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EX-32 - AMBER RESOURCES CO OF COLORADOamberexhibit322.htm
EX-31 - AMBER RESOURCES CO OF COLORADOamberexhibit311.htm
EX-31 - AMBER RESOURCES CO OF COLORADOamberexhibit312.htm
EX-32 - AMBER RESOURCES CO OF COLORADOamberexhibit321.htm

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 September 30, 2009

OR

[ ] 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 0-8874

Amber Resources Company of Colorado
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware  84-0750506 
(State or other jurisdiction of  (I. R. S. Employer 
incorporation or organization)  Identification No.) 
 
370 17th Street, Suite 4300   
Denver, Colorado  80202 
(Address of principal executive offices)  (Zip Code) 

(303) 293-9133
(Registrant's telephone number, including area code)

Indicate by check mark 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 [X] No [ ]

Indicate by check mark 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 __

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

Large accelerated filer [ ]                                       Non-accelerated filer [X]

Accelerated filer [ ]                                             Smaller reporting company [ ]

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

4,666,185 shares of common stock $.0625 par value were outstanding as of November 12, 2009.

 



  INDEX   
PART I  FINANCIAL INFORMATION  PAGE NO. 
ITEM 1.  Financial Statements   
  Balance Sheets – September 30, 2009 and   
   December 31, 2008(unaudited)  3 
  Statements of Operations and Accumulated Deficit   
           for the Three Months Ended September 30, 2009 and 2008  
   (unaudited)  4 
  Statements of Operations and Accumulated Deficit   
           for the Nine Months Ended September 30, 2009 and 2008  
   (unaudited)  5 
  Statements of Cash Flows for the Nine Months Ended   
   September 30, 2009 and 2008 (unaudited)  6 
  Notes to Financial Statements (unaudited)  7 
ITEM 2.  Management's Discussion and Analysis of Financial   
   Condition and Results of Operations  9 
ITEM 3.  Quantitative and Qualitative Disclosures About   
   Market Risk  11 
ITEM 4.  Controls and Procedures  11 
PART II  OTHER INFORMATION   
ITEM 1.  Legal Proceedings  12 
ITEM 1A.  Risk Factors  12 
ITEM 2.  Unregistered Sales of Equity Securities and Use   
   of Proceeds  12 
ITEM 3.  Defaults on Senior Securities  12 
ITEM 4.  Submission of Matters to a Vote of Security Holders  12 
ITEM 5.  Other Information  12 
ITEM 6.  Exhibits  12 
Signatures  13 

The terms "Amber," "Company," "we," "our," and "us" refer to Amber Resources Company of Colorado
unless the context suggests otherwise.

2



AMBER RESOURCES COMPANY OF COLORADO
(A Subsidiary of Delta Petroleum Corporation)
BALANCE SHEETS (Unaudited)

    September 30,     December 31,  
    2009     2008  
  ---------------   --------------  
 
ASSETS             
 
Cash and cash equivalents:  $ 1,093,792   $ -  
 
Property and Equipment:             
 Oil and gas properties,             
 successful efforts method of accounting:             
     Unproved undeveloped offshore California    -     1,496,235  
  -----------   ----------  
     Net property    -     1,496,235  
  -----------   ----------  
 
                   Total assets  $ 1,093,792   $ 1,496,235  
    ===========     ==========  
 
LIABILITIES AND STOCKHOLDERS' EQUITY             
 
Liabilities:             
 Payable to parent  $ 7,404   $ 330,728  
 
Stockholders' Equity:             
 Preferred stock, $.10 par value; authorized             
  5,000,000 shares of Class A convertible             
  preferred stock, none issued    -     -  
 Common stock, $.0625 par value; authorized             
  25,000,000 shares, issued and outstanding             
  4,666,185 shares at September 30, 2009 and             
  December 31, 2008    291,637     291,637  
 Additional paid-in capital    5,755,232     5,755,232  
 Accumulated deficit    (4,960,481 )    (4,881,362 ) 
  -----------   ----------  
                   Total stockholders' equity    1,086,388     1,165,507  
  -----------   ----------  
                        Total liabilities and stockholders’ equity $   1,093,792   $ 1,496,235  
    ===========     ==========  

See accompanying notes to financial statements.

3



AMBER RESOURCES COMPANY OF COLORADO
(A Subsidiary of Delta Petroleum Corporation)
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(Unaudited)

    Three Months Ended  
    September 30,  
    2009   2008  
    ------------   ------------  
 
Oil and gas sales  $ -   $ -  
    ----------   ----------  
 
Operating expenses:             
         General and administrative, including             
         $25,000 in 2009 and 2008 to parent    22,852     26,875  
    ----------   ----------  
Operating loss    (22,852 )    (26,875 ) 
    ----------   ----------  
         Net loss    (22,852 )    (26,875 ) 
 
 
Accumulated deficit at beginning of the period    (4,937,629 )    (1,316,813 ) 
    ----------   ----------  
 
Accumulated deficit at end of the period   $ (4,960,481 )  $ (1,343,688 ) 
    ===========   ===========  
 
Basic and diluted loss per share   $ (0.01 )  $ (0.01 ) 
    ===========   ===========  
 
Weighted average number of common shares             
  outstanding    4,666,185     4,666,185  
    ===========   ===========  

See accompanying notes to financial statements.

4



AMBER RESOURCES COMPANY OF COLORADO
(A Subsidiary of Delta Petroleum Corporation)
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
(Unaudited)

    Nine Months Ended  
    September 30,  
    2009     2008  
    -----------   -----------   
 
Oil and gas sales  $ -   $ -  
    ----------   ----------  
 
Operating expenses:             
         General and administrative, including             
         $75,000 in 2009 and 2008 to parent    79,119     83,124  
    ----------   ----------  
Operating loss    (79,119 )    (83,124 ) 
    ----------   ----------  
         Net loss    (79,119 )    (83,124 ) 
 
 
Accumulated deficit at beginning of the period    (4,881,362 )    (1,260,564 ) 
    ----------   ----------  
 
Accumulated deficit at end of the period  $ (4,960,481 )  $  (1,343,688 ) 
    ===========   ===========  
 
Basic and diluted loss per share  $ (0.02 )  $ (0.02 ) 
    ===========   ===========  
 
Weighted average number of common shares             
  outstanding    4,666,185     4,666,185  
    ===========   ===========  

See accompanying notes to financial statements.

5



AMBER RESOURCES COMPANY OF COLORADO
(A Subsidiary of Delta Petroleum Corporation)
STATEMENTS OF CASH FLOWS
(Unaudited)

    Nine Months Ended  
    September 30,  
    2009     2008  
  -------------   -------------  
Cash flows from operating activities:             
     Net loss  $ (79,119 )  $ (83,124 ) 
      Proceeds from offshore litigation             
       award    1,496,235     -  
  -----------   ----------  
Net cash provided by (used in)             
operating activities    1,417,116     (83,124 ) 
 
Cash flows from investing activities:    -     -  
  -----------   ----------  
Net cash used in investing activities    -     -  
 
Cash flows from financing activities:             
      Changes in payable to parent, net    (323,324 )    83,124  
  -----------   ---------  
Net cash provided by (used in)             
financing activities:    (323,324 )    83,124  
 
Net increase in cash    1,093,792     -  
  -----------   ---------  
 
Cash at beginning of period    -     -  
  -----------   ---------  
Cash at end of period  $ 1,093,792    $ -  
    ===========     =========  

See accompanying notes to financial statements.

6



AMBER RESOURCES COMPANY OF COLORADO
(A Subsidiary of Delta Petroleum Corporation)
Notes to Financial Statements
Nine Months Ended September 30, 2009
(Unaudited)

(1) Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and, in accordance with those rules, do not include all the information and notes required by generally accepted accounting principles for complete financial statements. As a result, these unaudited financial statements should be read in conjunction with Amber Resources Company of Colorado's (the "Company") audited financial statements and notes thereto filed with the Company's annual report on Form 10-K for the year ended December 31, 2008. In the opinion of management, all adjustments, consisting only of normal recurring accruals, considered necessary for a fair presentation of the financial position of the Company and the results of its operations have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for the complete fiscal year. For a more complete understanding of the Company's operations and financial position, reference is made to the financial statements of the Company, and related notes thereto, filed with the Company's annual report on Form 10-K for the year ended December 31, 2008, previously filed with the Securities and Exchange Commission.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include oil and gas reserves, oil and gas properties, income taxes, contingencies and litigation. Actual results could differ from these estimates.

As the Company has no operating activities and tendered an assignment of its remaining leases to the government just prior to receipt of the litigation proceeds, it does not expect to have operating cash flows in the future. Further, the Company is currently evaluating its plans with respect to the future of the Company.

The Company’s present intention is to liquidate and dissolve prior to the end of 2010 unless business opportunities arise that would make it worthwhile to continue in existence. The liquidation and dissolution of the Company would commence upon obtaining the approval of its stockholders, at which time the Company would:

  • file a Certificate of Dissolution with the Secretary of State of the State of Delaware;
  • cease conducting normal business operations, except as may be required to wind up its business affairs;
  • sell or otherwise dispose of all of its remaining non-cash assets for cash or cash equivalents in an orderly fashion;
  • pay or attempt to adequately provide for the payment of all of its known obligations and liabilities; and
  • distribute pro rata, in one or more liquidating distributions, all of its remaining assets to its stockholders.

7



AMBER RESOURCES COMPANY OF COLORADO
(A Subsidiary of Delta Petroleum Corporation)
Notes to Financial Statements
Nine Months Ended September 30, 2009
(Unaudited)

(2) Recently Adopted Accounting Standards and Pronouncements

In May 2009, the FASB issued authoritative guidance which incorporated the principles and accounting guidance for recognizing and disclosing subsequent events that originated as auditing standards into the body of authoritative literature issued by the FASB, and prescribes disclosures regarding the date through which subsequent events have been evaluated. In particular, the guidance set forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The guidance was effective for the Company beginning with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2009. The implementation of this guidance did not have a material impact on the Company’s financial statements. Subsequent events were evaluated through the date of issuance of these consolidated financial statements on November 12, 2009 at the time this Quarterly Report on Form 10-Q was filed with the Securities and Exchange Commission.

(3) Unproved Undeveloped Offshore California Properties

Prior to June 30, 2009, the Company owned direct and indirect ownership interests ranging from 0.87% to 6.97% in three unproved undeveloped offshore oil and gas properties near Santa Barbara, California with an aggregate carrying value of $1.5 million at December 31, 2008. These property interests represented the right to explore for, develop and produce oil and gas from offshore federal lease units. The ownership rights in each of these properties were retained under various suspension notices issued by the Mineral Management Service (MMS) of the U.S. federal government whereby, as long as the owners of each property were progressing toward defined milestone objectives, the owners' rights with respect to the properties continued to be maintained. The issuance of the suspension notices was necessitated by the numerous delays in the exploration and development process resulting from regulatory requirements imposed on the property owners by federal, state and local agencies.

On January 12, 2008, the Court entered an order of final judgment awarding the lessees restitution of the original lease bonuses paid for thirty five of the forty lawsuit leases. Under this order we are entitled to receive a gross amount of approximately $1.5 million as reimbursement for the lease bonuses paid on the lawsuit leases. The order of final judgment was affirmed in all respects by the United States Court of Appeals for the Federal Circuit on August 25, 2008, and the government’s petition seeking a rehearing of that decision was denied on December 5, 2008. The government did not seek review of the decision by the Supreme Court, and on April 10, 2009 we tendered assignment of all of the affected properties to the government and demanded payment in full. In May 2009, the Company received its approximately $1.5 million award.

8



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

The statements contained in this report which are not historical fact are "forward looking statements" that involve various important risks, uncertainties and other factors which could cause our actual results to differ materially from those expressed in such forward looking statements. These factors include, without limitation, the risks and factors set forth below as well as other risks previously disclosed in our annual report on Form 10-K.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations were based upon the financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Our significant accounting policies are described in Note 1 to our financial statements filed in Form 10-K for our year ended December 31, 2008. In response to SEC Release No. 33-8040, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies," we have identified certain of these policies as being of particular importance to the portrayal of our financial position and results of operations and which require the application of significant judgment by management. We analyze our estimates, including those related to oil and gas reserves, oil and gas properties, income taxes, contingencies and litigation, and base our estimates on historical experience and various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. We believe that our critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.

Background

We ("Amber," "we," "us" and "our") were incorporated in January 1978, and are principally engaged in acquiring, exploring and developing oil and gas properties. Until recently, we owned interests in undeveloped oil and gas properties offshore California, near Santa Barbara.

Liquidity and Capital Resources

At December 31, 2008, we had no working capital. As of September 30, 2009, we had working capital of $1,086,388. Cash provided by operating activities was $1,417,116 during the nine months ended September 30, 2009, as compared to cash used in operating activities of $83,124 for the nine months ended September 30, 2008. Cash provided by operations during the nine months ended September 30, 2009 was entirely due to the receipt of offshore litigation proceeds. As we have no operating activities and tendered an assignment of our remaining leases to the government just prior to receipt of the litigation proceeds, we do not expect to have operating cash flows in the future. Further, we are currently evaluating our plans with respect to our business.

9



Our present intention is to liquidate and dissolve prior to the end of 2010 unless business opportunities arise that would make it worthwhile to continue in existence. Our liquidation and dissolution would commence upon obtaining the approval of our stockholders, at which time we would:

  • file a Certificate of Dissolution with the Secretary of State of the State of Delaware;
  • cease conducting normal business operations, except as may be required to wind up our business affairs;
  • sell or otherwise dispose of all of our remaining non-cash assets for cash or cash equivalents in an orderly fashion;
  • pay or attempt to adequately provide for the payment of all of our known obligations and liabilities; and
  • distribute pro rata, in one or more liquidating distributions, all of our remaining assets to our stockholders.

Results of Operations

     Net loss. We reported net losses of $22,852 and $26,875 for the three months ended September 30, 2009 and 2008, respectively, and net losses of $79,119, and $83,124 for the nine months ended September 30, 2009 and 2008 respectively. As all of our producing properties were sold on July 1, 2001, there were no revenues, production volumes, lease operating expenses or depletion in the three and nine months ended September 30, 2009 and 2008.

     General and Administrative Expenses. General and administrative expense primarily consisted of expenses allocated from Delta. For the three months ended September 30, 2009 and 2008, general and administrative expenses were $22,852 and $26,875 respectively. For the nine months ended September 30, 2009 and 2008, general and administrative expenses were $79,119 and $83,124 respectively.

Recently Adopted Accounting Standards and Pronouncements

In May 2009, the FASB issued authoritative guidance which incorporated the principles and accounting guidance for recognizing and disclosing subsequent events that originated as auditing standards into the body of authoritative literature issued by the FASB, and prescribes disclosures regarding the date through which subsequent events have been evaluated. In particular, the guidance set forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The guidance was effective for us beginning with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2009. The implementation of this guidance did not have a material impact on our financial statements. Subsequent events were evaluated through the date of issuance of these consolidated financial statements on November 12, 2009 at the time this Quarterly Report on Form 10-Q was filed with the Securities and Exchange Commission.

10



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange and interest rates and commodity prices. We do not use financial instruments to manage foreign currency exchange or interest rate risks and do not hold or issue financial instruments for trading purposes.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"). Based on this evaluation, our management, including our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures were effective as of September 30, 2009, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act (i) is recorded appropriately, processed, summarized and reported within the time period specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in internal control over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

11



PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We were among twelve plaintiffs in a lawsuit in a case entitled Amber Resources Co., et al. v. United States, Civ. Act. No. 2-30 filed in the United States Court of Federal Claims (“Court”) alleging that the United States government materially breached the terms of forty undeveloped federal leases, some of which were part of our offshore California properties that we conveyed back to the government subsequent to year end. In November 2005 and October 2006, the Court granted summary judgment as to liability and partial summary judgment as to damages with respect to thirty six of the forty total federal leases that are the subject of the litigation.

On January 12, 2008, the Court entered an order of final judgment awarding the lessees restitution of the original lease bonuses paid for thirty five of the forty lawsuit leases. Under this order we are entitled to receive a gross amount of approximately $1.5 million as reimbursement for the lease bonuses paid on the lawsuit leases. The order of final judgment was affirmed in all respects by the United States Court of Appeals for the Federal Circuit on August 25, 2008, and the government’s petition seeking a rehearing of that decision was denied on December 5, 2008. The government did not seek review of the decision by the Supreme Court, and on April 10, 2009 we tendered assignment of all of the affected properties to the government and demanded payment in full. In May 2009, we received our approximately $1.5 million award from the government.

ITEM 1A.

RISK FACTORS

There have been no material changes to the Risk Factors included in the Company's Annual Report on Form 10-K for the period ended December 31, 2008.

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.

ITEM 6. EXHIBITS.

Exhibits are as follows:

31.1   Certification of principal executive officer pursuant to 
   Section 302 of the Sarbanes-Oxley Act of 2002. Filed 
   herewith electronically 
 
31.2   Certification of principal financial officer pursuant to 
   Section 302 of the Sarbanes-Oxley Act of 2002. Filed 
   herewith electronically 
 
32.1   Certification of principal executive officer pursuant to 18 
       U. S. C. Section 1350. Filed herewith electronically
 
32.2   Certification of principal financial officer pursuant to 18 
       U. S. C. Section 1350. Filed herewith electronically

12



SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

AMBER RESOURCES COMPANY OF COLORADO
(Registrant) 
 
 
 
Date: November 12, 2009   By: /s/ John R. Wallace
         John R. Wallace 
         President and Chief Operating Officer 
 
 
 
     By: /s/ Kevin K. Nanke
         Kevin K. Nanke, Chief Financial 
         Officer and Treasurer 

13