UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of report (Date of earliest event reported): April 13, 2007

                              --------------------

                              Calibre Energy, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
                 (State or Other Jurisdiction of Incorporation)

                000-50830                                88-0343804
                ---------                                ----------
         (Commission File Number)           (I.R.S. Employer Identification No.)
        1667 K St., NW, Ste. 1230
        -------------------------

              Washington, DC                               20006
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 (Address of Principal Executive Offices)                (Zip Code)

Registrant's telephone number, including area code:  (202) 223-4401



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))





Item 1.01  Entry into a Material Definitive Agreement

         As described in more detail in Item 3.02 of this Current Report on Form
8-K, on April 13, 2007 we completed a $5,000,000  financing  through the private
placement of 8,000,000 shares of Series A Convertible Preferred Stock ("Series A
Preferred")  with BlueWater  Capital  Group,  LLC, a Houston,  TX-based  private
investment fund,  managed by Prentis B. Tomlinson,  Jr.,  Calibre's Chairman and
Chief Executive Officer.

         We anticipate  that  the  proceeds from  the  Series  A  Preferred will
be sufficient to fund our planned capital budget and general and  administrative
expenditures for the remainder of 2007.

         The  8,000,000  shares of Series A Preferred  were issued at $0.625 per
share, have a liquidation  preference of $5 million, carry no coupon and are not
accompanied by or issued in conjunction with any warrants or options. Each share
of the Series A Preferred  shall be convertible at the election of the BlueWater
Capital  Group,  LLC into shares of Common Stock based on the ratio  required to
cause the  number of shares of Common  Stock  issuable  upon the  conversion  of
8,000,000  shares of  Series A  Preferred  Stock to equal  75% of the  number of
shares of Common Stock then issued and outstanding.

         The  issuance  of the  Series  A  Preferred,  which is  authorized  and
designated to have that number of votes equal to 51% of the total votes entitled
to be cast by all classes of stock of the Company,  results in the holder of the
Series A  Preferred  exercising  substantial  influence  over the outcome of all
matters  requiring a stockholder  vote. The conversion of the Series A Preferred
into  Common  Stock  will  result  in  significant  dilution  to  the  Company's
stockholders  and the book value of their shares of the Company's  common stock.
Accordingly,  any  investment in the Company's  common stock will continue to be
highly speculative.

Item 3.02. Unregistered Sale of Securities

         On April 13, 2007, we completed a private placement of 8,000,000 Series
A Convertible  Preferred  Shares with BlueWater  Capital  Group,  LLC, a private
investment  group  managed  by  our  Chairman,  CEO  and  President  Prentis  B.
Tomlinson,  Jr. in exchange for net proceeds of $5,000,000  of which  $1,000,000
has been received by Calibre and the remaining $4,000,000 has been structured as
a note payable to the Calibre in monthly  increments of $800,000 over the next 5
months.  The Series A  Preferred  has that  number of votes  equal to 51% of the
total votes  entitled to be cast by all  outstanding  capital  stock.  After the
receipt of the total proceeds,  the preferred shares may be convertible,  at the
election of the Holder,  into a fixed  amount of common  stock,  equal to 75% of
total outstanding shares of common stock at the time of conversion.

         Each holder of shares of Series A Convertible  Preferred Stock shall be
entitled at the  election of the holder to cause any or all of such shares to be
converted into shares of Common Stock on the basis of the Conversion  Ratio then
in effect,  provided,  however,  that the conversion of the Series A Convertible
Preferred  Stock shall not be effective until the Articles of  Incorporation  of
the Company  have been amended to increase  the number of  authorized  shares of
Common Stock to at least  200,000,000  shares (the  "Amendment").  Each share of
Series A Convertible  Preferred Stock shall be convertible into shares of Common
Stock based on the ratio  required to cause the number of shares of Common Stock
issuable upon the conversion of 8,000,000  shares of Series A Preferred Stock to
equal 75% of the number of shares of Common  Stock then  issued and  outstanding
after the conversion (the "Conversion Ratio").

         The Series A Preferred are not entitled to receive any dividends unless
dividends are declared and paid by us on the Company's  Common Stock.  If we pay
dividends  on our  Common  Stock,  then  each  holder  of a share  of  Series  A
Convertible Preferred Stock shall be entitled to receive the amount of dividends
such holder would have received if its shares of Series A Convertible  Preferred
Stock had  already  been  converted  into shares of Common  Stock.  The Series A
Preferred were not issued in conjunction with any warrants.

         Prior  to  conversion,   the  Series  A  Preferred  has  a  liquidation
preference equal to $5 million. In the event of any liquidation,  dissolution or
winding up of Calibre,  either voluntary or involuntary (a "liquidation event"),
a holder of the  Series A  Convertible  Preferred  Stock  shall be  entitled  to
receive  out of our  assets,  prior to the  holders of the Common  Stock and the
holders of Preferred  Stock with rights  junior to the Series A  Preferred,  for
each share of Series A Convertible  Preferred  Stock held by such holder,  $.625
per share (the "Liquidation Preference").




Item 3.03  Material Modification to Rights of Security Holders


         The voting power of each share of Series A Convertible  Preferred Stock
shall be equal to the number of votes  required  to cause the  aggregate  of the
votes  entitled  to be  cast  by all of the  issued  and  outstanding  Series  A
Convertible Preferred Stock to equal 51% of all votes entitled to be cast by all
our classes of stock. The Series A Convertible Preferred Stock shall be entitled
to vote on any and all  matters  brought to a vote of  holders of Common  Stock.
Holders of Series A Convertible  Preferred  Stock shall be entitled to notice of
all shareholder meetings or written consents with respect to which they would be
entitled to vote,  which  notice  would be provided to the holders of the Common
Stock pursuant to the Company's Bylaws and applicable statutes.

         On April 13,  2007,  our board of  directors  approved an  amendment to
Section 9 the  Company's  bylaws,  pursuant to Nevada law,  which state that any
action  required  to be taken at a  meeting  of the  stockholders,  or any other
action which may be taken at a meeting of the stockholders, may be taken without
a meeting  if a consent in writing  setting  forth the action so taken  shall be
signed by those  stockholders  holding the number of votes  necessary to approve
the taking of such  action at a meeting at which all  stockholders  entitled  to
vote with respect to the subject  matter  thereof  were present and voting,  and
such consent shall have the same force and effect as a vote at a meeting.

Item 5.05  Changes in Control of Registrant

         The  issuance  of the  Series  A  Preferred,  which is  authorized  and
designated  to carry 51% of the of all votes  entitled to be cast by all classes
of stock  of the  Company,  results  in the  holder  of the  Series A  Preferred
exercising  substantial  influence  over the outcome of all matters  requiring a
stockholder  vote.  The  conversion of the Series A Preferred  into Common Stock
will result in significant  dilution to the Company's  stockholders and the book
value of their shares of the Company's common stock.

         As a result the holder or  holders  of Series A  Convertible  Preferred
Stock may have the ability to influence significantly any decisions relating to:

          o    elections to our board of directors;

          o    amendments to our certificate of incorporation;

          o    the  outcome  of  any  corporate   transaction  or  other  matter
               submitted to our  stockholders for approval,  including  mergers,
               consolidations  and the sale of all or  substantially  all of our
               assets; and

          o    a change of  control  of  Calibre  (which  may have the effect of
               discouraging third party offers to acquire Calibre).


Item 9.01  Financial Statements and Exhibits
--------------------------------------------

(c)      Exhibits

10.1 Certificate of Designation, Preferences, Rights and Limitations of Series A
     Convertible Stock of Calibre Energy, Inc. dated April 13, 2007

10.2 Investment  Agreement  dated as of April 13, 2007 between  Calibre  Energy,
     Inc., a Nevada  corporation  and BlueWater  Capital Group,  LLC, a Delaware
     limited liability company

10.3 Promissory Note dated as of April 13, 2007 between Calibre Energy,  Inc., a
     Nevada  corporation and BlueWater  Capital Group,  LLC, a Delaware  limited
     liability company

10.4 Stock Pledge  Agreement  entered  into  effective  April 13,  2007,  by and
     between  BlueWater Capital Group, LLC, a Delaware limited liability company
     and Calibre Energy,  Inc., a Nevada  corporation

10.5 Guaranty dated as of April 13, 2007, made between Prentis B. Tomlinson, Jr.
     and in  favor  of  Calibre  Energy,  Inc.  a  Nevada  corporation,  and its
     successors and assigns

10.6 Amendment to Section 9 of Article II of the Bylaws of the Company dated and
     effective April 13, 2007



                                   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 hereunto duly authorized.

                                        CALIBRE ENERGY, INC.



Date:    April 20, 2007        By:  /s/ Prentis B. Tomlinson, Jr.
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                                    Name: Prentis B. Tomlinson,  Jr.,
                                          Chairman, President and CEO