(Mark One)
For the quarterly period endedAugust 31, 2009
¨Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934
For the transition period ________ to ________
COMMISSION FILE NUMBER
[X] | QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2010 | |
OR | |
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Not Applicable
State or other jurisdiction of incorporation or organization)
ITEM
The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-QFinancial Statements
As used in this Quarterly Report, the terms "we", "us", "our", the “Company” and “Calibert” mean Calibert Explorations Ltd. and its subsidiaries unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.
Financial Statements F-4
(An Exploration Stage Company) | ||||||||
CONSOLIDATED BALANCE SHEETS | ||||||||
February 28, | November 30, | |||||||
2010 | 2009 | |||||||
Unaudited | Audited | |||||||
ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
Cash | 3,708 | $ | 3,708 | |||||
TOTAL CURRENT ASSETS | 3,708 | 3,708 | ||||||
TOTAL ASSETS | $ | 3,708 | $ | 3,708 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||
Accounts payable and accrued expenses | 5,000 | $ | 14,750 | |||||
Loan Payable | 14,693 | - | ||||||
CURRENT LIABILITIES: | 19,693 | 14,750 | ||||||
COMMITMENTS AND CONTINGENCIES | ||||||||
SHAREHOLDERS' EQUITY: | ||||||||
Common Stock, $0.001 par value 200,000,000 shares | ||||||||
authorized and 5,160,000 shares issued and outstanding | ||||||||
as of February 28, 2010 and November 30, 2009 | 5,160 | 5,160 | ||||||
Paid in capital | 63,572 | 63,572 | ||||||
Deficit accumulated during the exploration stage | (84,717 | ) | (79,774 | ) | ||||
TOTAL SHAREHOLDERS' (DEFICIENCY) EQUITY | (15,985 | ) | (11,042 | ) | ||||
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIENCY) EQUITY | 3,708 | 3,708 | ||||||
CALIBERT EXPLORATIONS LTD | ||||||||||||
(An Exploration Stage Company) | ||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||
For the Period | ||||||||||||
For the three | For the three | from February 21, | ||||||||||
months ended | months ended | 2007 (inception) to | ||||||||||
February 28, 2010 | February 28, 2009 | February 28, 2010 | ||||||||||
REVENUES | $ | - | $ | - | $ | - | ||||||
Cost of operations | - | - | - | |||||||||
GROSS PROFIT | - | - | - | |||||||||
OPERATING EXPENSES | ||||||||||||
General and administrative expenses | 4,943 | 3,875 | 84,717 | |||||||||
Total operating expenses | 4,943 | 3,875 | 84,717 | |||||||||
Loss from continuing operations | ||||||||||||
before provision for income taxes | (4,943 | ) | (3,875 | ) | 84,717 | |||||||
Provision for income taxes | - | - | - | |||||||||
NET LOSS | $ | (4,943 | ) | $ | (3,875 | ) | $ | (84,717 | ) | |||
Weighted average common shares outstanding - basic and diluted | 5,160,000 | 5,160,000 | 5,160,000 | |||||||||
Net loss per share-basic and diluted | $ | (0.00 | ) | $ | 0.00 | $ | (0.01 | ) |
2
CALIBERT EXPLORATIONS LTD | |||
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(An Exploration Stage Company) | |||
CONSOLIDATED | |||
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| August 31, | November 30, |
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| 2009 | 2008 |
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| Unaudited | Audited |
ASSETS | |||||||||
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CURRENT ASSETS: |
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| Cash |
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| 5,708 | $ 17,233 | |
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| TOTAL CURRENT ASSETS |
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| 5,708 | 17,233 | ||
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| TOTAL ASSETS |
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| $ 5,708 | $ 17,233 | |
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LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | |||||||||
| Accounts payable and accrued expenses |
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| $ 7,250 | $ 7,500 | |||
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TOTAL CURRENT LIABILITIES: |
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| 7,250 | 7,500 | |||
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COMMITMENTS AND CONTINGENCIES |
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SHAREHOLDERS' (DEFICIT) EQUITY: |
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| Common Stock, $0.001 par value 75,000,000 shares |
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| authorized and 5,160,000 shares issued and outstanding |
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| as of August 31, 2009 and November 30, 2008 |
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| 5,160 | 5,160 | |||
| Paid in capital |
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| 63,572 | 63,572 | |
| Deficit accumulated during the exploration stage |
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| (70,274) | (58,999) | |||
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| TOTAL SHAREHOLDERS' EQUITY (DEFICIT) |
| (1,542) | 9,733 | ||||
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| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | $ 5,708 | $ 17,233 | |||||
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F-1
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| For the Period |
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| For the three | For the three | For the nine | For the nine | from February 21, |
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| months ended | months ended | months ended | months ended | 2007 (inception) to |
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| August 31, 2009 | August 31, 2008 | August 31, 2009 | August 31, 2008 | August 31, 2009 |
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REVENUES |
| $ - | $ - | $ - | $ - | $ - | ||
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Cost of operations |
| - | - | - | - | - | ||
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GROSS PROFIT |
| - | - | - | - | - | ||
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OPERATING EXPENSES |
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| General and administrative expenses | 500 | 16,629 | 11,275 | 29,129 | 70,274 | ||
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| Total operating expenses | 500 | 16,629 | 11,275 | 29,129 | 70,274 | |
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Loss from continuing operations |
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| before provision for income taxes | (500) | (16,629) | (11,275) | (29,129) | (70,274) | ||
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Provision for income taxes | - | - | - | - | - | |||
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NET LOSS |
| $ (500) | $ (16,629) | (11,275) | (29,129) | $ (70,274) | ||
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Weighted average common shares outstanding - basic and diluted | 5,160,000 | - | 5,160,000 | - | 5,160,000 | |||
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Net loss per share-basic and diluted | $ (0.00) | $ - | (0.00) | $ - | $ (0.01) | |||
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F-2
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For the Period | ||||||||||||
For the three months | For the three months | from February 21 | ||||||||||
ended | ended | 2007 (inception) to | ||||||||||
February 28, 2010 | February 28, 2009 | February 28, 2010 | ||||||||||
CASH FLOW FROM OPERATING ACTIVITIES: | ||||||||||||
Net loss | $ | (4,943 | ) | $ | (3,875 | ) | $ | ( 84,717 | ) | |||
Changes in current assets and liabilities: | ||||||||||||
Accrued expenses | (9,750 | ) | 2,500 | 5,000 | ||||||||
NET CASH USED IN OPERATING ACTIVITIES | (14,693 | ) | (1,375 | ) | (79,177 | ) | ||||||
CASH FLOW FROM FINANCING ACTIVITIES: | ||||||||||||
Subscriptions received from investor | - | - | 68,732 | |||||||||
Proceeds from Loan | 14,693 | - | 14,693 | |||||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 14,693 | - | 83,425 | |||||||||
Increase (Decrease) in Cash and Cash Equivalents | - | (1,375 | ) | 3,708 | ||||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 3,708 | 17,233 | - | |||||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 3,708 | $ | 15,858 | $ | 3,708 | ||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||||||
Cash paid for interest | $ | - | $ | - | $ | - | ||||||
Cash paid for income taxes | $ | - | $ | - | $ | - |
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| For the Period |
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| For the nine months | For the nine months | from February 21 |
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| ended | ended | 2007 (inception) to |
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| August 31, 2009 | August 31, 2008 | August 31, 2009 |
CASH FLOW FROM OPERATING ACTIVITIES: |
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| Net loss |
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| $ (11,275) | $ (29,129) | $ (70,274) | |
| Changes in current assets and liabilities: |
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| Accrued expenses |
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| (250) | (1,750) | 7,250 | |
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NET CASH USED IN OPERATING ACTIVITIES |
| (11,525) | (30,879) | (63,024) | ||||
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CASH FLOW FROM FINANCING ACTIVITIES: |
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| Subscriptions received from investor |
| - | - | 68,732 | |||
NET CASH PROVIDED BY FINANCING ACTIVITIES | - | - | 68,732 | |||||
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Increase (Decrease) in Cash and Cash Equivalents |
| (11,525) | (30,879) | 5,708 | ||||
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CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 17,233 | 51,501 | - | |||||
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CASH AND CASH EQUIVALENTS, END OF PERIOD | $ 5,708 | $ 20,622 | $ 5,708 | |||||
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
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| Cash paid for interest |
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| $ - | $ - | $ - | ||
| Cash paid for income taxes |
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| $ - | $ - | $ - | ||
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F-3
through August 31, 2009
interim financial statements be read in conjunction with the Company’s audited November 30, 20082009 annual financial statements.
Operating results for the six months ended August 31, 2009 are not necessarily indicative of the results that can be expected for the year ended November 30, 2009
F-4
through August 31, 2009
Enterprises”.
F-5
CALIBERT EXPLORATIONS, LTD.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the period of February 21, 2007 (Inception)
through August 31, 2009
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
February 28, 2010.
Mineral Property Costs
Mineral property acquisition, exploration and development costs are expenses as incurred until such time as economic reserves are quantified. From that time forward, the Company will capitalize all costs to the extent that future cash flows from mineral resources equal or exceed the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. Costs related to site restoration programs will be accrued over the life of the project. To date, the Company has not established any proven reserves on its mineral properties.
Translation”.
F-6
CALIBERT EXPLORATIONS, LTD.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the period of February 21, 2007 (Inception)
through August 31, 2009
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
February 28, 2010.
February 28, 2010.
Stock-Based Compensation
The Company accounts for stock options issued to employees in accordance with the provisions of Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. As such, compensation cost is measured on the date of grant as the excess of current market price of the underlying stock over the exercise price. Such compensation amounts are amortized over the respective vesting periods of the option grant. The Company adopted the disclosure provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” and SFAS No. 148, “Accounting for Stock Based Compensation – Transition and Disclosure,’ which allows entities to provide pr forma net income (loss) and pro forma earnings (loss) per share disclosures for employee stock option grants as if the fair-valued based method defined in SFAS No. 123 has been applied.
The Company accounts for stock options or warrants issued to non-employees for goods or services in accordance with the fair value method of SFAS 123. Under this method, the
F-7
through August 31, 2009
28, 2010
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Company records an expense equal to the fair value of the options or warrants issued. The fair value is computed using an options pricing model.
SFAS No. 107, “Disclosures about Fair
SFAS No. 130,
F-8
through August 31, 2009
NOTE28, 2010.
non-derivative assets primarily comprise investments in certain corporate bonds. We value these corporate bonds using internally developed valuation models, inputs to which include interest rate curves, credit spreads, stock prices, and volatilities. Unobservable inputs used in these models are significant to the fair values of the investments. We have no Level 3 instruments as of February 28, 2010.
Fair Value Measurements
Accounting for Uncertainty in Income Taxes
In July 2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109" (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing the recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The cumulative effects, if any, of applying FIN 48 will be recorded as an adjustment to retained earnings as of the beginning of the period of adoption. FIN 48 is effective for fiscal years beginningor after December 15, 2006,2009, and the Company adopted it in the first quarter of fiscal year 2007.
How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement
In June 2006, the FASB ratified Emerging Issues Task Force (EITF) Issue No. 06−3 (EITF 06-3), “How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation).” EITF 06−3 applies to any tax assessed by a governmental authority that is directly imposedshould be applied on a revenue producing transaction between a seller and a customer.
F-9
CALIBERT EXPLORATIONS, LTD.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the period of February 21, 2007 (Inception)
through August 31, 2009
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
EITF 06−3 allows companies to present taxes either gross within revenue and expense or net. If taxes subject to this issue are significant, a companyretrospective basis. Early adoption is required to disclose its accounting policy for presenting taxes and the amount of such taxes that are recognized on a gross basis. EITF 06−3 was adopted during the first quarter of fiscal year 2008. Since the Company has not produced any revenue, no taxes have been collected.
Accounting for Rental Costs Incurred during a Construction Period
In September 2006, the FASB issued FASB Staff Position No. FAS 13-1 (As Amended), “Accounting for Rental Costs Incurred during a Construction Period” (FAS 13-1). This position requires a company to recognize as rental expense the rental costs associated with a ground or building operating lease during a construction period, except for costs associated with projects accounted for under SFAS No. 67, “Accounting for Costs and Initial Rental Operations of Real Estate Projects.” FAS 13-1 is effective for reporting periods beginning after December 15, 2005 and was adopted by the Company in the first quarter of fiscal year 2007.permitted. The Company’s adoption of FAS 13-1 didthis standard is not affect its consolidated results of operations and financial position.
Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements
In September 2006, the SEC issued Staff Accounting Bulletin (SAB) No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements" (SAB 108). SAB 108 provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. SAB 108 establishes an approach that requires quantification of financial statement errors based on the effects of each on a company's balance sheet and statement of operations and the related financial statement disclosures. Early application of the guidance in SAB 108 is encouraged in any report for an interim period of the first fiscal year ending after November 15, 2006, and was adopted by the Company since its inception. The Company does not expect the adoption of SAB 108expected to have a material impact (any impact) on its consolidated results of operations and fina ncial condition.
F10
CALIBERT EXPLORATIONS, LTD.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the period of February 21, 2007 (Inception)
through August 31, 2009
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FAS 123(R)-5
FSP FAS 123(R)-5 was issued on October 10, 2006. The FSP provides that instruments that were originally issued as employee compensation and then modified, and that modification is made to the terms of the instrument solely to reflect an equity restructuring that occurs when the holders are no longer employees, then no change in the recognition or the measurement (due to a change in classification) of those instruments will result if both of the following conditions are met: (a). There is no increase in fair value of the award (or the ratio of intrinsic value to the exercise price of the award is preserved, that is, the holder is made whole), or the antidilution
provision is not added to the terms of the award in contemplation of an equity restructuring; and (b). All holders of the same class of equity instruments (for example, stock options) are treated in the same manner. The provisions in this FSP shall be applied in the first reporting period beginning after October 10, 2006, which is the date posted to the FASB website. The Company does not expect the adoption of FSP FAS 123(R)-5 to have a material impact on its consolidated results of operations and financial condition.
Fair Value Option for Financial Assets and Financial Liabilities
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of SFAS No. 115” (SFAS No. 159), which becomes effective for the Company on February 1, 2008, permits companies to choose to measure many financial instruments and certain other items at fair value and report unrealized gains and losses in earnings. Such accounting is optional and is generally to be applied instrument by instrument. The Company does not anticipate that the election of this fair-value option will have a material effect on its consolidated financial condition, results of operations, cash flows or disclosures.
Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities
In June 2008, the FASB issued FSP Emerging Issues Task Force (“EITF”) Issue No. 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” The FSP addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. The FSP affects entities that accrue dividends on share-based payment awards during the awards’ service period when the dividends do not need to be returned if the employees forfeit the award. This FSP is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of FSP EITF 03-6-1 on its consolidatedCompany’ ;s (consolidated) financial position and results of operations.
F11
CALIBERT EXPLORATIONS, LTD.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the period of February 21, 2007 (Inception)
through August 31, 2009
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an entity's Own Stock
In June 2008, the FASB ratified EITF Issue No. 07-5, "Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an Entity's Own Stock" (EITF 07-5). EITF 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions. It also clarifies on the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the evaluation. EITF 07-5 is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of EITF 07-5 on its consolidated financial position and results of operations.
Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60
In May 2008, the FASB issued SFAS 163, “Accounting for Financial Guarantee Insurance Contracts – an interpretation of FASB Statement No. 60”. This statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. SFAS 163 also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities to increase comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for some disclosures about the insurance enterprise’s risk-managemen t activities of the insurance enterprise are effective for the first period (including interim periods) beginning after issuance of SFAS 163. Except for those disclosures, earlier application is not permitted.
Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)
In May 2008, the FASB issued FSP Accounting Principles Board (“APB”) Opinion No. 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement).” The FSP clarifies the accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion. The FSP requires issuers to account separately for the liability and equity components of certain convertible debt instruments in a manner that reflects the issuer's nonconvertible debt (unsecured debt) borrowing rate when interest cost is recognized. The FSP requires bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in our consolidated statement of operations. The FSP requires retrospective applicatio n to the terms of instruments as they existed for all periods presented. The FSP is effective for fiscal years beginning after December 15, 2008 and early adoption is not permitted. The Company currently has no convertible debt and does not expect that its adoption of FSP APB 14-1 will have a material impact upon its consolidated financial statements.
F12
CALIBERT EXPLORATIONS, LTD.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the period of February 21, 2007 (Inception)
through August 31, 2009
The Hierarchy of Generally Accepted Accounting Principles
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" (FAS No.162). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements. SFAS No. 162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles". The implementation of this standard willASU did not have a material impact on the Company'sCompany’s consolidated financial positionstatements; however, it may affect any future stock distributions.
Determinationa Subsidiary—a Scope Clarification,” as codified in ASC 810, “Consolidation.” ASU No. 2010-02 applies retrospectively to April 1, 2009, our adoption date for ASC 810-10-65-1 as previously discussed in this financial note. This ASU clarifies the applicable scope of the Useful LifeASC 810 for a decrease in ownership in a subsidiary or an exchange of Intangible Assets
In April 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Positiona group of assets that is a business or nonprofit activity. The ASU also requires expanded disclosures. The amendments in this Update are effective for interim and annual periods ending on Financial Accounting Standard (“FSP FAS”) No. 142-3, “Determination of the Useful Life of Intangible Assets”, which amends the factors thator after December 15, 2009, and should be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under SFAS No. 142 “Goodwill and Other Intangible Assets”.applied on a retrospective basis. Early adoption is permitted. The intentadoption of this FSPstandard is not expect ed to improve the consistency between the useful life ofhave a recognized intangible asset under SFAS No. 142 and the period of the expected cash flows used to measure the fair value of the asset under SFAS No. 141 (revised 2007) “Business Combinations” and other U.S. generally accepted accounting principles. The Company is currently evaluating the potentialany impact of FSP FAS No. 142-3 on its consolidated financial statement s.
Disclosure about Derivative Instruments and Hedging Activities
In March 2008, the FASB issued SFAS No. 161,“Disclosure about Derivative Instruments and Hedging Activities, an amendment of SFAS No. 133”, (SFAS 161). This statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. The Company is required to adopt SFAS No. 161 on January 1, 2009. The Company is currently evaluating the potential impact of SFAS No. 161 on the Company’s consolidated financial statements.
Delay in Effective Date
In February 2008, the FASB issued FSP FAS No. 157-2, “Effective Date of FASB Statement No. 157”. This FSP delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value on a recurring
F13
through August 31, 2009
basis (at least annually) to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The impact of adoption is not expected to be material to the Company’s consolidated financial condition or results of operations.
Business Combinations
In December 2007, the FASB issued SFAS No. 141(R) “Business Combinations” (SFAS 141(R)). This Statement replaces the original SFAS No. 141. This Statement retains the fundamental requirements in SFAS No. 141 that the acquisition method of accounting (which SFAS No. 141 called thepurchase method) be used for all business combinations and for an acquirer to be identified for each business combination. The objective of SFAS No. 141(R) is to improve the relevance, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. To accomplish that, SFAS No. 141(R) establishes principles and requirements for how the acquirer:
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Recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree.
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Recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase.
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Determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.
This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008 and may not be applied before that date.The Company is unable at this time to determine the effect that its adoption of SFAS No. 141(R) will have on its consolidated results of operations and financial condition.
Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51
In December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51” (SFAS No. 160). This Statement amends the original Accounting Review Board (ARB) No. 51 “Consolidated Financial Statements” to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This Statement is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008 and may not be applied before that date. The Company is unable at this time to determine the effect that its adoption of SFAS No. 160 w ill have on its consolidated results of operations and financial condition.
F13
CALIBERT EXPLORATIONS, LTD.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the period of February 21, 2007 (Inception)
through August 31, 2009
Fair Value Option for Financial Assets and Financial Liabilities
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of SFAS No. 115” (SFAS No. 159), which becomes effective for the Company on February 1, 2008, permits companies to choose to measure many financial instruments and certain other items at fair value and report unrealized gains and losses in earnings. Such accounting is optional and is generally to be applied instrument by instrument. The Company does not anticipate that the election of this fair-value option will have a material effect on its consolidated financial condition, results of operations, cash flows or disclosures.
Accounting Changes and Error Corrections
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections" (SFAS No. 154), which replaces Accounting Principles Board (APB) Opinion No. 20, "Accounting Changes," and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements - An Amendment of APB Opinion No. 28”. SFAS No. 154 provides guidance on the accounting for and reporting of accounting changes and error corrections, and it establishes retrospective application, or the latest practicable date, as the required method for reporting a change in accounting principle and the reporting of a correction of an error. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company adopted SFAS No. 154 in the first quarter of fiscal year 2007 and does not expect it to have a material impact on its consolidated results of operations and financial condition.
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Ended February 28, | ||||||||
2010 | 2009 | |||||||
Numerator: | ||||||||
Continuing operations: | ||||||||
Income from continuing operations | $ | ( 4,943 | ) | $ | ( 3,875 | ) | ||
Effect of dilutive convertible debt | -- | -- | ||||||
Total | $ | ( 4,943 | ) | $ | ( 3,875 | ) | ||
Discontinued operations | ||||||||
Loss from discontinued operations | -- | -- | ||||||
Net income (loss) | $ | ( 4,943 | ) | $ | ( 3,875 | ) | ||
Denominator: | ||||||||
Weighted average number of shares outstanding – basic and diluted | 5,160,000 | 5,160,000 |
Cautionary Statement Regarding Forward-Looking Statements
Certain
Overview
We are an exploration stage company engagedacquire a 100% interest in the acquisition and exploration of mineral properties. We acquired a 100% undivided interest in four mineralCalibert Property mining claims known as the Calibert property located in theDrouet and Gradis townships in the Chibougameau Mining District, Quebec,
Our plan of operation Canada, in consideration for $9,000 CAD The claim is to conduct mineral exploration activities onregistered in the Calibert Property in order to assess whether they possess commercially exploitable mineral deposits of gold and silver. We have not earned any revenues to date. We do not anticipate earning revenues until such time as we enter into commercial productionname of our mineral properties. wholly owned subsidiary Calibert Exploration Ltd., a Quebec corporation.
Acquisition of the Calibert Property
We purchased the Calibert Property in an arms-length transactionmining claim can be determined.
Current State of Exploration
We have not commenced Phase 1 of our exploration program ofhad insufficient funds to meet the work requirements in order to retain its claim to the Calibert Property. As a result the Company was unable to retain the Claims on the Calibert Property and is currently seeking other sources of financing and opportunities to further operations.
, 3
PLAN OF OPERATION
Our plan of operation is to conduct mineral exploration activities on the Calibert Property in order to assess whether the claims possess commercially exploitable mineral deposits. Our exploration program is designed to explore for commercially viable deposits of gold, silver and copper. We have not, nor has any predecessor, identified any commercially exploitable reserves of these minerals on our mineral claims.
mining claim. We do not have sufficient cash on handenough funds to paycommence our exploration program which we would plan to start in the costssummer of 2010.
1. | As of August 19, 2009 the Company had insufficient funds to meet the work requirements in order to retain its claim to the property. As a result the Company was unable to retain the Claims on the Calibert Property and is currently seeking other business opportunities. In order to keep the claim in good standing we must perform and register exploration work with the province of Quebec of at least CDN$25,200 on our mining claim as recommended by our consulting Mining Engineer, we plan to conduct the first phase of our four phase exploration program starting in July or August, 2010. This Phase One exploration program is expected to cost approximately $13,000. A Geologist and assistant will cover the property mapping and taking rock samples then ship to a laboratory for assay. |
2. | The results obtained during the Phase One exploration program will be assembled, interpreted and we will review the results. |
3. | With respect to our Phase Two program, our consulting geologist has indicated that we should budget approximately $29,000 for our Phase Two program. Our Phase two program is scheduled to proceed Between May 1, 2011 and July 31, 2011 A field crew will mobilize onto our claims, survey the claims and perform stripping, trenching, additional mapping and sampling (both soil And rock) and then demobilize from the area. |
4. | In the case of our Phase Two program, the results obtained during the Phase Two program will be assembled, interpreted and we will review the results of the Phase Two program. We will then engage our consulting geologist to interpret the results of Phase Two and develop a summary report. |
5. | If the Phase three program were to proceed, our consulting mining engineer has indicated that we should budget approximately $140,000 for our Phase three program. If we proceed with a Phase Three program we would do so between August 1, 2011 and October31, 2011 A field crew will mobilize onto our claim and perform a significant amount of line cutting, VLF-EM and Magnetometer surveys. |
A decisioninterest in our mining claim to the joint venture partner.
· | Our ability to raise additional funding; |
· | The market price for copper and silver; |
· | The results of our proposed exploration programs on the mineral property; and |
· | Our ability to find joint venture partners for the development of our property interests |
During this exploration stage, our president will only be devoting approximately sixpresent inability to eight hours per week of his time togenerate revenues, our business. We do not foresee this limited involvement as negatively impactingauditors have stated in their audit report included in our company over the next twelve months as all exploratory work has been and will continue to be performed by outside consultants. Additionally, we will not have a need to hire any employees over the next twelve months; nor do we plan to make any purchases of equipment over the next twelve months due to reliance upon outside consultants to provide all equipment neededaudited financial statements for the exploratory work being conducted.
We anticipate that we will incur over the next twelve months the following expenses:
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Our total expenditures over the next twelve months are anticipated to be approximately $20,500. Our cash on hand as of August 31, 2009 is $5,708. We do not have sufficient cash on hand to pay the costs of Phase I of our proposed exploration program and to fund our operations for the next twelve months. We also require additional financing in order to proceed with any additional work beyond Phase I of our exploration program.
We presently do not have any arrangements for additional financing for exploration work beyond Phase I of our exploration program, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with exploration work beyond Phase II of our exploration program.
LIQUIDITY AND CAPITAL RESOURCES
Working Capital
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| At August 31, 2009 | At November 30, 2008 |
Current Assets | $5,708 | $17,233 |
Current Liabilities | $7,250 | $7,500 |
Working Capital (Deficit) | $(1,542) | $9,733 |
Cash Flows
| Six Months Ended | February 21, 2007 to |
| August 31, 2009 | August 31, 2009 |
Cash Flows from (used in) Operating Activities | $(11,275) | $62,874 |
Cash Flows from (used in) Investing Activities |
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Cash Flows from (used in) Financing Activities | -- | -- |
Net Increase (decrease) in Cash During Period | $(11,525) | -- |
The decline in our working capital surplus at August 31, 2009 from the periodyear ended November 30, 2008 is reflective2009 that there currently exists substantial doubt about our ability to continue as a going concern.
Summary of Three Months Ended Results | ||||||||
Ended February 28 | ||||||||
2010 | 2009 | |||||||
Revenue | $ | ------- | $ | ------- | ||||
Expenses | 4,943 | 3,875 | ||||||
Net Comprehensive Loss | $ | (4,943 | ) | $ | (3,875 | ) |
Commission.
Working Capital | ||||||||
At February 28, 2009 | At November 30, 2009 | |||||||
Current Assets | $ | 3,708 | $ | 3.708 | ||||
Current Liabilities | $ | (19,693 | ) | $ | (14,750 | ) | ||
Working Capital (Deficit) | $ | (15,985 | ) | $ | 11,042 |
Cash Flows | ||||||||
Three Months Ended | From inception (February 21,20007) to | |||||||
February 28, 2010 | February 28, 2010, | |||||||
Cash Flows used in Operating Activities | $ | (14,693 | ) | $ | (79,717 | ) | ||
Cash Flows used in Investing Activities | $ | 0 | $ | 0 | ||||
Cash Flows provided by Financing Activities | $ | 14,693 | $ | 83,425 | ||||
Net (Decrease) Increase in Cash During Period | $ | 0 | $ | 3,708 |
5
Future Financings
We have incurred a net loss of $70,274 for the period from February 21 2007 (inception) to August 31, 2009 and have no revenues to date. Our future is dependent upon our ability to obtain financing and upon future profitable operations from the development of our mineral claims.
We presently do not have any arrangements for additional financing for exploration work beyond Phase II of our exploration program, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with exploration work beyond Phase II of our exploration program.
resources that are material to our stockholders.
The financial statements presented with this Quarterly Report on Form 10-Q have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information. These financial statements do not include all information and footnote disclosures required for an annual set of financial statements prepared under United States generally accepted accounting principles. In the opinion of our management, all adjustments (consisting solely of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows as at August 31, 2009 and for all periods presented in the attached financial statements, have been included. Interim results for the three month and six-month period ended August 31, 2009 are not necessarily indicative of the results that may be expected for the fiscal year as a whole.
Exploration Stage Enterprise
Our financial statements are prepared using the accrual method of accounting and according to the provisions of Statement of Financial Accounting Standards No. 7 (“SFAS 7”), “Accounting and Reporting for Development Stage Enterprises,” as we devote substantially all of our efforts to acquiring and exploring mineral properties. Until such properties are acquired and developed, we will continue to prepare our financial statements and related disclosuresincluded in accordance with entities in the exploration stage.
this Annual Report.
6
Cost of Maintaining Mineral Properties
Mineral Property Acquisition Payments and Exploration Costs
We record our interest in mineral properties at cost. We expense all costs incurred on mineral properties to which we have secured exploration rights, other than acquisition costs, prior to the establishment of proven and probable reserves. If and when proven and probably reserves are determined for a property and a feasibility study prepared with respect to the property, then subsequent exploration and development costs of the property will be capitalized.
We regularly perform evaluations of any investment in mineral properties to assess the recoverability and/or the residual value of our investments in these assets. All long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable.
Exploration Expenditures
We follow a policy of expensing exploration expenditures until a production decision in respect of the project and we are reasonably assured that it will receive regulatory approval to permit mining operations which may include the receipt of a legally binding project approval certificate.
Management periodically reviews the carrying value of its investments in mineral leases and claims with internal and external mining related professionals. A decision to abandon, reduce or expand a specific project is based upon many factors including general and specific assessments of mineral deposits, anticipated future mineral prices, anticipated future costs of exploring, developing and operating a production mine, the expiration term and ongoing expenses of maintaining mineral properties and the general likelihood that we will continue exploration on such project. We do not set a pre-determined holding period for properties with unproven deposits, however, properties which have not demonstrated suitable metal concentrations at the conclusion of each phase of an exploration program are reevaluated to determine if future exploration is warranted, whether there has been any impairment in value and that their carrying va lues are appropriate.
If an area of interest is abandoned or it is determined that its carrying value cannot be supported by future production or sale, the related costs are charged against operations in the year of abandonment or determination of value. The amounts recorded as mineral leases and claims represent costs to date and do not necessarily reflect present or future values.
Our exploration activities and proposed mine development are subject to various laws and regulations governing the protection of the environment. These laws are continually changing, generally becoming more restrictive. We have made, and expect to make in the future, expenditures to comply with such laws and regulations.
The accumulated costs of properties that are developed in the stage of commercial production will be amortized to operations through unit-of-production depletion.
7
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted inuse the United States of America requires management to make estimatesdollar as our reporting currency for consistency with the registrants of the SEC and assumptions that affectin accordance with FAS No. 52.
RISKS AND UNCERTAINTIES
We have yet to attain profitable operations and because we will need additional financing to fund our exploration activities, our accountants believe there is substantial doubt about our ability to continueAny gains or losses arising as a going concern
We have incurred a net lossresult of $70,274 for the period from February 21, 2007 (inception) to August 31, 2009, and have no revenues to date. Our future is dependent upon our ability to obtain financing and upon future profitablesuch translations are not included in operations, from the development of our mineral claims. These factors raise substantial doubt that we will be able to continuebut are reported as a going concern.
If we do not obtain additional financing, our business will fail
Our current operating fundsseparate component of equity as foreign currency translation adjustments, if applicable.
Since this is an exploration project, we face a high risk of business failure due to our inability to predict the success of our business
We have just begun the initial stages of exploration of our mineral claims, and thus have no way to evaluate the likelihood that we will be able to operate the business successfully. We were incorporated on , February 21, 2007 and, to date, have been involved primarily in the acquisition of the mineral claims, obtaining a summary geological report of our exploration program.
8
Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure
Investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be incurred by us in the exploration of the mineral claims may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of Phases I, II and III of our exploration program do not reveal viable commerc ial mineralization, we may
decide to abandon our claim and acquire new claims for new exploration. The acquisition of additional claims will be dependent upon us possessing capital resourcesestimated fair value at the time the shares are due in order to purchase such claims. If no funding is available, we mayaccordance with the terms of the property agreements.
We have no known mineraleconomically developed as a result of establishing proven and probable reserves and if we cannot find any we will havepre feasibility, the costs incurred to cease operations
We have no mineral reserves. If we do not find a mineral reserve containing gold or if we cannot exploredevelop such property are capitalized.
Because we anticipate our operating expenses will increase prior to our earning revenues, we may never achieve profitability
Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses intoexpense or the foreseeable future. We recognize that if weprovision for depletion and depreciation during the period and the actual restoration expenditures are unable to generate significant revenues from the exploration of our mineral claims, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption ascharged to the likelihood that we will prove successful, and we can provide no assurance that we will generateaccumulated provision amounts as incurred.
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
Becausea smaller reporting company as defined by Rule 12b-2 of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business
The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-insSecurities Exchange Act of 1934 and other hazards against which we cannot insure or against which we may electare not to insure. At the present time we have no coverage to insure against these hazards. The payment of such liabilities may have a material adverse effect on our financial position.
9
Because access to our mineral claims may be restricted by inclement weather, we may be delayed in our exploration
Access to the Calibert Property may be restricted through some of the year due to weather in the area. As a result, any attempt to test or explore the property is largely limited to the times when weather permits such activities. These limitations can result in significant delays in exploration efforts. Such delays can have a significant negative effect on our exploration efforts.
The Calibert Property comprises 2 mineral claims and 21 cells, situated in theDrouet and Gradis townships in the Chibougameau Mining District, Quebec. As we undertake exploration of our mineral claims, we will be subject to compliance with government regulation that may increase the anticipated cost of our exploration program
There are several governmental regulations that materially restrict mineral exploration. We will be subject to the laws of the Province of Quebec of as we carry out our exploration program. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance toprovide the land in order to comply with these laws. Our planned exploration program does not budget for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program.
Because our executive officer does not have formal training specific to the technicalities of mineral exploration, there is a higher risk our business will fail
Andre Benard our sole executive officer and director, does not have any formal training as a geologist or in the technical aspects of management of a mineral exploration company. Our management lacks technical training and experience with exploring for, starting, and operating a mine. With no direct training or experience in these areas, our management may not be fully aware of the specific requirements related to working withininformation under this industry. Our management's decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management's lack of experience in this industry.
Because our president, Andre Benard, owns 57%of our outstanding common stock, investors may find that corporate decisions influenced by Mr. Benard are inconsistent with the best interests of other stockholders
Mr. Benard is our sole director and executive officer and owns 57%of the outstanding shares of our common stock. Accordingly, he will have a significant influence in determining the outcome of major corporate transactions or other matters that require shareholder approval such as mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of Mr. Benard may differ from the interests of the other stockholders.
item.
10
We may conduct further offerings in the future in which case current shareholdings will be diluted
We may conduct further equity offerings in the future to finance our current projects or to finance subsequent projects that we decide to undertake. If common stock is issued in return for additional funds, the price per share could be lower than that paid by our current stockholders. The result of this could reduce the value of the stock of our shareholders. If we issue additional stock, shareholders’ percentage interest in us will be lower. This condition is often referred to as "dilution".
As our business assets and our directors and officers are located outside of the United States, investors may be limited in their ability to enforce civil actions against our assets or our directors and officers
Our Company’s business assets are located in Canada and our directors and officers are residents of Canada. Consequently, it may be difficult for United States investors to affect service of process within Canada upon our assets or our directors or officers, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under U.S.
Federal Securities Laws. A judgment of a U.S. court predicated solely upon such civil liabilities may not be enforceable in Canada by a Canadian court if the U.S. court in which the judgment was obtained had jurisdiction, as determined by the Canadian court, in the matter. There is substantial doubt whether an original action could be brought successfully in Canada against any of our assets or our directors and officers predicated solely upon such civil liabilities.
ITEM 3. CONTROLS AND PROCEDURES.
(A)
Evaluation Of Disclosure Controls And Procedures
As
ITEM 4. | CONTROLS AND PROCEDURES. |
(B)
Changes In Internal Controls Over Financial Reporting
In connection with the evaluation of our internal controls during our last fiscal quarter, our principal executive officer and principal financial officer has determined that there are no changes to our internal controlscontrol over financial reporting during the quarter ended February 28, 2010 that hashave materially affected, or isare reasonably likely to materially affect, our internal controlscontrol over financial reporting.
11
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
ITEM 6. | EXHIBITS. |
Exhibit No. | Document Description |
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| Certification of |
32.1 | Certification of Chief Executive Officer and Chief Financial Officer |
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REPORTS ON FORM 8-K
We did not file any Current Reports on Form 8-K during the fiscal quarter ended August 31, 2009. We have filed Current Reports on Form 8-K on September 24, 2009.
13
SIGNATURES
In accordance with
CALIBERT EXPLORATIONS, LTD. | ||||
BY: | DAVID SALTRELLI | |||
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David Saltrelli, President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, and a member of the Board of Directors. |
Exhibit No. |
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31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
32.1 | Certification of Chief Executive Officer and Chief Financial Officer | ||
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pursuant to section 906 of the Sarbanes-Oxley Act of 2002. |