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, 2005

                                       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.)


          9595 Wilshire Boulevard #900 Beverly Hills, California 90212
              (Address of principal executive offices) (zip code)


                    Issuer's telephone number: (310) 300-4064

         11300 West Olympic Boulevard #800 Los Angeles, California 90064
      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 17, 2006,  the aggregate  market value of all shares of voting
stock held by non-affiliates was approximately  $1,031,900.  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, 2005, was as follows: 62,595,000 common shares,
$.0001 par value per share.

Total revenues for fiscal year ended December 31, 2005: $0

At  December  31,  2005 the  number of shares of common  stock  outstanding  was
62,595,000.

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

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




























<PAGE>


                                TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                                     PAGE
PART I

Item 1.     Description of Business                                           1

Item 2.     Description of Property                                           5

Item 3.     Legal Proceedings                                                 5

Item 4.     Submission of Matters to a Vote of Security Holders               5


PART II

Item 5.     Market for Common Equity and Related Stockholder Matters          6

Item 6.     Management's Discussion and Analysis or Plan of Operations        7

Item 7.      Financial Statements                                             14

Item 8.      Changes in and Disagreements With Accountants on Accounting and  14
                 Financial Disclosure

Item 8A     Controls and Procedures                                           14

PART III

Item 9.     Directors, Executive Officers, Promoters and Control Persons;
                Compliance with Section 16(a) of the Exchange Act             15

Item 10.   Executive Compensation                                             17

Item 11.   Security Ownership of Certain Beneficial Owners and Management     18

Item 12.   Certain Relationships and Related Transactions                     19

Item 13.   Exhibits and Reports on Form 8-K                                   19

Item 14.   Principal Accountant Fees & Services                               20


<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  results  of  the  surface  work  were  encouraging  however,  not
outstanding as to allow the Company to raise the required capital.  Although the
Company intended to follow-up with drill testing of the mineralized zones of the
property, this program was not funded.

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

The Company name change and CUSIP number more adequately  reflect that move into
the  energy  sector.  Projects  in oil & gas and coal  are now the  focus of the


                                       1
<PAGE>

Company. Oil and gas projects in California and Canada as well as three advanced
coal projects of  outstanding  merit in Eastern  Europe and Canada were reviewed
and two acquisitions were made, these being the Bolloque Oil Project in Alberta,
Canada and the new coal  project in the  Yakutia  region of eastern  Russia that
includes large undeveloped resources of high demand metallurgical grade coal. By
providing  project  financing,  equipment  and  technology,  the Company will be
granted a portion of revenue  from  sales  contracts  already in place to supply
metallurgical grade coal to existing buyers in the Far East.

INDUSTRY OVERVIEW

CANADA

         According  to  Alberta  Energy  &  Utilities  Board  Report  "ALBERTA'S
RESERVES 2002 &  SUPPLY/OUTLOOK  2003-2012":  The Western  Canadian  province of
Alberta holds  tremendous  potential for oil and gas production and is ranked as
the ninth  largest oil  producer and third  largest  natural gas producer in the
world.  Additionally,  Alberta's  oil sands  contain the largest  crude  bitumen
resource  in the world,  consisting  of  approximately  315  billion  barrels of
potentially  recoverable  crude.  Alberta's 2002 production from all sources was
1.54 million  barrels/day  and is forecast to reach 2.7 million  barrels/day  by
2012.  Additionally,  Alberta's remaining established reserves of natural gas at
the end of 2003 stood at 42 Tcf. To-date,  much of Alberta's gas development has
centered  on shallow  gas within  southeastern  Alberta,  where over half of the
province's  gas-producing  wells are located but only sixteen percent of natural
gas is currently produced.

KANSAS

The oil and gas boom returned to Kansas in 2005. Its impact on the state economy
depends  on how long it lasts.  Kansas  oil and gas  production  was worth  $4.7
billion in 2005,  according to estimates by the Kansas  Geological Survey at the
University  of Kansas.  The total value of oil produced in the state in 2005 was
estimated at about $1.8 billion,  up from about $500 million in 2004.  The total
value of natural gas production was more than $2.8 billion in 2005, up from $2.2
billion the previous  year.  Natural gas  production in 2005 is estimated at 380
billion cubic feet, down about 20 billion cubic feet from the previous year. The
statewide peak was 990 billion cubic feet in 1970.

COAL

As the demand  for  electricity  continues  to grow here in North  America,  and
around the world, coal continues to make low-cost electricity possible. Low-cost
electricity is primarily a factor of fuel prices,  and coal is and will continue
to be  the  least  expensive  option  for  generating  electricity.  Electricity
consumption  in the United States is projected to grow 44 percent by 2020.  Coal
has enabled America's electric utilities to keep up with this increasing demand.
The use of coal for  generating  electricity  has nearly  tripled in the last 30
years. Coal will remain the largest single source of electricity--accounting for
51 percent of power generation in 2025.  Energy demand continues to pressure the
US to seek out alternative  sources and new technologies as political  struggles
in the Middle East  continue to raise  concern  over oil  supplies.  With Energy
consumption  and  demand  continually  increasing,  the  coal-based  electricity


                                       2
<PAGE>

industry has a strong commitment to the environment and to producing electricity
that is increasingly clean.


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.

         On March 10, 2005 we  executed a  consulting  agreement  with our Chief
Financial  Officer and  Director,  David Nalyor  whereby he will provide 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,  2005,  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
the funds  necessary to fund our business  objectives,  we may have to delay the
implementation of any future business plan.



                                       3
<PAGE>

         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



                                       4
<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 9595 Wilshire  Boulevard Suite 900
Beverly Hills, California 90212. 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.
















                                       5
<PAGE>

                                     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.

         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.


-----------------------------------------------------------------------------
                        2004                     HIGH               LOW
-----------------------------------------------------------------------------
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
-----------------------------------------------------------------------------
                        2005                     HIGH               LOW
-----------------------------------------------------------------------------
January 1, 2005 to March 31, 2005                .36                .09
-----------------------------------------------------------------------------
April 1, 2005 to June 30, 2005                   .25                .18
-----------------------------------------------------------------------------
July 1, 2005 to September 30, 2005               .11                .04
-----------------------------------------------------------------------------
October 1, 2005 to December 31, 2005             .04                .01
-----------------------------------------------------------------------------
         *        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.



                                       6
<PAGE>

         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 2005.

                 ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OR
                               PLAN OF OPERATIONS

THE FOLLOWING  DISCUSSION AND ANALYSIS  SHOULD BE READ IN  CONJUNCTION  WITH OUR
FINANCIAL STATEMENTS, INCLUDED HEREWITH. THIS DISCUSSION SHOULD NOT BE CONSTRUED
TO IMPLY THAT THE RESULTS  DISCUSSED HEREIN WILL  NECESSARILY  CONTINUE INTO THE
FUTURE, OR THAT ANY CONCLUSION  REACHED HEREIN WILL NECESSARILY BE INDICATIVE OF
ACTUAL OPERATING RESULTS IN THE FUTURE. SUCH DISCUSSION REPRESENTS ONLY THE BEST
PRESENT ASSESSMENT OF OUR MANAGEMENT.

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

The Vardy Zone is another gold  structure on the Tudor Property and is located 1
km north of the Main Prospect.  Gold mineralization  occurs in a steeply dipping
ductile-brittle  deformation zone ranging 50 to 250 metres wide and extends over
2.6  kilometres.  Gold  mineralization  in the  Vardy  Zone is  associated  with
silicification   and  quartz  stringer  systems  similar  to  the  gold  bearing
mineralization  in the Main  Prospect.  Native  gold is also  found in  deformed
sucrosic quartz veins that occur in fracture zones and are believed to represent
an older gold event in the  structure.  The Vardy Zone has returned assay values
up  to  20  g/t  Au.  The  Tudor  Gold  Project  is  situated  in  the  historic
Madoc-Bancroft  gold region in eastern  Ontario,  Canada and is located in Tudor
and Grimsthorpe  Township's.  The property consists of 22 contiguous  unpatented
mining claims  containing 60 units and covers  approximately  1,200  hectares of
land. The former Rincon  Resources had been granted an option by Louvicourt Gold
Mines Inc.  to acquire 50% of the mineral  rights to the  property by  incurring
exploration  expenditures  of $500,000 (US) within one year.  Rincon can gain an
additional  25% title to the  property by incurring  an  additional  exploration
expenditure of $250,000 (US) within two years.

After  careful  consideration  as to the  results of the Tudor  Project  and the
gereral  gold market in general,  management  on March 2, 2005 decided to change
direction from gold  exploration  into the energy sector.  With the current near
record prices for most energy commodities,  management is of the opinion that in


                                       7
<PAGE>

order to increase  shareholder  value,  the Company  would  benefit  from energy
projects that have a low risk, high rate of return and could provide the Company
cash flow under time frames that are more favorable than metals.

The Company  also  announced it was  considering  a name change and CUSIP number
that  would  more  adequately  reflect  that move  into the  energy  sector.  In
addition,  management was reviewing several very promising projects in oil & gas
and coal that are available for immediate  acquisition,  which will fulfill this
new  direction  mandate.  Management  then  reported  that it was  currently  in
negotiations, subject to thorough and favorable due diligence on several oil and
gas projects in California and Canada as well as three advanced coal projects of
outstanding merit in Eastern Europe and Canada. The Company was to report on the
ongoing developments once formal agreements have been executed.

On March 14th,  2005, the Company  announced the name change to Caliber  Energy,
Inc. In addition,  corporate office moved to 11300 West Olympic Blvd., Suite 800
Los Angeles,  CA. Corporate Counsel was changed to Dieterich & Associates of Los
Angeles.  On December 1, 2005 Caliber  relocated its  corporate  offices to 9595
Wilshire  Boulevard  Suite  900  Beverly  Hills,  California  90212.  Management
believed  that the name change  would better  reflect the  mandated  change into
energy sector projects.  Official  notification of the name change and new CUSIP
number was expected shortly at which time the Company was to advise shareholders
as to the  effective  timing  and  new  trading  symbol.  Management  wished  to
emphasize  that there will be no changes to the  capitalization  of the Company.
Caliber  Energy,  Inc. also announced  plans to pursue avenues of debt financing
for the upcoming  projects and does not  anticipate  extensive  equity  dilution
through financings.

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

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



                                       8
<PAGE>

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

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

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

Leduc reef fields further south from this play have had oil production  rates of
several  hundred barrels per day and better wells have produced over one million
barrels of oil. Oil well  spacing is normally 4 wells per section.  Wells in the
area that have penetrated the flanks of the reef have tested water, showing that
there is porosity and permeability within the Leduc zone. The play is predicated
on there being oil trapped in the top of the reef.

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

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

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


On April 4th the Company reported it had commenced  seismic  interpretation  and
geologic  mapping to  determine a suitable  target  location for drilling an oil
well on the Bolloque  Project;  a Leduc oil play. The seismic line purchased and
being interpreted covers an area where the Company has identified three sections
that cover a topographic high, potentially coincident with a Leduc reef that may
represent the extension of the prolific Leduc D-3 pools.  The project is located


                                       9
<PAGE>

60 miles directly north of Edmonton, Alberta in the prolific oil producing Leduc
area. Leduc "reef" oil fields south of Bolloque contain oil wells that currently
produce oil at rates of several hundred barrels per day and also wells that have
cumulatively  produced  over one  million  barrels of oil.  Of the 680 oil wells
drilled in D-3 pools,  the  production  has been between a low of 145 and a high
400  barrels per day with pay  thickness  of 35 to 142 feet.  On April 7th,  the
Company  reported  that it had  returned  29,975,000  common Reg.  144 shares to
treasury.  This represents a 32.4% decrease of the issued and outstanding shares
of the Company, which now has been reduced from 92,570,000 to 62,595,000.

On April 18th,  Caliber  reported that a third a third party reservoir  engineer
and an independent  geophysicist completed the seismic review and interpretation
on the Bolloque Project. The seismic line that crosses the Company's leases is a
previously  shot,  east-west,  2-D  seismic  line.  The line was  purchased  and
re-interpreted by the independent consultants to the Company. The interpretation
confirms that a Leduc Pinnacle Reef buildup exists under the Company leases.

An  estimate  made  from  the  seismic  section  indicates  a  reef  buildup  of
approximately 30 meters (98.5 feet). Drill Stem Tests (D.S.T.'s) of this zone in
nearby  wells  gave  significant  fluid  recoveries  from the flanks of the reef
indicating  good  permeability.  The reef has never  been  tested for oil at its
highest  development  coincident  to a  topographic  high.  The Company plans on
drilling at the highest location on the leases to test for an oil  accumulation.
The presence of a strong  structural trap has increased  greatly the probability
of success of  discovering a significant  oil  accumulation  on the leases.  The
Company now feels that the  Bolloque may  represent a northern  extension of the
historic  Leduc reef and that it may  represent  the  extension  of the prolific
Leduc D-3 pools. In a direct analog  comparison,  the Acheson D-3A pool with 100
oil wells with an average pay thickness of 82 feet and had peak production rates
of 300 barrels per day.

The project is located 60 miles north of  Edmonton,  Alberta in the prolific oil
producing Leduc area.  Leduc Reef oil fields south of Bolloque contain oil wells
that produce oil at rates of several  hundred barrels per day and also well that
have cumulatively produced over one million barrels of oil. Of the 680 oil wells
drilled in D-3 pools, the production has been between a low of 145 and a high of
400 barrels per day with pay  thickness of 35 to 142 feet.  Drilling as reported
earlier is planned during May-June 2005 following  spring breakup when road bans
restricting  movement of heavy  equipment by the  Province are lifted.  The well
depth to test the top of the Leduc is  approximately  3,300 feet (1,100  metres)
and an oil well is  estimated to cost  $280,000  for dry hole and an  additional
$125,000 to complete  the well.  Caliber is earning its 49% working  interest by
drilling, casing and completing an exploratory well on the leases.

On May 2nd,  the  Company  reported  that it was  moving  forward  in making the
necessary  preparations  for the spud of the  first  oil well at  Bolloque.  The
Company and the  operator of the  project,  Transaction  Oil and Gas Ventures of
Calgary have begun the well licensing,  required  permitting and have picked the
well location. Site preparations will commence when the government road bans are
lifted,  anticipated to be shortly.  The spud preparations of the first oil well
at Bolloque are for the well designation of  7-1-64-25W4M.  Caliber is advancing


                                       10
<PAGE>

funds  required to complete the well  licensing and site  preparations  totaling
$45,000 as part of the executed  Authority  for  Expenditure  (A.F.E.)  totaling
$329,000 to drill,  test and case the well. Access to the well site is excellent
and  government  road bans are now being lifted.  The first well location is 200
yards from a producing  gas well and 2 miles from a municipal  road.  Caliber is
sourcing a drilling rig for the project.

Caliber  reported that the Company's share of a "Coal Sales  Agreement" has been
finalized.  Caliber's  interest in the Sales Agreement for 500,000 metric tonnes
of metallurgical  grade coal is anticipated to generate revenue in excess of one
million  dollars to the  Company  over the next 6 months.  The Company is moving
forward on the first coal shipment  that will  commence once export  permits are
issued and credit facilities are in place.

The Company  updated the  Bolloque  Oil Play.  Caliber  recently  announced  the
preparations for the spud of the first oil well at the Bolloque Project, Alberta
Canada.  The well  designation  is  7-1-64-25W4M.  Caliber  is  advancing  funds
required to complete the well licensing and site  preparations  totaling $45,000
as part of the executed Authority for Expenditure  (A.F.E.) totaling $329,000 to
drill,  test  and case the  well.  Access  to the  well  site is  excellent  and
government road bans are now being lifted.  The first well location is 200 yards
from a producing gas well and 2 miles from a municipal road. Caliber is sourcing
a drilling rig for the project.  A spud date has been estimated for on or around
June 4th, 2005 dependent on rig availability.

On September  28, the Company  updated the  progress and events  relating to the
Company's energy projects.  Caliber has now signed a Letter of Intent (L.O.I) to
acquire certain Coal Mining Licenses in the Sakha-Yakutsk  region of the Russian
Federation.  The coal resource on the licenses is reported to exceed 300 million
tonnes.  The  acquisition is subject to a due diligence  process as well as site
and facilities inspection. Recently, a major Russian integrated mining and steel
group was reported to have paid over $10 million for an equivalent  coal license
in the region.  Caliber maintains a strategic and competitive  advantage through
its existing joint venture  partnership  with Canadian based Dolman  Investments
Ltd. and local Russian operating groups.  The Company also wishes to report that
the  scope  of the  previously  announced  "Coal  Sales  Agreement"  from  sales
contracts  to  export  coal  has  increased   from  500,000   metric  tonnes  of
metallurgical  grade coal to include an additional 3.0 million tonnes of thermal
coal.  The  timing  of  the  implementation  of  this  coal  sales  program  has
encountered a delay due to the increased scope of the aforementioned  additional
thermal  coal  contact.  The  Company  will report  when these  important  sales
contracts are finalized.

The Company has reduced its  participation  in the  Bolloque oil play located in
Alberta  Canada in order to fully  concentrate  on the  Russian  coal  ventures.
Caliber has retained a 10% carried working  interest in the Bolloque Project and
the 7-1-64-25W4M  well.  Caliber has been carried on all costs pertaining to the
drilling and  completion of the 7-1 well.  Caliber will report on the results of
the well testing when available.



                                       11
<PAGE>


SUBSEQUENT EVENTS

On March 16th,  2006 the Company began  negotiations  with a private  Company to
participate in oil and gas exploration in Kansas.  The oil and gas boom returned
to Kansas in 2005. Its impact on the state economy depends on how long it lasts.
Kansas oil and gas  production  was worth $4.7  billion  in 2005,  according  to
estimates by the Kansas Geological Survey at the University of Kansas. The total
value of oil produced in the state in 2005 was  estimated at about $1.8 billion,
up from about $500  million in 2004.  The total value of natural gas  production
was more than $2.8  billion in 2005,  up from $2.2  billion the  previous  year.
Natural gas  production  in 2005 is  estimated at 380 billion  cubic feet,  down
about 20 billion cubic feet from the previous  year.  The statewide peak was 990
billion cubic feet in 1970.

Caliber will join other  partners that have acquired  participation  rights in a
large data base that includes a geophysical  survey covering  approximately  one
million acres, located in central Kansas,  covering parts of Ellsworth,  Salina,
McPherson,  Reno, Harvey,  Kingman, and Sedgwick counties.  Total cumulative oil
production  through 1999 from these counties is more than 978 million barrels of
oil. The geophysical  survey utilized RAM technology,  owned by Paramount Energy
Corp.,  which  is a  geophysical  methodology  used  to  highlight  oil  and gas
deposits.  Unlike 2-D and 3-D seismic methods,  which gather  information  based
upon  artificially   induced  sonic  responses  recorded  at  the  surface,  RAM
technology  identifies  "unique bright spots" using its proprietary  software to
process certain aspects of the earth's magnetic field data.

Data is collected by a low flying aircraft  equipped with specialized  equipment
and then analyzed by RAM software.  These "unique bright spot"  anomalies can be
correlated to near-surface  alterations caused by the slow geochemical processes
that occur over both oil and gas  deposits.  The RAM  technology  is an indirect
hydrocarbon  indicator independent of structure so it a good tool in areas where
seismic is not.  Since RAM data is  collected  from an aircraft,  large  acreage
surveys  can be  acquired  many times  faster and many  times less  costly  than
traditional seismic.  That makes RAM an ideal first reconnaissance tool. Several
identified RAM anomalies interpreted within the survey area are believed to have
hydrocarbon  potential over  multi-sections of lands that have never been tested
with a drill bit.  Most  nearby  production  within  this  region of the Central
Kansas Platform produces from  Mississippian age and older limestone rocks above
the Arbuckle dolomite  formation.  Some of the accumulations of hydrocarbons are
stratagraphically  trapped and  unrelated to structure  and therefore not easily
identifiable by traditional  seismic.  The magnetic survey and interpretation of
the region is of excellent  quality.  Oil wells will be drilled to test the most
promising  prospects to the deepest  known  petroleum  formation,  the Arbuckle,
generally  less than 4000' in depth in the  Central  Kansas  Platform.  Drilling
costs  have  been  estimated  to be in the  order of  $200,000  for a cased  and
completed well.

The Central Kansas Platform  covered by the survey and  interpretation  contains
some of the most  prolific  production  from shallow  depths in that part of the
country.  There are many  established  oil fields  within the  boundaries of the
survey  area.  The survey  indicates  "bright  spots" that could be  hydrocarbon
accumulations  not  yet  discovered  by  traditional   seismic  or  other  older
exploration technologies.  Multiple prospects are expected to be generated after
more extensive field tests. When formalized,  Caliber will join partners who are
proceeding  to further  evaluate  the most  prospective  oil and gas targets for
drilling utilizing  complimentary  geochemical and geophysical  methodologies in
their field testing. The operator will then recommend leases for acquisition and
the exploration program will commence.



                                       12
<PAGE>

Caliber  will join other  Companies  which are Silver  Star,  with a 20% working
interest,  Fidelis Energy,  Inc. which has a 25% working  interest,  and Cascade
Energy, Inc. which also has a 25% working interest.  The private company will be
carried  through the drilling and  completion  of the first two (2)  exploratory
wells. The 70% working interest  partners will pay 100% of the costs of drilling
and completing the initial two wells.  Subsequent to those first two wells,  all
participants  in the play will  contribute  on a straight  up  working  interest
basis.

OVERVIEW

         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.


         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.



                                       13
<PAGE>

         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 preceding 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.


                        ITEM 8A. 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,  2005,  there  were  no
         significant  changes in the Company's  internal controls over financial
         reporting  or in any other  areas that could  significantly  affect the
         Company's  internal controls  subsequent to the date of his most recent
         evaluation, including any corrective actions with regard to significant
         deficiencies and material weaknesses.



                                       14
<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:

DIRECTOR'S NAME    AGE        POSITION WITH COMPANY

Graeme Scott        43    President, Chief Executive Officer, Director

David Naylor        42    Secretary/Treasurer, Chief Financial Officer, Director

Bryan Rhodes        38    Treasurer, Chief Financial Officer, Director (former)

Victor Perkell      42    Director

         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



                                       15
<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."



                                       16
<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                2002            -             -          -          -             -         -         -
President/CEO
                            2003            -             -          -          -             -         -         -
Director                    2004            -             -          -          -             -         -    43,674
                            2005            -             -          -          -             -         -    60,000

David Naylor
Treasurer/CFO
Director                    2002            -             -          -          -             -         -         -
                            2003            -             -          -          -             -         -         -
                            2004            -             -          -          -             -         -         -
                            2005            -             -          -          -             -         -    30,000
Victor Perkell
Director                    2002            -             -          -          -             -         -         -
                            2003            -             -          -          -             -         -         -
                            2004            -             -          -          -             -         -         -
                            2005            -             -          -          -             -         -     4,800

Bryan                       2002            -             -          -          -             -         -         -
Rhodes*
Treasurer/ CFO
                            2003            -             -          -          -             -         -         -
Director                    2004            -             -          -          -             -         -    15,000
                            2005            -             -          -          -             -         -         -
</TABLE>

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




                                       17
<PAGE>


                 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
62,595,000  outstanding  shares of common stock at December 31, 2005. 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.


                  NAME AND ADDRESS          AMOUNT & NATURE            PERCENT
TITLE OF CLASS    OF BENEFICIAL OWNER       OF BENEFICIAL OWNER        OF CLASS

Common Stock      Graeme Scott              21,000,000 shares          33.54%
                  24 Ternhill Crescent      President/CEO
                  Toronto, Ontario          Director
                  M3C 2E5

Common Stock      Bryan Rhodes*             25,000 shares              0.04%
                  851 Western Ridge Trail   Treasurer/CFO
                  Tucson, Arizona           Director
                  85748-7087

Common Stock      Victor Perkell            1,000,000 shares           1.60 %
                  2788 Bathurst Street
                  Toronto, Ontario
                  M6B 3A3

Common Stock      Robert McIntosh           7,000,000 shares           11.18%
                  #606 1414 Barclay St.
                  Vancouver, British Columbia
                  V6G 1J4

Common Stock      All executive officers    22,000,000 shares          35.15%
                  and directors as a group

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



                                       18
<PAGE>


             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Pursuant to consulting  agreements  dated June 1, 2004 and revisions in
2005 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 $400 per month to the
Director not having an officer's position.


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


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

1.     FINANCIAL STATEMENTS
                                                                            PAGE

Report of Robison, Hill & Co., Independent Certified Public Accountants......F-1
Balance Sheets
  December 31, 2005, and 2004................................................F-3
Statements of Operations
  For the Years Ended December 31, 2005 and 2004
  And for the Cumulative Period
  from November 6, 2002 (inception)
  To December 31, 2005 ......................................................F-4
Statement of Stockholders' Equity
  From November 6, 2002 (inception) to December 31, 2005   ..................F-5
Statements of Cash Flows
  For the Years Ended December 31, 2005 and 2004
  And for the Cumulative Period
  from November 6, 2002 (inception)
  To December 31, 2005 ......................................................F-8
Notes to Financial Statements...............................................F-10

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.



                                       19
<PAGE>


                  ITEM 14. 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, 2005
and 2004.

                         Service                   2005              2004
              Audit Fees                         $13,380            $5,200
              Audit-Related Fees                                       -
              Tax Fees                             $200                -
              All Other Fees                                           -
              Total                              $13,580            $5,200

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  2005  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.




                                       20
<PAGE>

                              CALIBER ENERGY, INC.
                         (AN EXPLORATION STATE COMPANY)

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT

                           DECEMBER 31, 2005 AND 2004




<PAGE>






                                TABLE OF CONTENTS


                                                                         Page

Independent Auditor's Report...............................................F-1

Balance Sheets
   December 31, 2005 and 2004..............................................F-3

Statements of Operations
   For the Years Ended December 31, 2005 and 2004
   And for the Cumulative  Period
   from November 6, 2002 (inception)
   To December 31, 2005....................................................F-4

Statement of Stockholders' Equity
   From November 6, 2002 (inception) to December 31, 2005 .................F-5

Statements of Cash Flows
   For the Years Ended December 31, 2005 and 2004
   And for the Cumulative  Period
   from November 6, 2002 (inception)
   To December 31, 2005....................................................F-8

Notes to the Financial Statements.........................................F-10



















                                        2

<PAGE>










                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Shareholders
Caliber Energy, Inc.
(An Exploration State Company)

         We have audited the accompanying  balance sheet of Caliber Energy, Inc.
(an exploration state company) as of December 31, 2005 and 2004, and the related
statements  of operations  and cash flows for the years ended  December 31, 2005
and 2004,  and the  statement  of  stockholders'  equity  from  November 6, 2002
(inception)  to  December  31,  2005.   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.

         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.
(an exploration state company) as of December 31, 2005 and 2004, and the results
of its  operations  and its cash flows for the years ended December 31, 2005 and
2004,  and  the  statement  of  stockholders'   equity  from  November  6,  2002
(inception)  to  December  31, 2005 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 20, 2006




                                      F - 2

<PAGE>



                              CALIBER ENERGY, INC.
                         (An Exploration State Company)
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                          December 31,
ASSETS                                                                               2005               2004
                                                                              ------------------  -----------------
<S>                                                                           <C>                 <C>
Current Assets
  Cash                                                                        $                -  $             728
   Prepaid expenses                                                                        3,425                  -
   Receivable from Oil & Gas Properties                                                   40,998                  -
   Interest Receivable                                                                       993                  -
   Notes Receivable                                                                       40,512                  -
                                                                              ------------------  -----------------

     Total Assets                                                             $           85,928  $             728
                                                                              ==================  =================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts payable                                                            $          197,924  $         189,067
  Accrued liabilities & short term contract payable                                       52,756             97,730
  Notes payable                                                                                -             78,695
  Related party loans                                                                          -             22,835
  Accrued interest                                                                        20,334              1,659
                                                                              ------------------  -----------------

     Total Current Liabilities                                                           271,014            389,986
                                                                              ------------------  -----------------

Long-Term Liabilities
   Contract payable - the "Ritz Claim"                                                    15,000             15,000
   Convertible Debentures                                                                463,453                  -
                                                                              ------------------  -----------------

     Total Long-Term Liabilities                                                         478,453             15,000
                                                                              ------------------  -----------------

      Total Liabilities                                                                  749,467            404,986
                                                                              ------------------  -----------------

Stockholders' Equity
   Preferred stock, $.0001 par value, authorized 10,000,000
     shares, -0- issued                                                                        -                  -
   Common stock, $.0001 par value, authorized 500,000,000
     shares, 62,595,000 shares issued at December 31, 2005 and
     92,570,000 shares issued at December 31, 2004                                         6,260              9,257
   Stock to be issued                                                                         10                 10
   Additional paid-in capital                                                            586,495            141,983
   Deficit accumulated during development stage                                       (1,256,304)          (555,508)
                                                                              ------------------  -----------------

     Total Stockholders' Equity                                                         (663,539)          (404,258)
                                                                              ------------------  -----------------

     Total Liabilities and Stockholders' Equity                               $           85,928  $             728
                                                                              ==================  =================
</TABLE>

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

                                      F - 3

<PAGE>



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

<TABLE>
<CAPTION>
                                                                                                     Deficit
                                                                                                   Accumulated
                                                                                                      Since
                                                                                                   November 6,
                                                                                                       2002
                                                                  For the Year Ended               Inception of
                                                                     December 31,                  Development
                                                               2005                2004               Stage
                                                        ------------------  ------------------  ------------------
<S>                                                     <C>                 <C>                 <C>
Revenue                                                 $                -  $                -  $                -
                                                        ------------------  ------------------  ------------------

Expenses
  Consulting                                                        36,000              26,000              62,000
  Officers Compensation                                             94,800              66,905             161,705
  General and Administrative                                        38,704              17,977             176,980
   Investor Relations                                               60,000                   -              60,000
  General Exploration                                               12,095             289,168             334,763
                                                        ------------------  ------------------  ------------------
     Total Expenses                                                241,599             400,050             795,448
                                                        ------------------  ------------------  ------------------

Other Income ( Expense)
   Interest Income                                                     993                   -                 993
   Interest Expense                                               (460,190)             (1,659)           (461,849)
                                                        ------------------  ------------------  ------------------

     Total Other Income (Expense)                                 (459,197)             (1,659)           (460,856)
                                                        ------------------  ------------------  ------------------

Net Income (Loss)                                       $         (700,796) $         (401,709) $       (1,256,304)
                                                        ==================  ==================  ==================

Income (Loss) per Common Share                          $           (0.01)  $                -
                                                        ==================  ==================

Weighted Average Shares Outstanding                             70,396,713         140,405,540
                                                        ==================  ==================
</TABLE>




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

                                      F - 4

<PAGE>



                              CALIBER ENERGY, INC.
                         (An Exploration State Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
      FOR THE PERIOD FROM NOVEMBER 6, 2002 (INCEPTION) TO DECEMBER 31, 2005

<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.
                         (An Exploration State Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
      FOR THE PERIOD FROM NOVEMBER 6, 2002 (INCEPTION) TO DECEMBER 31, 2005
                                   (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 canceled                         (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>




                                      F - 6

<PAGE>



                              CALIBER ENERGY, INC.
                         (An Exploration State Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
      FOR THE PERIOD FROM NOVEMBER 6, 2002 (INCEPTION) TO DECEMBER 31, 2005
                                   (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 2005 - Convertible
Beneficial conversion on
   Notes payable                                            -                   -           -             383,610                -

April 2005 - Shares returned to
  treasury and canceled                           (29,975,000) $           (2,997)          -               2,997                -

June 2005 - Convertible
Beneficial conversion on
   Notes payable                                            -                   -           -              57,905                -

Net Income (Loss)                                           -                   -           -                   -         (700,796)
                                           ------------------  ------------------  ----------   -----------------  ---------------

Balance at December 31, 2005                       62,595,000  $            6,260  $       10   $         586,495  $    (1,256,304)
                                           ==================  ==================  ==========   =================  ===============
</TABLE>


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

                                      F - 7

<PAGE>



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

<TABLE>
<CAPTION>
                                                                                                      Deficit
                                                                                                    Accumulated
                                                                                                       Since
                                                                                                    November 6,
                                                                                                        2002
                                                                   For the Year Ended               Inception of
                                                                      December 31,                  Development
                                                                2005                2004               Stage
                                                          -----------------  ------------------  ------------------
<S>                                                       <C>                <C>                 <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:

Net Loss                                                  $        (700,796) $         (401,709) $       (1,256,304)
Adjustments used to reconcile net loss to net
  cash provided by (used in) operating activities:
   Depreciation and Amortization                                          -                   -                 744
   Stock compensation                                                     -                   -             102,000
   Interest expense from beneficial conversion                      441,515                   -             441,515
   Common stock to be issued for mineral rights                           -              19,000              19,000
   Mineral rights expensed                                                -                   -              16,000
(Increase) decrease in prepaid expenses                              (3,425)                  -              (3,425)
(Increase) decrease in receivables                                  (40,998)                  -             (40,998)
(Increase) decrease in interest receivable                             (993)                  -                (993)
Increase (decrease) in accrued interest                              18,675               1,659              20,334
Increase (decrease) in accounts payable                               8,857             187,267             197,924
Increase (decrease) in accrued liabilities                          (44,974)             92,905              52,756
Increase (decrease) in contracts payable                                  -                   -              15,000
                                                          -----------------  ------------------  ------------------
Net cash used in operating activities                              (322,139)           (100,878)           (436,447)
                                                          -----------------  ------------------  ------------------

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

CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from convertible debentures                                361,923                   -             361,923
Proceeds from loans                                                       -              78,695              78,695
Proceeds from shareholder loan                                            -              22,835              22,835
Loans to related parties                                            (40,512)                  -             (40,512)
Proceeds on sale of common stock                                          -                   -              30,250
                                                          -----------------  ------------------  ------------------
Net Cash Provided by Financing  Activities                          321,411             101,530             453,191
                                                          -----------------  ------------------  ------------------
</TABLE>


                                      F - 8

<PAGE>


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


<TABLE>
<CAPTION>
                                                                                                      Deficit
                                                                                                    Accumulated
                                                                                                       Since
                                                                                                    November 6,
                                                                                                        2002
                                                                   For the Year Ended               Inception of
                                                                      December 31,                  Development
                                                                2005                2004               Stage
                                                          -----------------  ------------------  ------------------
<S>                                                       <C>                <C>                 <C>
Net Increase (Decrease) in
   Cash  and Cash Equivalents                                          (728)                652                   -
Cash and Cash Equivalents at
   Beginning of the Period                                              728                  76                   -
                                                          -----------------  ------------------  ------------------
Cash and Cash Equivalents at
   End of the Period                                      $               -  $              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 - 9

<PAGE>



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

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN

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

         The accompanying  consolidated  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 $700,796 for the year ended December 31, 2005, losses
of $401,709 for the year ended December 31, 2004, and losses of $1,256,304 since
inception.  The Company has not realized  economic  production  from its mineral
properties as of December 31, 2005. These factors raise  substantial doubt about
the Company's  ability to continue as a going concern.  Management  continues to
actively  seek  additional  sources  of  capital  to  fund  current  and  future
operations.  There  is no  assurance  that the  Company  will be  successful  in
continuing  to  raise  additional  capital,   establishing  probable  or  proven
reserves,  or determining if the mineral  properties can be mined  economically.
These financial statements do not include any adjustments that might result from
the outcome of these uncertainties.

Organization and Basis of Presentation

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















                                     F - 10

<PAGE>



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

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

Nature of Operations

         The Company is an  exploration  state oil and gas company.  The Company
also has  interests in mining and mineral  properties.  On November 21, 2002 the
Company  became  actively  engaged  in  acquiring  mineral  properties,  raising
capital, and preparing properties for production.

         The  Company  did  not  have  any  significant   mining  operations  or
activities  from  inception;  accordingly,  the  Company  is deemed to be in the
exploration  state.  For purposes of recording the Company's  mineral  claims in
Canada,  the  Company  acquired  New  Heights  Capital  Corporation  (a Canadian
corporation)  and transferred the claims listed in the following  paragraph into
the subsidiary in exchange for 100% of the subsidiary's outstanding stock.

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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




                                     F - 11

<PAGE>



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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         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.

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


                                     F - 12

<PAGE>



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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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.

Oil and Gas Properties

         The Company  follows the full cost method of accounting for its oil and
gas  operations  whereby all costs related to the  acquisition  of petroleum and
natural  gas  interests  are  capitalized.  Such  costs  include  land and lease
acquisition  costs,   annual  carrying  charges  of  non-producing   properties,
geological and geophysical costs, costs of drilling and equipping productive and
non- productive  wells, and direct  exploration  salaries and related  benefits.
Proceeds from the disposal of oil and gas properties are recorded as a reduction
of the related  capitalized  costs without  recognition of a gain or loss unless
the  disposal  would  result in a change of 20 percent or more in the  depletion
rate. The Company operates in one cost center, being Canada. To date the Company
has not established any proven recoverable reserves on its properties.

         Depletion and depreciation of the capitalized  costs are computed using
the unit-of-production  method based on the estimated proven reserves of oil and
gas determined by independent consultants.

         Estimated future removal and site  restoration  costs are provided over
the life of proven reserves on a unit-of-production  basis. Costs, which include
the  cost of  production  equipment  removal  and  environmental  clean-up,  are
estimated  each  period  by  management  based on  current  regulations,  costs,
technology and industry  standards.  The charge is included in the provision for
depletion and depreciation and the actual  restoration  expenditures are charged
to the accumulated provision amounts as incurred.

                                     F - 13

<PAGE>



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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         The Company applies a ceiling test to capitalized  costs to ensure that
such costs do not exceed estimated future net revenues from production of proven
reserves  at year end market  prices  less  future  production,  administrative,
financing,  site  restoration,  and  income  tax costs plus the lower of cost or
estimated  market  value  of  unproved  properties.  If  capitalized  costs  are
determined to exceed  estimated  future net  revenues,  a write-down of carrying
value is charged to depletion in the period.

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.

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.


                                     F - 14

<PAGE>



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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.  Diluted loss per common  share for the years ended  December 31, 2005 and
2004 are not presented as it would be  anti-dilutive.  At December 31, 2005, the
total number of potentially  dilutive  common stock  equivalents  was 4,837,870.
There are no dilutive outstanding common stock equivalents at December 31, 2004.

NOTE 3 - EXPLORATION STATE COMPANY/ GOING CONCERN

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

NOTE 4  -  AFFILIATES  AND  RELATED  PARTIES

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

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






                                     F - 15

<PAGE>



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

NOTE 4  -  AFFILIATES  AND  RELATED  PARTIES (continued)

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

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

         During  the  year  ended  December  31,  2005,  the  Company  made  two
short-term loans totaling $40,512 to two affiliated  companies.  The loans carry
an interest rate of 6% per annum. Interest income related to these loans of $993
has been recorded in the financial  statements at December 31, 2005. In February
2006, both of these loans were repaid.

NOTE 5 - NOTES PAYABLE

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

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

NOTE 6 -  INCOME  TAXES

         As  of  December  31,  2005,  the  Company  had a  net  operating  loss
carryforward for income tax reporting purposes of approximately  $1,257,000 that
may be offset against future taxable income through 2025. 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.

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.

                                     F - 16

<PAGE>



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

NOTE 7 - LONG-TERM DEBT (continued)

         The  contract  payment  schedule  calls  for  $13,500  to be paid  upon
delivery of a summary  geological  report and  transfer of property  title.  The
$13,500 was paid per the contract.  On February 28, 2003 a payment of $2,500 was
made per contract schedule.  Twelve months from the date of title  registration,
$2,500 becomes due with another $2,500 due twenty four months from such date. No
later than thirty six months from the date of  signature  on the  contract,  the
balance of payment is due for a total purchase price of $33,500.

NOTE 8 -  SHAREHOLDERS'  EQUITY

Preferred Stock

         The Company has authorized ten million (10,000,000) shares of preferred
stock with a par value of $.0001, none of which have been issued.

Common Stock

         The Company has authorized five hundred million (500,000,000) shares of
common stock with a par value of $.0001.

         On April 8, 2004,  180,000,000 shares were returned to the treasury and
cancelled.

         On July 23, 2004,  the Company did a 10 to 1 forward stock split of its
issued  and  outstanding  shares  of  common  stock  from  9,257,000  shares  to
92,570,000  shares. All references to common stock have been adjusted to reflect
the stock split.

         On April 6, 2005,  29,975,000  shares of common stock were  returned to
the treasury and cancelled.

Common Stock Subscribed and Issued for Cash

         During  December,  2002, the Company  undertook an offering exempt from
registration  pursuant to Section  4(2) of the  Securities  Act of 1933 to raise
$16,000 in the issuance of 32,000,000  shares of common stock for the purpose of
the acquisition and exploration of mining properties.  The Company's  management
considers this offering to be exempt under the Securities Act of 1933.

         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.



                                     F - 17

<PAGE>



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

NOTE 8 -  SHAREHOLDERS'  EQUITY (continued)

Common Stock to be Issued

         On July 26, 2004, the Company entered into a property option  agreement
with Louvicourt Gold Mines,  Inc. As part of this agreement,  the Company was to
issue 100,000 shares of common stock upon the execution of the agreement.  As of
December 31, 2005, the Company had expensed $19,000 in exploration costs related
to the 100,000 shares of common stock due upon  execution of the agreement.  The
shares were valued at $.19 per share and as of December 31,  2005,  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 the 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 - 18

<PAGE>



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








                                     F - 19

<PAGE>



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

NOTE 9 - MINERAL RIGHTS (continued)

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

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

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

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




                                     F - 20

<PAGE>



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

NOTE 10 -  COMMITMENTS  AND  CONTINGENCIES

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

         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.

         Pursuant  to  consulting  agreements  dated June 1, 2004,  the  Company
agreed to pay $2,500 per month to the CFO and director of the Company and $5,000
per month to the President and director of the Company. Pursuant to a consulting
agreement  dated April 23, 2004,  the Company  agreed to pay $400 per month to a
director.

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

NOTE 11 - CONVERTIBLE DEBENTURES

         On March 9, 2005, the Company executed three Convertible Debentures for
up to $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.

         On March 9, 2005, the Company sold $383,610 of convertible  debentures.
On that date the fair market value of the stock was $.20.  Since the fair market
value of the stock was greater than the  conversion  price of $.10,  the Company
has recognized interest expense of $383,610.

         On June 1, 2005, the Company sold $50,000 of convertible debentures. On
that date the fair  market  value of the stock was $.18.  Since the fair  market
value of the stock was greater than the  conversion  price of $.10,  the Company
has recognized interest expense of $40,000.

         On June 10, 2005, the Company sold $29,842 of  convertible  debentures.
On that date the fair value of the stock was $.16.  Since the fair market  value
of the stock was  greater  than the  conversion  price of $.10,  the Company has
recognized interest expense of $17,905.

                                     F - 21

<PAGE>


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

NOTE 11 - CONVERTIBLE DEBENTURES (continued)

         As of  December  31,  2005,  the  Company  had  received  approximately
$463,453  from the  convertible  debentures.  As of December 31,  2005,  accrued
interest on convertible debentures was $20,334.

NOTE 12 - OIL AND GAS PROPERTIES

         On March 28, 2005,  the Company  entered into an agreement  with Salida
Capital,  Inc.  (Salida)  whereby  the  Company  will be  entitled to 49% of the
benefits and interests earned by Salida, pursuant to an agreement between Salida
and Vega  Resources,  Ltd.  (Vega),  on  certain  lands  known  as the  Bolloque
Prospect,  located in the  Province  of  Alberta.  To earn the  interest  in the
Bolloque  Prospect,  the Company shall be required to assume the  obligations of
Salida  pursuant to Salida's  agreement  with Vega,  including the drilling of a
test well, and the drilling of two additional  option wells.  If all three wells
are not drilled and completed,  or capped and abandoned, as the case may be, the
Company  will earn no interest in the Bolloque  Prospect.  During the year ended
December 31, 2005, the Company paid $40,998 towards the drilling of wells. These
costs had been capitalized.  However, the Company was unable to advance the full
funds for the Test-Well,  and was in default pursuant to the original agreement.
On August 26, 2005,  the Company and Salida  agreed that Salida would  reimburse
the Company the full amount of its investment in the Test-Well. In consideration
for the  advancement of funds paid,  Salida will grant the Company a 10% carried
interest in the section of lands earned by Salida  under the Vega  Participation
Agreement by virtue of the  completion of the  Test-Well.  At December 31, 2005,
the capitalized  cost of the investment in oil and gas properties of $40,998 has
been  reclassified as a receivable.  On March 3, 2006, the Company received this
payment from Salida.



                                     F - 22

<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 29, 2006                       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 29th day of March 2006.

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)


















                                       21