-





The effects of temporary differences that gave rise to deferred tax assets at November 30, 2009 and 2008 are as follows:





2009


2008Current

$
-



-Non-current


27,124



20,060Total gross deferred tax assets


27,124



20,060Less valuation allowance


(27,124
)


(20,060
)Net deferred tax assets

$
-



-





The Company has a net operating loss carryforward of $27,124 available to offset future taxable income through 2020.








NOTE 8- EARNINGS PER SHARE





Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock or conversion of notes into shares of the Company’s common stock that could increase the number of shares outstanding and lower the earnings per share of the Company’s common stock. This calculation is not done for periods in a loss position as this would be antidilutive.  As of November 30, 2009, there were no stock options or stock awards that would have been included in the computation of diluted earnings per share that could potentially dilute basic earnings per share in the future.  The information related to basic and diluted earnings per share is as follows:













F-14





16








CALIBERT EXPLORATIONS, LTD.


(An Exploration Stage Company)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


For the period of February 21, 2007 (Inception)


through November 30 2009





Ended November 30,2009


2008Numerator:Continuing operations:Income from continuing operations

$
( 20,775
)

$
(  38,018
)Effect of dilutive convertible debt


--



--Total

$
(20,775
)

$
( 38,018
)Discontinued operationsLoss from discontinued operations


--



--Net income (loss)

$
( 20,775
)

$
( 38,018
)Denominator:Weighted average number of shares

outstanding – basic and diluted


5,160,000



5,160,000








NOTE 9- SUBSEQUENT EVENTS




As of December 28, 2009, there were 5,160,000 shares of our common stock issued and outstanding. Each holder of common stock is entitled to one vote for each share held by such holder.




Shareholders holding 3,000,000 aggregate shares of common stock or 57%of the common stock outstanding on the record date approved the amendment of our Articles of Incorporation to change our name to Megalink Global Corp.




On February 23, 2010 we rescinded the Definitive Agreement to purchase certain assets of Megalink Global Corporation which we entered into on November 23, 2009 and which was filed with the SEC on a Form 8-K on December 2, 2009.   The 500,000 restricted shares of common stock that were to be issued for the assets were never issued by us.





On February 25, 2010, the Company entered into an exclusive employment agreement with David Saltrellli as President, Principal Executive Officer and a member of the Board of Directors. The agreement is for a term of two years beginning February 25, 2010 and ending February 24, 2012. Mr. Saltrelli will be paid $96,000 per annum.





In addition, Mr. Saltrelli will be entitled to two weeks paid vacation a year and will be reimbursed for business related expenses he incurs. In the event we establish a medical and dental plan, Mr. Saltrelli will be entitled to participate therein.








F-15


17


CALIBERT EXPLORATIONS, LTD.


(An Exploration Stage Company)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


For the period of February 21, 2007 (Inception)


through November 30 2009





Further, Mr. Saltrelli will be entitled to such additional compensation, including bonuses, as may be granted by the Board (with Mr. Saltrelli abstaining from any vote thereon).





On February 25, 2010, the Company entered into an exclusive employment agreement with Peter Schuster as Vice President and a member of the Board of Directors. The agreement is for a term of two years beginning February 25, 2010 and ending February 24, 2012. Peter Schuster will be paid $96,000 per annum.





In addition, Peter Schuster will be entitled to two weeks paid vacation a year and will be reimbursed for business related expenses he incurs. In the event we establish a medical and dental plan, Peter Schuster will be entitled to participate therein.





Further, Peter Schuster will be entitled to such additional compensation, including bonuses, as may be granted by the Board (with Mr. Schuster abstaining from any vote thereon).














































F-16





18










ITEM 9A.                 CONTROLS AND PROCEDURES.




Evaluation of Disclosure Controls and Procedures





We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act.  Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were not effective as of the end of the period covered by this report in that procedures were not in place to provide for timely, complete, accurate reporting of events.  The foregoing was a result of our president’s lack of experience with his reporting and disclosure obligations.  Our president is committed to educating himself through the seminars and consulting with attorneys to become fully knowledgeable with his obligations. In addition, currently there are no written policies or procedures that clearly define the roles in the disclosure and reporting process.  We intend to define various roles and responsibilities related to this process by September 30, 2010.




Limitations on the Effectiveness of Controls





Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.





The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.





19


CEO and CFO Certifications





Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.





Management’s Report on Internal Control over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.





Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.





Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





Our management assessed the effectiveness of our internal control over financial reporting as of November 30, 2009. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.  Based on our assessment, we believe that, as of November 30, 2009, the Company’s internal control over financial reporting was not effective based on those criteria in that procedures were not in place to provide for timely, complete, accurate reporting of events.  The major reason for the foregoing was our president’s lack of experience with his reporting and disclosure obligations.  Our president is committed to educating himself through the seminars and consulting with attorneys to become fully knowledgeable with his obligations.  In addition, currently there are no written policies or procedures that clearly define the roles in the disclosure and reporting process.  We intend to define various roles and responsibilities related to this process by September 30, 2010.






20





This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.





Changes in Internal Controls





There were no changes in our internal control over financial reporting during the quarter ended November 30, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.







ITEM 15.                    EXHIBITS.




ExhibitNumber
Description of Exhibits3.1
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-1 originally filed on, June 9, 2008, as amended.











21


SIGNATURES





Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Form 10-K/A-2 and has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 26th day of August, 2010.





CALIBERT EXPLORATIONS, LTD.BY:
DAVID SALTRELLI

David Saltrelli, President, Principal Executive Officer,

Principal Financial Officer, Principal Accounting Officer

and a member of theBoard of Directors.








In accordance with the Exchange Act, this amended report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:





Signature
Title
DateDAVID SALTRELLI
President, Principal Executive Officer, Principal
August 26, 2010David Saltrelli
Financial Officer and a member of the Board of Directors.PETER SCHUSTER
Secretary, Treasurer and a member of the Board
August 26, 2010Peter Schuster
of Directors




















22




EXHIBIT INDEX







ExhibitNumber
Description of Exhibits3.1
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.



























23