U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB


(MARK ONE)
          [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                    FOR FISCAL YEAR ENDED: DECEMBER 31, 2004

                                       OR

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

              For the transition period from               To
                                             --------------   ------------------


Commission file number   333-105008

                              CALIBER ENERGY, INC.
                 (Name of small business issuer in its charter)

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


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


Issuer's telephone number                               (661) 477-7699
                                                       ---------------

      Rincon Resources, Inc., 2920 N. Swan Road #206, Tucson, Arizona 85712
      ---------------------------------------------------------------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
report.)

Securities registered under Section 12(b) of the Act: NONE Securities registered
under Section 12(g) of the Act:

                         Common Stock Par Value $0.0001
                                (Title of class)
<PAGE>

         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  pursuant to Item
405 of Regulation S-B is not 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-KSB
or any amendment to this form 10-KSB. [ ]

         At March 21, 2005,  the aggregate  market value of all shares of voting
stock held by non-affiliates was approximately $12,982,400.  In determining this
figure  Registrant  has assumed that all directors  and  executive  officers are
affiliates.  This  assumption  shall  not be  deemed  conclusive  for any  other
purpose.  The number of shares  outstanding  of each  class of the  Registrant's
common stock, as of December 31, 2004, was as follows: 92,570,000 common shares,
$.0001 par value per share.

Total revenues for fiscal year ended December 31, 2004: $0

At  December  31,  2004 the  number of shares of common  stock  outstanding  was
92,570,000.

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






                                       2
<PAGE>



                                     PART I


                         ITEM 1 DESCRIPTION OF BUSINESS


         Caliber Energy,  Inc. (formerly Rincon Resources,  Inc.) (formerly Twin
Ventures, Ltd.) (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's  name was changed to Rincon  Resources,  Inc. On March 14,
2005,  the  Company  changed  its name to Caliber  Energy  Inc.  The  Company is
headquartered in Tucson, Arizona.

         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  exploring  and  developing  properties  for
production.  The Company has not conducted any significant  mining operations or
mining  activities from inception;  accordingly,  the Company is deemed to be in
the exploration state.

         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.  For purposes of recording
the Ritz Claims the Company acquired New Heights Capital Corporation (a Canadian
corporation)  and  transferred the claims the subsidiary in exchange for 100% of
the subsidiary's outstanding stock. These claims have since lapsed

         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 in 2004 launched a comprehensive, property wide, surface exploration
program. The Company intended 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.

         The Company has not  commenced  economic  production  and is  therefore
still considered to be in the exploration stage.

         The  Company  agreement  to  acquire a 75%  interest  in the Tudor Gold
Property  is with  Louvicourt  Gold Mines Inc, a Canadian  public  company.  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.


                                       3
<PAGE>


DESCRIPTION OF PROPERTY

         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 The  property is situated in  Proterozoic  units of the
Grenville  Structural  Province of the  Precambrian  Shield and is  underlain by
steeply dipping mafic  metavolcanic  flows,  metasedimentary  schists and felsic
tuffaceous  units.  The property is on a section of a regional  shear  structure
called  the "Moira  River  Fault."  Three  historic  small-scale  gold mines are
located along the fault.

         Past work on the Tudor  Property  has shown that the claims are crossed
by a series of rhyolite  tuffaceous  units that extend over 20 kilometers  (12.4
miles) through Tudor,  Grimsthorpe and Cashel Townships.  On the property,  gold
mineralization  occurs in a rhyolite unit that extends  across the entire length
of the property and averages 1 to 125 metres (410 ft) wide.  In a 3.5  kilometer
(2.2 miles) section where the rhyolite unit averages 50 to 125 metres (164 - 410
ft) wide, a series of en echelon  fractures ranging 0.5 to 22 metres (1.6 - 72.2
ft)  wide  form  the  gold  structure  called  the  "Main   Prospect."   Typical
gold-bearing  rhyolite is mylonitized,  silicified and contains  disseminated to
stringers of arsenopyrite and pyrite.

         Within  the 3.5 km (2.2  mile)  section of  rhyolite  hosting  the Main
Prospect,  three areas have been  tested by 18 shallow  inclined  diamond  drill
holes  and a 1.8 km (1.1  mile)  section  has  been  extensively  trenched  with
trenches  crossing the rhyolite  unit at intervals of 50 and 100 metres (164 and
328 ft) apart. The trenches expose 1 to 6 parallel sheared  fractures  ranging 1
to 15 metres  (3.3 - 49.2 ft) wide and  striking  up to 600 metres  (1968 ft) in
length. Gold assays taken from mineralization exposed on surface range 0.5 grams
per tonne  over 15 metres  (49.2 ft) to 72.9  grams per tonne over 0.9 metres (3
ft). Drill core samples of  mineralization  have returned  values  ranging:  1.2
grams per tonne  across 50 metres  (164 ft) which  included  2.2 grams per tonne
across 22.2 metres (72.8 ft) to narrower higher-grade sections ranging 6.3 grams
per tonne  across 2.5 metres (8.2 ft) and included an interval of 11.5 grams per
tonne  across  1.5  metres  (4.9  ft).  Native  gold has been  found at  several
locations  on surface and in drill core.  All drill holes in the  rhyolite  unit
have intersected gold mineralization similar to surface showings and the deepest
holes have intersected gold mineralization down to a vertical depth of 70 metres
(230  ft).  In the Main  Prospect,  the  lateral  and  vertical  lengths  of the
gold-bearing structures have yet to be defined.

         The  rhyolite  units  crossing the  property  are  paralleled  by mafic
metavolcanic  rocks that  contain  alteration  --  deformation  zones  formed by
faulting associated with the Moira River Fault. Faulted mafic metavolcanic rocks
are  variably  sheared,  brecciated  and altered to  Fe-carbonated  chlorite and
sericite schists. From 1989 to 1992, in Grimsthorpe Township, Homestake Minerals
extensively  examined gold mineralization in a 6-kilometer (3.7 mile) section of
a shear zone that crosses onto the Tudor Property.  Gold  mineralization  within
the  structure  is  associated  with  disseminated   pyrite,   arsenopyrite  and
chalcopyrite  in  silicified  zones  and  associated   quartz  veins.  In  1998,
additional  gold  mineralization  was  discovered in the shear zone on the Tudor
Property.  The discovery of the "Vardy Prospect" represents a second gold target
on the  property.  Gold values up to 22 g/t have been  obtained from sheared and
silicified mafic  metavolcanic  schists and native gold has been found in quartz
veins. Combined with recent ground magnetometer and VLF-electromagnetic surveys,


                                       4
<PAGE>

the location of the Vardy Prospect suggests gold mineralization  could extend an
additional 2 km across the Tudor  Property  from the  mineralization  defined by
Homestake  Minerals.  The recent  addition of the  "Hodgson  Prospect"  which is
reported  to host gold  mineralization  of +2 grams per tonne in  sheared  mafic
metavolcanic  rock  suggests a potential  gold-bearing  horizon  extends over 10
kilometers (6.2 miles) across the Tudor Property.

         The  exploration  focus of Rincon for Phase 1 was to initially  confirm
and  validate  the  historical  data  and  move  towards   evaluating  new  gold
occurrences  in  a  comprehensive  manner.   Mapping,   sampling,   prospecting,
line-cutting,  channel  sampling and diamond drilling will be the precursor to a
Phase 2 'sizable drill program.' From historical data,  Rincon is confident that
a resource  exists in the Main  Prospect and this  resource  will be enhanced by
gold  mineralization  in the Vardy --  Homestake  -- Hodgson  Zones." An initial
drill  program  will  test  depth  extensions  and  lateral  continuity  of  the
gold-bearing  structures  in the Main Prospect and the results will initiate the
formation of a database for tonnage and grade calculations. The Company launched
comprehensive,  property wide, surface exploration program. 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.

INDUSTRY OVERVIEW

CANADA

         Canada is one of the world's top gold  producers,  after South  Africa,
the USA and Australia.  Canada produced 140,529 kg of gold in 2003 from 330 gold
mines which accounted for more than 90% of production.  Several of Canada's gold
mines have closed as a result of the low gold price and  exhausted ore reserves.
Remaining production came from placer workings and base metal by products.

         The low price of gold and the depletion of reserves are responsible for
the closure of nine  mining  operations  over the past two years.  By the end of
2002,  there were only about 30 mines  remaining  in Canada;  10 years  earlier,
there were more than 50. This  decrease in the number of  operations is forecast
to continue for a few years with 8-10 other mines  expected to cease  operations
by 2005 when their economic reserves are depleted. The lost production resulting
from  these  closures  is not  expected  to  exceed  5 t of gold  and  could  be
compensated for by the expansion and resumption of production at existing mines.
Gold produced in Canada comes primarily from gold mines, which account for 92.5%
of the total.  The  remainder is produced by  base-metal  (6%) and placer (1.5%)
mines.  Almost 90% of  Canadian  gold  mines are  underground  operations  where
productivity is relatively  high,  which keeps production costs among the lowest
in the world.

         In the last several  months,  a dramatic  rise in the price of gold has
drastically  changed  overall  economics for many  operations  and has spawned a
renewed  flurry of  exploration  activity on projects and  prospects  that were,
until recently, considered sub-economic.


                                       5
<PAGE>

         Several major mining companies are actively producing gold from Canada,
including  Placer Dome,  Barrick and TVX Newmont Americas  (TVXNA).  Other major
producers are Miramar Mining,  Kinross Gold,  Newmont and Cambior.  Gold is also
produced as a by product from most of the base metal mines in Canada. The merger
between  Barrick and Homestake  produced one of the world's  largest gold mining
companies.

EMPLOYEES

         As of the date of this Report,  we do not have any employees other than
our directors and officers.

         We have  executed  a  Consulting  Agreement  with our  Chief  Executive
Officer,  Graeme  Scott  whereby  he will  provide  us with  general  management
consulting  services for a monthly  retainer of $5,000.  This  agreement  can be
cancelled by either party with a month's notice of termination.

         We executed a  consulting  agreement  with our former  Chief  Financial
Officer and Director, Bryan Rhodes whereby he provided us with general financial
and  administrative  consulting  services for a monthly retainer of $2,500.  Mr.
Rhodes resigned his positions with the Company effective January 8, 2005.

RISK FACTORS

         In  addition  to the other  information  in this  current  report,  the
following factors should be carefully  considered in evaluating our business and
prospects:

UNSUCCESSFUL OPERATING HISTORY

         We have a limited  operating  history upon which an  evaluation  of our
future  prospects can be made. We have entered into the business of  evaluation,
acquisition,  exploration,  and development of Gold mining prospects. We will be
reviewing  additional  business  acquisition  opportunities in this field if and
when they become available.  We do not have any operating history in the Oil and
Gas  acquisition,   exploration  and  development  industry  and  can  not  give
assurances  that we will be successful in securing  revenues from results of any
future Oil and Gas exploration and development activities.

         Even  though we have  partially  completed  subscriptions  to an Equity
Financing  and  secured  loans  from a  director  of the  Company,  there  is no
guarantee  that we will be able to raise the additional  financing  necessary to
develop our business plan or acquire new business assets.

IF WE DO NOT OBTAIN  ADDITIONAL  FINANCING,  WE WILL NOT BE ABLE TO ACQUIRE  ANY
ASSETS

         As of  December  31,  2004,  we had  insufficient  funds  to  meet  our
obligations in connection to the mining  exploration and  development  interests
that we purchased.  In order to meet these obligations or acquire any additional
business  interest,  we will have to raise funds  necessary  to meet our present
Business  obligations or to finance new operations.  If we are not able to raise


                                       6
<PAGE>

the funds  necessary to fund our business  objectives,  we may have to delay the
implementation of any future business plan.

         We have  arrangements  for  limited  financing  and we can  provide  no
assurance that we will be able to obtain the additional  required financing when
needed.  Obtaining  additional financing will be subject to a number of factors,
including:

o                  Market conditions;
o                  Investor acceptance of potential business assets; and
o                  Investor sentiment.

         These  factors may make the timing,  amount,  terms and  conditions  of
additional financing unattractive or unavailable to us. If we are not successful
in achieving  financing in the amount necessary to meet our present  obligations
in connection with the mining  interests that we acquired or business  interests
that we may acquire, implementation of our business plan may fail or be delayed.

IF WE ARE UNABLE TO  GENERATE  SIGNIFICANT  REVENUES  FROM OUR  OPERATIONS,  OUR
BUSINESS WILL FAIL.

         If we are unable to generate  significant  revenues from any operations
resulting from our Mining exploration and development activities or any business
interest we acquire,  we will not be able to achieve  profitability  or continue
operations.

BECAUSE  THE  TRADING  MARKET  FOR  OUR  SHARES  IS  SPECULATIVE  AND  VOLATILE,
SHAREHOLDERS MAY NOT BE ABLE TO SELL THEIR SHARES.

         Our shares of common  stock are quoted for trading on the OTC  Bulletin
Board and have been trading through the facilities of that quotation system. Due
to the volatile and speculative  nature of our trading market,  we cannot assure
you that you will be able to sell your shares for a reasonable price.

OUR SECURITIES MAY BE SUBJECT TO PENNY STOCK REGULATION.

         If the trading market for our securities remains volatile and the price
of our common shares  remains below $5.00 per share,  then we will be subject to
"penny stock"  regulation.  "Penny stock" rules impose additional sales practice
requirements  on  broker-dealers  who sell such securities to persons other than
established  customers and accredited  investors (generally those with assets in
excess of $1,000,000 or annual income  exceeding  $200,000 or $300,000  together
with a spouse).  For transactions covered by these rules, the broker-dealer must
make a special suitability determination for the purchase of such securities and
have received the purchaser's  written  consent to the transaction  prior to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the  rules  require  the  delivery,  prior  to  the  transaction,  of a
disclosure  schedule  prescribed by the  Commission  relating to the penny stock
market. The broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered  representative  and current quotations for the
securities. Finally, monthly


                                       7
<PAGE>

statements  must be sent  disclosing  recent  price  information  on the limited
market in penny stocks.  Consequently,  the "penny stock" rules may restrict the
ability of  broker-dealers  to sell our shares of common stock. The market price
of our shares would likely suffer as a result.

FORWARD-LOOKING STATEMENTS

         This Annual Report  contains  forward-looking  statements  that involve
risks and uncertainties. We use words such as anticipate, believe, plan, expect,
future,   intend  and  similar  expressions  to  identify  such  forward-looking
statements.  You should  not place too much  reliance  on these  forward-looking
statements.  Our actual results are most likely to differ  materially from those
anticipated in these forward-looking  statements for many reasons, including the
risks faced by us described in the Risk  Factors  section and  elsewhere in this
Report.


                                      ITEM 2   DESCRIPTION OF PROPERTY


         Our executive  offices are located at 11300 W. Olympic Blvd., Ste. 800,
Los Angeles, CA 90064. Our officers provide principal executive office space and
telephone  service  free of  charge.  The costs  associated  with the use of the
telephone and mailing address were deemed by management to be immaterial.


                            ITEM 3 LEGAL PROCEEDINGS


         There are no legal proceedings pending or threatened against us.


                       ITEM 4 SUBMISSIONS OF MATTERS TO A
                            VOTE OF SECURITY HOLDERS


         None.

                                     PART II


                       ITEM 5 MARKET FOR COMMON EQUITY AND
                           RELATED STOCKHOLDER MATTERS


MARKET INFORMATION

         The stock is traded on the OTC Bulletin  Board with the trading  symbol
CALB.OB.



                                       8
<PAGE>

         Our shares of common stock have been quoted for trading on the National
Association  of Securities  Dealers' OTC Bulletin  Board since July 1, 2004. The
OTC Bulletin Board is a network of security  dealers who buy and sell stock. The
following  table  sets  forth the range of high and low bid  quotations  for the
common stock during each calendar  quarter  beginning July 1, 2004 (first day of
trading) to December 31, 2004.

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------
                     2004                               HIGH               LOW
---------------------------------------------------------------------------------------
<S>                                                 <C>               <C>
January 1, 2004 to March 31, 2004*                     $0.00             $0.00
---------------------------------------------------------------------------------------
April 1, 2004 to June 30, 2004*                        $0.00             $0.00
---------------------------------------------------------------------------------------
July 1, 2004 to September 30, 2004                     $0.17             $0.06
---------------------------------------------------------------------------------------
October 31, 2004 to December 31, 2004                  $0.28             $0.06
---------------------------------------------------------------------------------------
</TABLE>

         *        There were no trading activities of shares in our common stock
                  during this period.

         The above  quotations  are taken  from  information  provided  by Yahoo
Finance and reflect  inter-dealer prices,  without retail mark-up,  mark-down or
commission and may not represent actual transactions.

DIVIDENDS

         There are no  restrictions in our articles of  incorporation  or bylaws
that prevent us from declaring dividends. The Nevada Revised Statutes,  however,
do  prohibit us from  declaring  dividends  where,  after  giving  effect to the
distribution of the dividend:

1.       we would not be able to pay our debts as they  become  due in the usual
         course of business; or

2.       our total  assets  would be less than the sum of our total  liabilities
         plus  the  amount  that  would be  needed  to  satisfy  the  rights  of
         shareholders who have  preferential  rights superior to those receiving
         the distribution.

         We have not declared any  dividends,  and we do not plan to declare any
dividends in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

         There have been no sales of unregistered securities in 2004.




                                       9
<PAGE>

                 ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OR
                               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
document.

         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 the company's  ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.

         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.

OVERVIEW

         Since the company's  inception,  operations  were devoted  primarily to
identifying,  purchasing and completing the initial exploration work on a single
mineral property.  The aim of the company was to grow through exploration of the
Lillooet  Lake  property  (the "Ritz  Claims") and also the  identification  and
acquisition of other properties with resource potential.

         Caliber  Energy,  Inc.  completed a name change from Rincon  Resources,
Inc. and the Company now trades under the symbol  CALB.OB.  In  conjunction  the
Company  completed  a  forward  share  split.   Effective  July  23,  2004,  the
outstanding  shares in the capital  stock of the Company  were posted and traded
under a forward  share  split such that each share of common  stock prior to the
split shall be exchanged for 10 post-split shares of common stock.

         The Company  implemented  an  effective  name change to reflect the new
direction in management and future  operations.  Management's  new mandate is to
identify and pursue unique growth opportunities, which now exist in the resource
sector.  The Company will target resource  acquisitions in which factors such as
long  term  demand,   supply  shortfalls,   and/or  Geo-political  and  economic
instability will continue to push prices forward. Management has identified gold
as a commodity with a strong future. The Company will also aggressively continue
to review potential acquisitions of gold and other resource projects,  which fit
the company's new mandate to increase shareholder value in the short term.

ON AUGUST 3RD THE COMPANY ANNOUNCED ITS NEW MANAGEMENT TEAM.

Caliber's President,  Mr. Graeme Scott -- A professional  geologist with over 20
years experience in the mineral science and mining  industry.  During this time,
Mr. Scott has conducted and managed mineral exploration and development projects
for precious and base metals,  diamonds,  and industrial minerals throughout the
Americas.



                                       10
<PAGE>

Caliber's  Secretary & Treasurer,  Bryan E. Rhodes -- In addition to his studies
in geology,  Mr. Rhodes'  subsequent  education includes a Masters of Science in
Human Resource  Management from Troy Sate, along with a BA in Political  Science
earned at the  University of Arizona.  Mr. Rhodes has been involved with several
publicly  traded  companies  in a  financial  management  capacity.  Mr.  Rhodes
resigned from his positions with the Company effective January 8, 2005.

Other  Directors of the Company  include Mr. Victor L. Perkell,  L.L.B.  who has
been a member of the bar since 1993 when he practiced as a sole practitioner and
later founded the partnership of Bedford-Jones & Perkell in Toronto. An attorney
in  several  high-profile  cases with a  commercial  practice,  he retired  from
private  practice  in the late 1990s to  consult  and  manage  various  business
interests in the Toronto area

         On July 26th the Company  announced  that an agreement  was executed by
the Company to acquire a 75% interest in the Tudor Gold Property. The Tudor Gold
Project is located in Southern Ontario, 100 miles north east of Toronto, Canada.

         Under the terms of the agreement,  the Company will earn to acquire its
interest in the property that consists of 22 contiguous unpatented mining claims
containing 60 units and covers approximately 1,200 hectares of land. The Company
was  granted  an option by  Louvicourt  Gold Mines  Inc.  to acquire  50% of the
mineral  rights to the property by making  option  payments to  Louvicourt  of $
110,000 (US) and incurring exploration  expenditures of $750,000 (US) within two
years.  The Company can increase this  property  interest to 75% by incurring an
additional exploration expenditure of $1,250,000 (US) within 4 years.

         During a property due diligence  visit by the President of Rincon,  Mr.
Graeme Scott,  six rock samples were collected from several of the  gold-bearing
structures  tested by the  channel  sampling  program.  Results  of fire  assays
completed by SGS Lakefield Research Ltd. include:

   Sample No.   Location                           Assay
   TU-1         10+65S  0+65W   Footwall Zone   4.18 g/t      0.123 oz/t
   TU-2         9+95S   0+90W   Christie Shoot    2.46 g/t       0.071 oz/t
   TU-3         10+10S  0+90W   Christie Shoot   17.5 g/t       0.511 oz/t
   TU-4         9+75S   1+20W   Road Zone           5.6 g/t       0.164 oz/t
   TU-5         12+00S  1+20W   Christie Shoot   3.93 g/t       0.115 oz/t

         Management felt that both the nature and size of the mineralized  zones
at Tudor indicates the potential for a large gold resource. Gold at Tudor occurs
within a rhyolite unit that extends for 7 kilometers  on the property.  Sampling
of this unit consistently returns anomalous gold values with higher-grade shoots
and some visible gold.  The project is further  enhanced by good  infrastructure
and a location close to existing markets.  Upon completing the acquisition,  the
Company planned to immediately  launch a comprehensive,  property wide,  surface
exploration  program on the Tudor Gold Project  followed by drill testing of the
gold bearing structures.



                                       11
<PAGE>

GEOLOGICAL MAPPING AND PROSPECTING

         Geological  mapping and prospecting  will focus on areas not covered by
previous surveys and where extensions of known gold  mineralization  potentially
exist. Areas of priority include:

1.       Defining the north-south  strike  extension of the rhyolite hosting the
         Main Prospect,
2.       Defining the extent and attitude of the Fe-carbonate / deformation zone
         hosting the Vardy Zone and Homestake South Extension
3.       Establishing the extent of gold  mineralization  between the Vardy Zone
         and the Homestake South Extension, thus linking the two prospects
4.       Define the extent of parallel gold mineralization  situated proximal to
         the Vardy- Homestake Zone in addition to exploring for new and parallel
         gold zones
5.       Investigate  several  conductive  features  with  coincident  gold-soil
         anomalies situated parallel to the Main Prospect
6.       Establish  a  geological  relationship  between  the  Hodgson  Prospect
         situated  at the  south  end  of  the  property  and  the  gold-bearing
         structures hosting the Main Prospect and the Vardy-Homestake Zone
7.       Investigate zinc-copper (+Au-Ag) potential within metasedimentary units
         proximal to gold-bearing horizons.

         Geological  mapping of the property will take approximately 35 days and
will include some grid construction for control over the surveys.

SOIL SURVEY

         Historically,  soil surveys  preformed in this region have proven to be
effective in outlining gold mineralization. Thin overburden and abundant outcrop
combine to make the property very amendable to such surveys.  Priority areas for
sampling  are  situated  within a 200 to 500 meter  wide  gold-bearing  corridor
extending  for the  entire  length of the  property.  Soil  sampling  within the
corridor  will be at 25 meter  intervals on grid lines spaced 100 metres  apart.
Directly  over major gold-  bearing  structures  and on strike from the areas of
mineralization,  the sample density will be increased to 12.5 meter intervals on
grid  lines  spaced 50 metres  apart.  A soil  survey  to  adequately  cover the
corridor hosting the gold mineralization will require approximately 1000 samples
and take 12 days to complete.

OVERBURDEN STRIPPING, CHANNEL SAMPLING, METALLURGICAL TESTING

         Past  exploration  of the Main Prospect  included a phase of mechanical
stripping and channel sampling.  Fourteen trenches follow the  mineralization in
the Main  Prospect  for a  distance  of 1.3 km.  Weather  conditions  during the
program prevented complete channel sampling of all the trenches and as a result,
many  mineralized  sections  were  not  sampled.  To  provide  adequate  surface
representation  of grade and width of  mineralized  zones in the Main  Prospect,
further  sampling of the  trenches is  recommended.  To remain  consistent  with
previous sampling  programs,  samples will be saw-cut using a diamond-blade saw.
The program will focus on:



                                       12
<PAGE>

1.       Resample the major mineralized sections within the Main Prospect,
2.       Decrease  sample  size  to  prevent  dilution  and  localize  areas  of
         "high-grade" mineralization
3.       Systematically  channel sample the "Christie Shoot" which  consistently
         yields  stronger gold values and has an apparent  strike-length  of 300
         metres
4.       Collect a minimum sample size of the Christie  Shoot for  metallurgical
         testing.

         There are a series of  unreported  trenches  over the  Homestake  South
Extension, which has been completed as part of Homestake Minerals exploration of
the Fe  carbonate-deformation  zone hosting Vardy - Homestake  Zone. Many of the
trenches have sections  saw-cut for systematic  sampling but the samples had not
been removed during Homestake's program.  Grab-samples from some of the trenches
recently  collected by the property  owners  suggest  widespread  anomalous gold
mineralization.  The results  indicate mapping and removing saw-cut sections for
gold analyses is warranted.

         Manual  overburden  stripping and  power-washing is recommended for the
Vardy  Prospect.  Exposures  should be  channel  sampled  and  mapped in detail.
Similar  recommendations  can be  applied to any new gold  occurrences  found by
other surveys  occurring in the area. The time required to sample the known gold
occurrences on the property is estimated to be 25 days.  Approximately  300 rock
samples will be collected.

TARGETS RECOMMENDED OF DIAMOND DRILL TESTING

PHASE 1.

         A 1300 meter diamond drill program  comprised of 8 holes ranging 125 to
200 metres in length is  recommended  to further  evaluate the  potential of the
Main  Prospect.  The  program  is  designed  to test  the  strike  and  down-dip
extensions of surface  mineralization  and some of the better gold intersections
obtained in previous drill programs on the deposit.

         Specifically, the program will focus on:

1.       Strike  and  dip   extensions  of  the  Christie   Shoot  and  parallel
         mineralized fractures,
2.       The  dip  extension  of  mineralization   intersected  in  drill  hole:
         DT-95-12,  which has a weighted average of 1.5 g/t Au across 55 metres.
         The section includes an interval assaying 2.4 g/t Au over 22 metres and
         contains  several  shoots  each  ranging 1.4 to 1.8 metres in width and
         assaying 5.3 to 7.6 g/t Au.
3.       Establish the continuity of gold mineralization north of previous drill
         hole locations.

PHASE 2.

         A  second  phase of  exploration  will  consist  primarily  of  diamond
drilling. The program will:

1.       Test dip and strike extension of the gold occurrences  found within the
         Vardy - Homestake Zone
2.       Test new  occurrences  discovered by the  prospecting  and soil surveys
         outlined in Phase 1


                                       13
<PAGE>

3.       Test  Main  Prospect  at  depth  and  outline  tonnage  for a  resource
         estimate.
4.       Locate an area within the deposit  suitable for bulk  sampling and test
         mining.

         The budget  proposed  by the project  operator  for Phase 1 and Phase 2
exploration programs is outlined as follows:

PHASE 1.
GRID CONSTRUCTION                                                      $5,000
GEOLOGICAL MAPPING & PROSPECTING                                       17,500
SOIL SAMPLE SURVEY                                                      6,000
TRENCH SAMPLING, MAPPING, METALLURGICAL TESTING                         4,800
ROCK SAMPLE ANALYSES                600 SAMPLES                        13,200
"B" HORIZON SOIL ANALYSES           1000 SAMPLES                       22,000
DIAMOND DRILL PROGRAM               1300 METRES                        71,500
                                                                       ------
                                                                     $150,000
PHASE 2.

DIAMOND DRILL PROGRAM               6300 METRES                      $350,000

TOTAL PHASE 1 + PHASE 2                                              $500,000

RESULTS OF EXPLORATION

         In  August,  Rincon  initiated  the  exploration  program  on the Tudor
Property that focused on the Main Prospect, Vardy, Homestake and Hodgson Zone's.
Management  will use its best efforts to raise the additional  funds to continue
to carry out the planned exploration program.

         On  October  19th the  Company  reported  progress  at the  Tudor  Gold
Project.; in preparation for a property wide drill campaign planned for December
the  Company's  field team has completed a prospecting  and  geological  mapping
program focused on developing additional drill targets.

         Sixty one (61) rock samples were  collected  over the north  section of
the Tudor Gold Property with the survey program focused on exploring a series of
gold bearing alteration zones. Gold mineralization in the 'Vardy-Homestake Zone'
occurs   with   silicified   sections   containing   fine-disseminated   pyrite,
arsenopyrite and  chalcopyrite.  Results of 34 rock samples collected at various
intervals  along the  Vardy-Homestake  Zone returned 24 gold analyses of greater
than 0.3 grams per tonne  (0.009  oz per ton).  A high  value of 17.4  grams per
tonne  (0.51 oz per  ton),  was  taken at the  Vardy  Prospect  from a 0.5 meter
interval  contained  within a 3.5 meter (11.5 ft)  section,  which  averaged 4.1
grams per tonne (0.12  oz/t).Other  significant gold structures laying both east
and west of the Vardy-Homestake zone were also identified and sampled during the
recent program.  On the "Main Prospect" a detailed  systematic  channel sampling
program has been  completed.  A total of 55 rock  samples  were cut from outcrop
exposed in trenches.  These channel samples have been submitted to SGS Lakefield
Research  Ltd. for gold  analyses  and results are expected in a few weeks.  The


                                       14
<PAGE>

'Main  Prospect'  is the most  developed  gold target on the Tudor  Property and
consists of a series of en echelon  silicified  fault structures that cut a unit
of  rhyolite  tuff.  Gold  mineralization  appears to be strata  bound  within a
rhyolite unit  measuring 3600 metres (2.2 miles) by 50 to 125 metres (160 to 410
ft) wide.

         Surface  assays  of the  structures  tested by  recent  programs  range
between 1 to 72 grams per tonne  (0.03 to 2.1 oz/t) over  widths of +1 meter (+3
ft). The silicified  structures are mineralized by  arsenopyrite  and flanked by
broad zones of lower grade gold  mineralization  averaging +0.5 grams per tonne.
The Main Prospect has been tested by 18 inclined drill holes to a vertical depth
of  70  metres.  All  drill  holes  into  the  prospect  have  intercepted  gold
mineralization with values consistent to surface grades exposed in the trenches.
Some selected drill intercepts  include:  2.1 g/t across 22.2 metres (0.07 oz/t/
72.8 ft) and 6.5 g/t across 2.3 metres (0.19 oz/t/ 7.6 ft).

         Historic  tonnage  estimates  provided  by  the  property  owners  from
previous work on the Main Prospect  suggest an inferred  resource in excess of 7
million  tonnes  at 2.5 g/t Au  (562,640  oz)  exists at the Main  Prospect  and
includes over 1.5 million tonnes grading 5.1 g/t Au (these calculations  predate
and are not in compliance to CIM policy or NI-43-101).

         While proving up this  significant  ore resource  will remain  Rincon's
main focus,  it is clear that many new gold  structures  are  developing  on the
Tudor  project.  The next phase of work will  consist of  mechanical  stripping,
mapping and surface  channel  sampling to further  develop  drill  targets for a
drill program planned for December.

         On November 15th the Company  reported on results channel  sampling and
gold analyses of fifty-five channel samples collected from the Main Prospect.

         In early fall,  2004 rock  samples were cut from  mineralized  sections
exposed in trenches crossing the prospect using a motorized diamond saw. Samples
of rhyolite  cut from the trenches  were  submitted to SGS  Lakefield  Ltd.,  an
independent  laboratory  located in Lakefield,  Ontario.  SGS Lakefield analyzed
each sample for gold using a standard fire assay  technique.  The first phase of
channeling sampling tested four  parallel-mineralized  zones exposed in trenches
in a 200 meter section of the Main Prospect between lines 10+00S and 12+00S. The
zones tested  include the "Hanging  wall Zone,"  "Footwall  Zone,"  "Kristy Mist
Zone" and the "VG Zone."

         The highest  result,  59.7 g/t Au (1.7 oz/t) came from the "VG Zone" in
Trench 12 S cut  within a broader  section  which  averages  2.3 g/t Au over 3.0
metres  (0.067 oz/t/ 9.8 ft). A second  channel cut interval on strike  averages
7.18 g/t over 2 metres (0.21 oz/t/ 6.6 ft).

         The "VG Zone" was tested again 50 metres north in Trench 11+50S and 100
metres north in Trench 11+00S.  In Trench 11+50S, a 0.34 cm section assayed 7.48
g/t Au (0.22 oz/t Au/ 1 ft) and a parallel  mineralized zone assayed 10.3 g/t Au
over 0.25 m. In Trench  11+00S,  the "VG Zone"  assayed  1.29 g/t and 5.2 g/t Au
(0.03 and 0.152 oz/t) over two parallel sections, each 0.3 metres (1 ft) wide.


                                       15
<PAGE>

         The "Footwall  Zone" was tested in Trench 10+50S and 11+15S.  In Trench
10+00S,  a 2.5 meter  section  averaged 2.5 g/t Au across 2.5 metres (0.07 oz/t/
8.2 ft) was cut within a broader  section  averaging  1.3 g/t Au over 8.7 metres
(0.039 oz/t/ 28 ft).  The  "Footwall  Zone"  strikes over 1,000 metres along the
east contact of the rhyolite unit.

         The "Kristy Mist Zone" was tested in Trench 10+00S and Trench 10+20S. A
series of short  consecutive  samples cut from a 1.7 meter (5.6 ft) wide section
that is exposed in each  trench  ranged 1.4 to 15.4 g/t Au (0.04 to 0.45  oz/t).
The "Kristy  Mist Zone" has been  traced for a distance of 350 metres.  South of
Trench 10+20S,  the "Kristy Misty Zone" is off-set to the east by  cross-cutting
faults and forms the north extension of the ""VG Zone.

         The  "Hanging  wall  Zone" was  tested in Trench  10+00S and in a small
trench at 9 +80S. Narrow intervals assayed 0.4 to 7.45 g/t Au over widths of 0.2
metres  or less.  This  zone  parallels  the  Kristy  Mist Zone for at least 250
metres.

         The channel sampling program  demonstrated the high-grade  potential of
the  gold-bearing  structures  within the  rhyolite  unit of the Main  Prospect.
Previous work has shown that similar mineralization in trenches extends the main
prospect at least 1,000 metres to the north.  Previous  drilling on the property
has  intersected  similar  grades  down  to 70  metres  vertical  depth  and the
mineralized zones appear to be open at depth.

         Based on the extent and continuity of mineralization of the first phase
surface  exploration  program an  initial  2500  diamond  drilling  program  was
proposed to test the Main  Prospect over 1000 metres strike length and to depths
of 75 to 200  metres.  Part of the  program  would  include  drill hole  spacing
sufficient  for resource  calculations  of a section of the main  prospect.  The
estimated cost of this drill program is:

DRILL BUDGET (CANADIAN DOLLARS)

2500 metres @ $ 96.00/metre         $ 240,000.00
Rock Saw + Blades for sampling      $   1,500.00
Access Trails                       $   3,000.00

                           Subtotal $ 244,500.00
+ 10% contingency                   $  24,050.00
------------------------------------------------

                            Total   $ 268,550.00


In a directors resolution dated October 5, 2004:

         A motion was passed to change issue 100,000  shares of the common stock
of the Company under Section 4(2) of the Act, to Louvicourt Gold Mines, Inc. for
consideration  as set forth in the agreement  between the Company and Louvicourt
dated July 19, 2004.

         A motion was made by the company  president to recognize that under the
terms  of  the  Louvicourt  agreement  the  company  has  not  made  exploration
expenditures  of $ 150,000 by July 31, 2004.  Because  these funds have not been


                                       16
<PAGE>

available the property vendors have been put in hardship.  While it would not be
proper  to issue  treasury  shares  outside  of the  agreement  on behalf of the
company,  Graeme Scott the president of the Company  Resources  offered to issue
500,000  common shares from his own shares to the vendors as settlement for this
deficiency and hardship. The vendors have agreed to these terms and as this does
not directly affect company business, Mr. Scott asks that this motion be passed.
The motion was passed. Mr. Scott abstained from the vote on this motion.


SUBSEQUENT EVENTS

         On January 18th, a subsequent event, the Company reported completion of
the surface  exploration  program on the Tudor  Project.  The  program  included
property wide geological mapping and prospecting of the main gold structures and
detailed diamond saw channel sampling of the Main Prospect gold occurrence.  The
channel sample program tested 3 parallel  gold-bearing shear structures within a
300 meter section of the Main Prospect.  Samples were taken over small intervals
to better define zones of higher-grade  gold  mineralization.  Detailed  channel
samples from the three main structures returned assay values ranging 7.4 to 59.7
g/t Au over widths of 0.1 to 0.5 m. The higher-grade intervals lie within a halo
of lower  grade gold  mineralization  assaying  0.5 to +2 g/t Au over  intervals
ranging 2 to 15 metres wide

         The Tudor drill  program  was to commence on December  15, 2004 and was
postponed once to January 2005 and then further postponed by the Company.

         In compensation for additional hardship to the property vendors, Graeme
Scott the president of the Company gifted and  additional  500,000 common shares
from  his  own  shares  to  the  vendors  as   settlement   for  the   Company's
non-performance under the terms of the agreement.

         On March 2nd, management  announced that the company would change focus
from gold exploration to explore opportunities in the energy sector

         On  March  4th,   management   announced   that  the   company  was  in
negotiations, subject to thorough and favorable due diligence on several oil and
gas projects in California and Canada as well as three advanced coal projects of
outstanding  merit in Eastern  Europe and Canada.  Management  feels that Rincon
would benefit from energy projects that have a low risk, high rate of return and
could provide the company cash flow under favorable time frames.

         On March 14th, the Company announced it had made application for a name
change to Caliber  Energy,  Inc.  The  concept of a name change is the belief of
management  that it will  better  reflect  aforementioned  mandated  change into
energy sector projects.  Caliber Energy, Inc. has a new CUSIP# 13000A100 and the
new symbol is CALB.  The  management of Rincon stated that there are no plans at
this time for changes to the  capitalization  of the  Company.  Management  also
plans to pursue avenues of debt financing for the upcoming projects and does not
anticipate extensive equity dilution through financings.



                                       17
<PAGE>

         Due  diligence  is ongoing on the new  potential  acquisitions  and the
Company announced that it has also formed a strategic partnership to explore and
develop coal projects in the Yakutia region of eastern Russia.

         Under the terms of the proposed collaboration,  the Company will commit
to finance  exploration and development of a new metallurgical coal project.  By
providing  project  financing,  equipment and  technology,  the Company may also
benefit in revenue by successfully  negotiating sales contracts already in place
to supply  metallurgical  grade and thermal  coal to existing  buyers in the Far
East.

         Two Canadian coal projects are also currently being reviewed.

         The  Company  appointed  Mr.  David  Naylor  as a  director  and  Chief
Financial Officer effective March 10, 2005.

         Mr. David Naylor is a Certified  Management  Accountant (CMA) with over
fifteen  years  of  experience.  In  this  capacity  as a  financial  management
professional, he balances extensive accounting expertise and a highly analytical
nature with the ability to improve management  practices.  From 1989 to 2000, he
was devoted in assisting and leading a large media publishing  company through a
period of change.  Subsequently  from January 2000 to December 2000, he held the
position of Chief  Financial  Officer and Secretary  Treasurer for an enterprise
technology  sector  company.  From  January  2001  to  November  2003 he was the
Business  Manager for a Non-Profit  Society and a Commodity  Tax Auditor for the
British Columbia Government.

         The Previous Chief Financial Officer Mr. Brian Rhodes resigned from the
company on January 8, 2005.

         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.


                           ITEM 7 FINANCIAL STATEMENTS


         The  financial  statements  of the Company and  supplementary  data are
included beginning immediately preceeding the signature page to this report. See
Item 13 for a list of the financial statements and financial statement schedules
included.


              ITEM 8   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE

         None.


                                       18
<PAGE>

                                    PART III


               ITEM 9 DIRECTORS EXECUTIVE OFFICERS, PROMOTERS AND
                CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF
                                THE EXCHANGE ACT

EXECUTIVE OFFICERS AND DIRECTORS

         The  following  table sets forth the name,  age,  and  position of each
executive officer and director of the Company:

<TABLE>
<CAPTION>

DIRECTOR'S NAME           AGE        POSITION WITH COMPANY

<S>                        <C>       <C>
Graeme Scott               42        President, Chief Executive Officer, Director

David Naylor               41        Secretary/Treasurer, Chief Financial Officer, Director

Bryan Rhodes               37        Treasurer, Chief Financial Officer, Director (former)

Victor Perkell             42         Director
</TABLE>

         Set forth below is a brief  description  of the background and business
experience  of each of our  executive  officer and  directors  for the past five
years.

PRESIDENT,  MR.  GRAEME  SCOTT -- A  professional  geologist  with over 20 years
experience in the mineral  science and mining  industry.  During this time,  Mr.
Scott has conducted and managed mineral exploration and development projects for
precious and base metals,  diamonds,  and  industrial  minerals  throughout  the
Americas.

SECRETARY & TREASURER  MR.  DAVID  NAYLOR -- A Certified  Management  Accountant
(CMA) with over fifteen  years of  experience.  In this  capacity as a financial
management professional, he balances extensive accounting expertise and a highly
analytical nature with the ability to improve management practices. From 1989 to
2000, he was devoted in assisting and leading a large media  publishing  company
through a period of change.  Subsequently from January 2000 to December 2000, he
held the position of Chief  Financial  Officer and  Secretary  Treasurer  for an
enterprise  technology sector company.  From January 2001to November 2003 he was
the Business  Manager for a Non-Profit  Society and a Commodity  Tax Auditor for
the British Columbia Government.  Mr. Naylor was appointed Secretary & Treasurer
effective March 10, 2005.

SECRETARY & TREASURER, BRYAN E. RHODES -- In addition to his studies in geology,
Mr. Rhodes' subsequent education includes a Masters of Science in Human Resource
Management  from Troy Sate,  along with a BA in Political  Science earned at the
University of Arizona. Mr. Rhodes has



                                       19
<PAGE>

been involved with several publicly traded  companies in a financial  management
capacity.  Mr. Rhodes  resigned from his  positions  with the Company  effective
January 8, 2005.

OTHER DIRECTORS  INCLUDE MR. VICTOR L. PERKELL,  L.L.B. who has been a member of
the bar since 1993 when he practiced as a sole  practitioner  and later  founded
the partnership of  Bedford-Jones  & Perkell in Toronto.  An attorney in several
high-profile cases with a commercial practice,  he retired from private practice
in the late  1990s to consult  and  manage  various  business  interests  in the
Toronto area

TERM OF OFFICE

         Our  Directors  are  appointed for a one-year term to hold office until
the next annual general meeting of our shareholders or until removed from office
in  accordance  with our bylaws.  Our  officers  are  appointed  by our board of
directors and hold office until removed by the board.

SIGNIFICANT EMPLOYEES

         We have no employees  other than the officers and  directors  described
above.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section  16(a) of the Exchange Act,  requires the  Company's  officers,
directors and persons who  beneficially  own more than ten percent of the Common
Stock to file reports of securities ownership and changes in such ownership with
the Securities and Exchange Commission. Officers, directors and greater than ten
percent  beneficial  owners  also  are  required  by  rules  promulgated  by the
Securities  and  Exchange  Commission  to furnish the Company with copies of all
Section 16(a) forms they file.

AUDIT COMMITTEE FINANCIAL EXPERT

         The  Company's  board of  directors  does not have an "audit  committee
financial   expert,"  within  the  meaning  of  such  phrase  under   applicable
regulations  of the  Securities  and Exchange  Commission,  serving on its audit
committee.  The  board of  directors  believes  that all  members  of its  audit
committee are financially literate and experienced in business matters, and that
one or more  members of the audit  committee  are  capable of (I)  understanding
generally accepted accounting principles ("GAAP") and financial statements, (ii)
assessing the general  application  of GAAP  principles  in connection  with our
accounting for estimates,  accruals and reserves, (iii) analyzing and evaluating
our  financial   statements,   (iv)  understanding  our  internal  controls  and
procedures  for  financial  reporting;  and (v)  understanding  audit  committee
functions,  all of which are attributes of an audit committee  financial expert.
However,  the board of directors  believes that there is not any audit committee
member who has obtained these attributes through the experience specified in the
SEC's definition of "audit committee financial expert." Further, like many small
companies,  it is difficult  for the Company to attract and retain board members
who qualify as "audit  committee  financial  experts," and competition for these
individuals is significant.  The board believes that its current audit committee
is able to  fulfill  its  role  under  SEC  regulations  despite  not  having  a
designated "audit committee financial expert."


                                       20
<PAGE>


                         ITEM 10 EXECUTIVE COMPENSATION


SUMMARY COMPENSATION

         The  table  below  summarizes  all  compensation  due to our  executive
officers  that has been accrued by the Company as of December 31, 2004. No other
compensation has been paid to our executive officers.

<TABLE>
<CAPTION>
                                                                                  Long Term Compensation
                                          Annual Compensation                       Awards                Payouts
            (a)              (b)      (c)           (d)        (e)         (f)        (g)          (h)      (i)
                                                              Other                Securities
                            Year                             Annual     Restricted Underlying            All Other
                            Ended                            Compen-      Stock     Options/       LTIP   Compen-
         Name and           Dec.     Salary        Bonus     sation     Award(s)     SAR's       Payouts   sation
    Principal Position       31      ($)(1)         ($)        ($)         ($)       (no.)         ($)      ($)
--------------------------------------------------------------------------------------------------------------------

<S>                         <C>      <C>           <C>       <C>        <C>        <C>            <C>      <C>
Graeme Scott                2004            -             -          -          -             -         -    43,674
President/CEO               2003            -             -          -          -             -         -         -
Director                    2002            -             -          -          -             -         -         -

Bryan Rhodes*               2004            -             -          -          -             -         -    15,000
Treasurer/ CFO              2003            -             -          -          -             -         -         -
Director                    2002            -             -          -          -             -         -         -
</TABLE>

* Mr. Rhodes resigned from his positions with the Company  effective  January 8,
2005.


                 ITEM 11 SECURITY OWNERSHIP OF BENEFICIAL OWNERS
                                 AND MANAGEMENT


PRINCIPAL SHAREHOLDERS

         The table  below sets forth  information  as to each  person  owning of
record (or who was known by the Company to own beneficially) more than 5% of the
92,570,000  outstanding  shares of common stock at December 31, 2004. This table
also  includes  information  as to the ownership of the common shares by each of
the directors and executive officers of the Company, as well as by the directors
and executive officers as a group. Except as otherwise indicated, all shares are
owned  directly,  and the  persons  named in the  table  have  sole  voting  and
investment power with respect to shares shown as beneficially owned by them.


                                       21
<PAGE>

<TABLE>
<CAPTION>
                           NAME AND ADDRESS          AMOUNT & NATURE            PERCENT
TITLE OF CLASS             OF BENEFICIAL OWNER       OF BENEFICIAL OWNER        OF CLASS

<S>               <C>                                <C>                        <C>
Common Stock      Graeme Scott                       21,000,000 shares          22.69%
                  24 Ternhill Crescent               President/CEO
                  Toronto, Ontario                   Director
                  M3C 2E5

Common Stock      Bryan Rhodes*                      30,000,000 shares          32.41%
                  851 Western Ridge Trail            Treasurer/CFO
                  Tucson, Arizona                    Director
                  85748-7087

Common Stock      Victor Perkell                     1,000,000 shares            1.08%
                  2788 Bathurst Street
                  Toronto, Ontario
                  M6B 3A3

Common Stock      Robert McIntosh                    7,000,000 shares            7.56%
                  #606 1414 Barclay St.
                  Vancouver, British Columbia
                  V6G 1J4

Common Stock      All executive officers and         52,000,000 shares          56.18%
                  directors as a group
</TABLE>

* Mr. Rhodes resigned from his positions with the Company  effective  January 8,
2005.


             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


         Pursuant to consulting agreements dated June 1, 2004 the Company agreed
to pay $5,000 per month to the President and director of the Company, $2,500 per
month to the CFO and director and $1,000 per month to the Director not having an
officer's position.

         Our current  management has other business  expertise and knowledge and
may, in the future become  involved in other  business  ventures.  If a specific
business  opportunity  becomes  available,  such  persons may face a conflict in
selecting between our business and their other business interests.  In the event
that a conflict of interest arises at a meeting of our directors, a director who
has such a conflict  will  disclose his interest in a proposed  transaction  and
will abstain from voting for or against the approval of such transaction.


                             ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K


      (a) The following documents are filed as part of this report.


                                       22
<PAGE>

<TABLE>
<CAPTION>
1. FINANCIAL STATEMENTS PAGE

<S>                                                                                                            <C>
Report of Robison, Hill & Co., Independent Certified Public Accountants.........................................F-1

Balance Sheets
  December 31, 2004, and 2003...................................................................................F-3
Statements of Operations
  For the Years Ended December 31, 2004 and 2003 And for the  Cumulative  Period
  from November 6, 2002 (inception)
  To December 31, 2004 .........................................................................................F-4
Statement of Stockholders' Equity
  From November 6, 2002 (inception) to December 31, 2004   .....................................................F-5
Statements of Cash Flows
  For the Years Ended December 31, 2004 and 2003 And for the  Cumulative  Period
  from November 6, 2002 (inception)
  To December 31, 2004 .........................................................................................F-7
Notes to Financial Statements...................................................................................F-9
</TABLE>

2.     EXHIBITS

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


                        ITEM 14. 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

         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  December  31,  2004,  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.



                                       23
<PAGE>

                  ITEM 15. PRINCIPAL ACCOUNTANT FEES & SERVICES


         The following table summarizes the fees billed to us by Robison, Hill &
Company for professional services rendered for the year ended December 31, 2004.
For the year ended December 31, 2003, the Company had engaged the firm of Gately
& Associates, LLC., to audit and review the financial statements. The total fees
shown in the following table for 2003 were charged by Gately & Associates.

            Service                      2004                   2003
------------------------------    ------------------     ------------------
Audit Fees                                   $5,200                   $800
Audit-Related Fees                                -                      -
Tax Fees                                          -                    275
All Other Fees                                    -                      -
                                  ------------------     ------------------
Total                                        $5,200                 $1,075
                                  ==================     ==================

AUDIT FEES.  Consists of fees billed for professional  services rendered for the
audits  of  our  consolidated  financial  statements,  reviews  of  our  interim
consolidated  financial  statements  included  in  quarterly  reports,  services
performed in connection  with filings with the Securities & Exchange  Commission
and related  comfort  letters and other  services that are normally  provided by
Robison,  Hill & Company in connection with statutory and regulatory  filings or
engagements.

TAX FEES. Consists of fees billed for professional  services for tax compliance,
tax  advice  and tax  planning.  These  services  include  assistance  regarding
federal,  state and local tax compliance  and  consultation  in connection  with
various transactions and acquisitions.

Audit  Committee  Pre-Approval of Audit and  Permissible  Non-Audit  Services of
Independent Auditors
--------------------------------------------------------------------------------
The Audit Committee is to pre-approve all audit and non-audit  services provided
by  the  independent  auditors.  These  services  may  include  audit  services,
audit-related  services,  tax services  and other  services as allowed by law or
regulation.  Pre-approval  is  generally  provided  for up to one  year  and any
pre-approval  is detailed as to the  particular  service or category of services
and is generally  subject to a specifically  approved  amount.  The  independent
auditors  and  management  are  required  to  periodically  report  to the Audit
Committee regarding the extent of services provided by the independent  auditors
in accordance  with this  pre-approval  and the fees incurred to date. The Audit
Committee may also pre-approve particular services on a case-by-case basis.

The  Audit  Committee  pre-approved  100%  of the  Company's  2004  audit  fees,
audit-related  fees,  tax fees,  and all other fees to the  extent the  services
occurred  after May 6, 2003,  the effective  date of the Securities and Exchange
Commission's final pre-approval rules.



                                       24
<PAGE>



                              CALIBER ENERGY, INC.
                        (FORMERLY RINCON RESOURCES, INC.)
                         (FORMERLY TWIN VENTURES, LTD.)
                         (AN EXPLORATION STATE COMPANY)

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT

                           DECEMBER 31, 2004 AND 2003




<PAGE>






                                                 TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                              Page

<S>                                                                                                           <C>
Independent Auditor's Report....................................................................................F-1

Balance Sheets
   December 31, 2004 and 2003...................................................................................F-3

Statements of Operations
   For the Years Ended December 31, 2004 and 2003 And for the Cumulative  Period
   from November 6, 2002 (inception)
   To December 31, 2004.........................................................................................F-4

Statement of Stockholders' Equity
   From November 6, 2002 (inception) to December 31, 2004 ......................................................F-5

Statements of Cash Flows
   For the Years Ended December 31, 2004 and 2003 And for the Cumulative  Period
   from November 6, 2002 (inception)
   To December 31, 2004.........................................................................................F-7

Notes to the Financial Statements...............................................................................F-9
</TABLE>



















<PAGE>











                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Shareholders
Caliber Energy, Inc.
(Formerly Rincon Resources, Inc.)
(Formerly Twin Ventures, Ltd.)
(An Exploration State Company)

         We have audited the accompanying  balance sheet of Caliber Energy, Inc.
(formerly Rincon Resources, Inc.) (formerly Twin Ventures, Ltd.) (an exploration
state company) as of December 31, 2004, and the related statements of operations
and cash  flows for the year ended  December  31,  2004,  and the  statement  of
stockholders'  equity from  November 6, 2002  (inception)  to December 31, 2004.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit. The financial  statements of Caliber Energy, Inc. (formerly Rincon
Resources,  Inc.) (formerly Twin Ventures,  Ltd.) (an exploration state company)
for the year ended  December 31,  2003,  were  audited by other  auditors  whose
report thereon, dated January 28, 2004, expressed an unqualified opinion.

         We conducted our audits 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
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects, the financial position of Caliber Energy, Inc.
(formerly Rincon Resources, Inc.) (formerly Twin Ventures, Ltd.) (an exploration
state  company) as of December 31, 2004,  and the results of its  operations and
its cash  flows  for the year  ended  December  31,  2004 and the  statement  of
stockholders'  equity from November 6, 2002  (inception) to December 31, 2004 in
conformity with accounting principles generally accepted in the United States of
America.






                                      F - 1

<PAGE>





         The accompanying  financial statements have been prepared assuming that
the Company  will  continue as a going  concern.  As  discussed in Note 1 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net capital  deficiency that 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.


                                                   Respectfully submitted,


                                                   /s/ Robison, Hill & Co.
                                                   Certified Public Accountants
Salt Lake City, Utah
March 18, 2005































                                      F - 2

<PAGE>



                              CALIBER ENERGY, INC.
                        (Formerly Rincon Resources, Inc.)
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                              -------------------------------------
ASSETS                                                                               2004               2003
                                                                              ------------------  -----------------
Current Assets
<S>                                                                           <C>                 <C>
  Cash                                                                        $              728  $              76
                                                                              ------------------  -----------------

     Total Assets                                                             $              728  $              76
                                                                              ==================  =================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts payable                                                            $          189,067  $           1,800
  Accrued liabilities & short term contract payable                                       97,730              4,825
  Notes payable                                                                           78,695                  -
  Related party loans                                                                     22,835                  -
  Accrued interest                                                                         1,659                  -
                                                                              ------------------  -----------------

     Total Current Liabilities                                                           389,986              6,625

Long-Term Liabilities
   Contract payable - the "Ritz Claim"                                                    15,000             15,000
                                                                              ------------------  -----------------

     Total Liabilities                                                                   404,986             21,625
                                                                              ------------------  -----------------

Stockholders' Equity
   Preferred stock, $.0001 par value, authorized 10,000,000
     shares, -0- issued                                                                        -                  -
   Common stock, $.0001 par value, authorized 500,000,000
     shares, 92,570,000 shares issued at December 31, 2004 and
     272,570,000 shares issued at December 31, 2003                                        9,257             27,257
   Stock to be issued                                                                         10                  -
   Additional paid-in capital                                                            141,983            104,993
   Deficit accumulated during development stage                                         (555,508)          (153,799)
                                                                              ------------------  -----------------

     Total Stockholders' Equity                                                         (404,258)           (21,549)
                                                                              ------------------  -----------------

     Total Liabilities and Stockholders' Equity                               $              728  $              76
                                                                              ==================  =================
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F - 3

<PAGE>



                              CALIBER ENERGY, INC.
                        (Formerly Rincon Resources, Inc.)
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                     Deficit
                                                                                                   Accumulated
                                                                                                      Since
                                                                                                   November 6,
                                                                                                       2002
                                                                  For the Year Ended               Inception of
                                                                     December 31,                  Development
                                                        --------------------------------------
                                                               2004              2003                 Stage
                                                        ------------------  ------------------  ------------------
<S>                                                     <C>                 <C>                 <C>
Revenue                                                 $                -  $                -  $                -
                                                        ------------------  ------------------  ------------------

Expenses
  Consulting                                                        26,000                   -              26,000
  Officers Compensation                                             66,905                   -              66,905
  General and Administrative                                        17,977               7,879             138,276
  General Exploration                                              289,168                   -             322,668
                                                        ------------------  ------------------  ------------------
     Total Expenses                                                400,050               7,879             553,849
                                                        ------------------  ------------------  ------------------

Other Income ( Expense)
   Interest Expense                                                 (1,659)                  -              (1,659)
                                                        ------------------  ------------------  ------------------

Net Income (Loss)                                       $         (401,709) $           (7,879) $         (555,508)
                                                        ==================  ==================  ==================

Income (Loss) per Common Share                          $                -  $                -
                                                        ==================  ==================

Weighted Average Shares Outstanding                            140,405,540         272,477,863
                                                        ==================  ==================
</TABLE>










   The accompanying notes are an integral part of these financial statements.

                                      F - 4

<PAGE>



                              CALIBER ENERGY, INC.
                        (Formerly Rincon Reources, Inc.)
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
      FOR THE PERIOD FROM NOVEMBER 6, 2002 (INCEPTION) TO DECEMBER 31, 2004

<TABLE>
<CAPTION>
                                                                                                                     Deficit
                                                                                                                   Accumulated
                                                                                                                       From
                                                                                                                    November 6,
                                                                                        Common         Paid in         2002
                                                                                        Shares       Capital in     Inception of
                                                        Common Stock                     to be        Excess of     Development
                                           --------------------------------------
                                                 Shares              Amount             Issued        Par Value        Stage
                                           ------------------  ------------------  ------------   -------------   -----------------

<S>                                        <C>                 <C>                 <C>            <C>             <C>
November 6, 2002 - Inception                                -  $                -  $          -   $           -   $               -

December 2002 - Common stock
   issued for cash at $.005 per share               3,200,000                 320             -          15,680                   -

Common stock issued for services
   at $.003 per share                              24,000,000               2,400             -          99,600                   -

Net Income (Loss)                                           -                   -             -               -            (145,920)
                                           ------------------  ------------------  ------------   -------------  ------------------

Balance at December 31, 2002                       27,200,000               2,720             -         115,280            (145,920)

July 23, 2004 - 10:1 stock split                  244,800,000              24,480             -         (24,480)                  -
                                           ------------------  ------------------  ------------   -------------  ------------------

Restated Balance at
   December 31, 2002                              272,000,000              27,200             -          90,800            (145,920)
</TABLE>


                                      F - 5
<PAGE>

                              CALIBER ENERGY, INC.
                        (Formerly Rincon Reources, Inc.)
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
      FOR THE PERIOD FROM NOVEMBER 6, 2002 (INCEPTION) TO DECEMBER 31, 2004
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                   Deficit
                                                                                                                 Accumulated
                                                                                                                    From
                                                                                                                  November 6,
                                                                                       Common       Paid in         2002
                                                                                       Shares     Capital in     Inception of
                                                        Common Stock                    to be      Excess of     Development
                                           --------------------------------------
                                                 Shares              Amount            Issued      Par Value        Stage
                                           ------------------  ------------------  ----------   ------------  ------------------

<S>                                        <C>                 <C>                 <C>          <C>           <C>
March 2003 - Common stock
   issued for cash at $.25 per share                  570,000  $               57  $           -$     14,193  $                -

Net Income (Loss)                                           -                   -           -              -              (7,879)
                                           ------------------  ------------------  ----------   ------------  ------------------

Balance at December 31, 2003                      272,570,000              27,257           -        104,993            (153,799)

April 2004 - Shares returned to
   treasury and cancelled                        (180,000,000)            (18,000)          -         18,000                   -

July 2004 - 100,000 shares to be
   issued as part of Property Option
   Agreement at $.19 per share                              -                   -          10         18,990                   -

Net Income (Loss)                                           -                   -           -              -            (401,709)
                                           ------------------  ------------------  ----------   ------------  ------------------

Balance at December 31, 2004                       92,570,000  $            9,257  $       10   $    141,983  $         (555,508)
                                           ==================  ==================  ==========   ============  ==================
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      F - 6
<PAGE>

                              CALIBER ENERGY, INC.
                        (Formerly Rincon Resources, Inc.)
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                      Deficit
                                                                                                    Accumulated
                                                                                                       Since
                                                                                                    November 6,
                                                                                                        2002
                                                                   For the Year Ended               Inception of
                                                                      December 31,                  Development
                                                          -------------------------------------
                                                                2004                2003               Stage
                                                          -----------------  ------------------  ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:

<S>                                                       <C>                <C>                 <C>
Net Loss                                                  $        (401,709) $           (7,879) $         (555,508)
Adjustments used to reconcile net loss to net
  cash provided by (used in) operating activities:
   Depreciation and Amortization                                          -                 744                 744
   Stock compensation                                                     -                   -             102,000
   Common stock to be issued for mineral rights                      19,000                   -              19,000
   Mineral rights expensed                                                -               2,500              16,000
Increase (decrease) in accrued interest                               1,659                   -               1,659
Increase (decrease) in accounts payable                             187,267               1,300             189,067
Increase (decrease) in accrued liabilities                           92,905              (7,675)             97,730
Increase (decrease) in contracts payable                                  -              (2,500)             15,000
                                                          -----------------  ------------------  ------------------
Net cash used in operating activities                              (100,878)            (13,510)           (114,308)
                                                          -----------------  ------------------  ------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Cash paid for website design                                              -                (744)               (744)
Cash paid for mineral rights                                              -              (2,500)            (16,000)
                                                          -----------------  ------------------  ------------------
Net cash used by investing activities                                     -              (3,244)            (16,744)
                                                          -----------------  ------------------  ------------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from loans                                                  78,695                   -              78,695
Proceeds from shareholder loans                                      22,835                   -              22,835
Proceeds on sale of common stock                                          -              16,750              30,250
                                                          -----------------  ------------------  ------------------
Net Cash Provided by Financing  Activities                          101,530              16,750             131,780
                                                          -----------------  ------------------  ------------------
</TABLE>





                                      F - 7

<PAGE>



                              CALIBER ENERGY, INC.
                        (Formerly Rincon Resources, Inc.)
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                            STATEMENTS OF CASH FLOWS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                      Deficit
                                                                                                    Accumulated
                                                                                                       Since
                                                                                                    November 6,
                                                                                                        2002
                                                                   For the Year Ended               Inception of
                                                                      December 31,                  Development
                                                          -------------------------------------
                                                                2004                2003               Stage
                                                          -----------------  ------------------  ------------------

Net Increase (Decrease) in
<S>                                                                     <C>                  <C>                <C>
   Cash  and Cash Equivalents                                           652                  (4)                728
Cash and Cash Equivalents at
   Beginning of the Period                                               76                  80                   -
                                                          -----------------  ------------------  ------------------
Cash and Cash Equivalents at
   End of the Period                                      $             728  $               76  $              728
                                                          =================  ==================  ==================

SUPPLEMENTAL DISCLOSURE OF CASH
  FLOW INFORMATION:
Interest                                                  $               -  $                -  $                -
Income Taxes                                              $               -  $                -  $                -
</TABLE>

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
















   The accompanying notes are an integral part of these financial statements.

                                      F - 8

<PAGE>



                              CALIBER ENERGY, INC.
                        (Formerly Rincon Resources, Inc.)
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN

         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  $402,000 for the year ended  December
31, 2004,  losses of approximately  $8,000 for the year ended December 31, 2003,
and losses of  approximately  $556,000  since  inception.  The  Company  has not
realized  economic  production  from its mineral  properties  as of December 31,
2004.  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. (formerly Rincon Resources,  Inc.) (formerly Twin
Ventures, Ltd.) (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.

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

F - 9

<PAGE>



                              CALIBER ENERGY, INC.
                        (Formerly Rincon Resources, Inc.)
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

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

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

         This summary of accounting  policies for Caliber Energy, Inc. (formerly
Rincon  Resources,  Inc.) (formerly Twin Ventures,  Ltd.) (an exploration  state
company)  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.

Principles of Consolidation

         The consolidated  financial statements for the years ended December 31,
2004 and 2003 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.

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.

                                     F - 10

<PAGE>




                              CALIBER ENERGY, INC.
                        (Formerly Rincon Resources, Inc.)
                         (Formerly Twin Ventures, Ltd.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.





                                     F - 11

<PAGE>



                              CALIBER ENERGY, INC.
                        (Formerly Rincon Resources, Inc.)
                         (Formerly Twin Ventures, Ltd.)
                         (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.


                                     F - 12

<PAGE>



                              CALIBER ENERGY, INC.
                        (Formerly Rincon Resources, Inc.)
                         (Formerly Twin Ventures, Ltd.)
                         (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 December 31,
2004 and 2003.

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:


                                     F - 13

<PAGE>



                              CALIBER ENERGY, INC.
                        (Formerly Rincon Resources, Inc.)
                         (Formerly Twin Ventures, Ltd.)
                         (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,  is 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.

         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.

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  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.

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.






                                     F - 14

<PAGE>



                              CALIBER ENERGY, INC.
                        (Formerly Rincon Resources, Inc.)
                         (Formerly Twin Ventures, Ltd.)
                         (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.

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.

                                     F - 15

<PAGE>



                              CALIBER ENERGY, INC.
                        (Formerly Rincon Resources, Inc.)
                         (Formerly Twin Ventures, Ltd.)
                         (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
issued 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.

                                     F - 16

<PAGE>



                              CALIBER ENERGY, INC.
                        (Formerly Rincon Resources, Inc.)
                         (Formerly Twin Ventures, Ltd.)
                         (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;

                                     F - 17

<PAGE>



                              CALIBER ENERGY, INC.
                        (Formerly Rincon Resources, Inc.)
                         (Formerly Twin Ventures, Ltd.)
                         (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   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 December 31, 2004, the Company has paid Louvicourt a cash payment
of $55,000 as part of this  agreement.  The $55,000 has been expensed 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 has been expensed as part
of exploration costs. The Company has also 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.

         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 December 31, 2004 and 2003,  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.


                                     F - 18

<PAGE>


                              CALIBER ENERGY, INC.
                        (Formerly Rincon Resources, Inc.)
                         (Formerly Twin Ventures, Ltd.)
                         (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 - SUBSEQUENT EVENTS

         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.




                                     F - 19

<PAGE>


                                   SIGNATURES


Pursuant to the  requirements of section 13 or 15(d) of the Securities  Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                                CALIBER ENERGY, INC.

Dated: March 25, 2005                      By  /S/     Graeme Scott
                                           -------------------------------------
                                           Graeme Scott
                                           President, CEO and Director
                                          (Principal Executive Officer)

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on this 25th day of March 2005.

Signatures                                  Title

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

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