UNITED STATES




SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549




FORM 10-Q




(Mark One)




[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.


For the quarterly period ended February 28, 2006


[   ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.


For the transition period from _______ to ______




Commission file number: 0-29392




CALAIS RESOURCES INC.


(Exact name of registrant as specified in its charter)


British Columbia

(State or other jurisdiction of

incorporation or organization)

98-0434111

(IRS Employer

Identification No.)4415 Caribou Road P.O. Box 653

Nederland, Colorado

(Address of principal executive offices)

80466-0653

(Zip Code)




Registrant’s telephone number, including area code: (303) 258-3806






Not applicable


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





Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [ ]  No [ X]





Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes[  ]  No [  ] (not required)





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


Large accelerated filer [  ]  Accelerated filer [  ]   Non-accelerated filer [  ]  Smaller reporting company [X]





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).


Yes [  ]  No [X]




As of July 13, 2011 the registrant had 151,684,754 shares of common stock outstanding.




1


TABLE OF CONTENTS





PagePart I – Financial Information
3Part II – Other InformationItem 1. Legal Proceedings
3Item 1A. Risk Factors
5Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
5Item 3.  Defaults Upon Senior Securities
5Item 4. (Removed and Reserved)
5Item 5. Other Information
5Item 6. Exhibits
5Signatures
6

















2





PART I – FINANCIAL INFORMATION





Pursuant to Rule 13a-13(c)(2), we have omitted Part I of this quarterly report on Form 10-Q.




PART II – OTHER INFORMATION




ITEM 1.  LEGAL PROCEEDINGS.




Other than discussed below, as of July 13, 2011, we are not involved as a plaintiff or defendant in any active, pending or (to our knowledge) threatened, legal proceedings which would be material to our operations. Also, except as described below, we are not aware of any material legal proceedings to which any director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of our common stock, or any associate of any such director, officer, affiliate of the Company or security holder is a party adverse to the Company or any of our subsidiaries or has a material interest adverse to the Company or our subsidiaries.





On March 8, 2004, we entered into an agreement with Marlowe Harvey, his wife Judy Harvey, and several related entities by which Calais and Mr. and Mrs. Harvey resolved a number of issues that had arisen between them. Under the agreement,





·
Mr. Harvey and Calais agreed on a more precise definition of Calais’ right (which expires August 31, 2011) to repurchase the interest of AAI in the Caribou properties, including the price payable for the reacquisition (a total of Cdn$747,728) and AAI’s right to convert that debenture before it is paid;




·
Further defining Calais’ right to borrow against, enter in and upon those properties, construct buildings and mines on those properties, and remove and sell minerals from those properties for Calais’ own account;




·
Mr. Harvey and his related entities agreed to assign their interests in the Manhattan prospect to Calais and completed this assignment in July 2004.  In addition, Mr. Harvey and his related entities also agreed to convey to Calais (not later than December 31, 2005) the entire right, title and interest in the Manhattan prospect from all parties (“marketable title”).  To our knowledge, Mr. Harvey and his related entities have not commenced the work necessary to obtain marketable title.  Upon receipt of marketable title, Calais agreed to pay one of Mr. Harvey’s related entities 250,000 shares of Calais restricted stock.  Calais agreed to undertake certain drilling obligations after receiving good title, and to issue 2,500,000 shares of common stock to Argus Resources, Inc., one of Mr. Harvey’s related entities, if Calais identifies gold or gold equivalent mineral resources (as determined in accordance with Canadian standards) exceeding 2,000,000 ounces.




·
Mr. Harvey and his related entities agreed to comply with their shareholder filing obligations in the United States and Canada (if any) not later than April 30, 2004.




·
Mr. Harvey also agreed to return a stock option agreement to Calais which evidenced the option to acquire 82,500 shares of Calais common stock granted to him in November 2002. That option expired on November 15, 2004, and had an exercise price of US$0.80 per share. Mr. Harvey did not comply with this obligation.




·
Calais agreed to propose to its shareholders at its next shareholder meeting that the conversion price of the debentures be repriced from Cdn$1.23 to US$0.55.  This proposal was defeated by the shareholder vote held at the shareholder meeting on November 10, 2004.




·
Calais agreed to retain Mr. Harvey as a consultant for one year at US $3,000 per month. Mr. Harvey resigned as a consultant as of June 1, 2004.





To facilitate the settlement, Thomas S. Hendricks agreed to transfer to Mr. Harvey a debenture for Cdn $984,000 that Mrs. Harvey had assigned to him in 2000.  Mr. Hendricks executed the assignment of this debenture and delivered both the original debenture and the assignment to Calais to hold pending Mrs. Harvey’s acceptance of that debenture in a manner that complies with applicable securities laws.  To date, Mrs. Harvey has refused to return to Calais documents that Calais believes is necessary to show compliance with securities laws, and Mrs. Harvey has not proposed any alternative procedure.  Consequently, the debenture is still registered in Mr. Hendricks’ name and





3





will remain so registered until Mrs. Harvey provides Calais with sufficient evidence of compliance with applicable securities laws.





In addition, Calais, Mr. Harvey, and his related entities entered into mutual releases. Calais has previously announced that it does not intend to expend any significant exploration dollars on the Manhattan prospect until such time as it has received further assurances as to title.





At the present time, we have no evidence that Mr. Harvey or his related entities have complied with their obligations under the settlement agreement (other than tendering certain assignments to Calais of certain portions of the Manhattan project), or that they have commenced doing the work necessary to deliver marketable title to the Manhattan project, both as required by the settlement agreement.





Subsequent to August 31, 2010, on December 15, 2010, the Company entered into a Settlement Agreements with AAI and Mrs. Harvey for said debentures wherein the parties agreed that Ms. Harvey would accept as full payment for her two debentures totaling $2,988,257, for cash of $149,368 in cash and a total of 8,890,638 shares of our restricted common stock.   The cash was paid on December 15, 2010 and the shares were issued on December 20, 2010 to an escrow agent to hold the shares until the Cease Trade Order in British Columbia has been revoked.





Further, under the December 15, 2010 settlement, Argus accepted as full payment for its debenture (originally totaling $220,723) 659,730 shares of our restricted common shares. These shares were issued on December 20, 2010.




Nevada Environmental Issues




We have been approached by the State of Nevada, Division of Minerals (“Nevada Division of Minerals”), with regard to the need for safeguarding and public notification of several dozen mine openings in the area of our properties in Nevada and are working with the Nevada Division of Minerals to set forth a plan of remediation.  Management’s current cost estimates for this remediation are in the range of $25,000 - $35,000.




In addition, we have been contacted by the United States Forest Service (“USFS”) with regard to the potential need for environmental remediation related to exploration activities that took place on federal lands within our mining claims.  Management’s preliminary estimates indicate that costs are not expected to exceed $15,000 with respect to this remediation.




We have recorded an environmental remediation liability of $50,000, which management believes is the most likely cost outcome for these activities.  This environmental remediation liability is an estimate and it is reasonably possible that this estimate could change in the near term or that costs to remediate these claims could exceed management’s estimates.  Management intends to undertake a program to rectify these issues during the summer months of 2011.





Securities and Exchange Commission Proceedings




The United States Securities and Exchange Commission issued an order suspending trading in the Company’s common stock for the period from February 24, 2011 through March 9, 2011 because we have been delinquent in the filing of periodic reports since 2004.  Also on February 24, 2011, the SEC issued an order instituting public administrative proceedings against the Company pursuant to Section 12(j) of the Securities Exchange Act of 1934 (the “Exchange Act”) to suspend for a period not exceeding twelve months or revoke the registration of our common stock under Section 12 of the Exchange Act.  A copy of the SEC’s order is publicly available at www.sec.gov under Litigation – Administrative Proceedings.  A pre-hearing conference was held on March 29, 2011 with an administrative law judge from the Securities and Exchange Commission.  Conferences were also held on May 10, 2011 and June 24, 2011.  The judge has ordered a fourth conference for July 18, 2011 to determine whether it will be possible for the Company to bring its periodic filings with the SEC current before the judge must issue an initial decision.






4


ITEM 1A. RISK FACTORS.




Not required for smaller reporting companies.




ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.




During the period covered by this report, we sold equity securities of the Company that were not registered under the Securities Act of 1933 as follows:




WarrantsDate of

Sale
Name of Purchaser
Title of Securities
Shares of

Stock
Number of Warrants
Exercise

Price ($)
Expiration

Date
Consideration ($)02/06
1 accredited investor
Units (a)
1,500,000
1,500,000
0.25
02/06/08
300,000
(b)




(a)
Each Unit consisting of one share of common stock and one warrant to purchase one share of common stock


(b)
Issued for cash consideration





We relied upon the exemption from registration contained in Section 4(2) of the Securities Act, as this person was deemed to be sophisticated with respect to the investment in the securities due to his financial condition and involvement in our business and had access to the kind of information which registration would disclose.




ITEM 3. DEFAULTS UPON SENIOR SECURITIES.




None.




ITEM 4. (REMOVED AND RESERVED)




ITEM 5. OTHER INFORMATION.




None.




ITEM 6. EXHIBITS.




Exhibit Number

Description31

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.32

Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act.












5














SIGNATURES






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




CALAIS RESOURCES INC.July 13, 2011
By:
/s/ David K. YoungDavid K. YoungPresident, Chief Operating Officerand Acting Chief Financial Officer