UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended ~~June~~September 30, 2011


o		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)

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 þ No o

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 þ No o

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 o	Non-accelerated filer þ	Accelerated filer o	Smaller reporting company o

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

4,666,185 shares of common stock $.0625 par value were outstanding as of ~~July~~November 151, 2011.

INDEX

	PAGE NO.
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements
Balance Sheets — June 30, 2011 and December 31, 2010 (unaudited)		3
Balance Sheets — September 30, 2011 and December 31, 2010 (unaudited)		3
Statements of Operations and Accumulated Deficit for the Three Months Ended June 30, 2011 and 2010 (unaudited)		4
Statements of Operations and Accumulated Deficit for the Three Months Ended September 30, 2011 and 2010 (unaudited)		4
Statements of Operations and Accumulated Deficit for the Six Months Ended June 30, 2011 and 2010 (unaudited)		5
Statements of Operations and Accumulated Deficit for the Nine Months Ended September 30, 2011 and 2010 (unaudited)		5
Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010 (unaudited)		6
Statements of Cash Flows for the Nine Months Ended September 30, 2011 and 2010 (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		1011
ITEM 4. Controls and Procedures		1011
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings		11
ITEM 1A. Risk Factors		1112
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds		1112
ITEM 3. Defaults on Senior Securities		1112
ITEM 5. Other Information		1112
ITEM 6. Exhibits		1213
Signatures		1314
Exhibit 10-1
Exhibit 10.2
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT

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

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

BALANCE SHEETS ~~(Unaudited)~~

	June 30,			December 31,
	2011			2010
ASSETS
Cash	$	927,170		$	975,507
Total assets	$	927,170		$	975,507
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Payable to parent	$	12,522		$	11,834
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		291,637			291,637
Additional paid-in capital		5,755,232			5,755,232
Accumulated deficit		(5,132,221	)		(5,083,196	)
Total stockholders’ equity		914,648			963,673
Total liabilities and stockholders’ equity	$	927,170		$	975,507

(Unaudited)


	September 30,			December 31,
	2011			2010

ASSETS

Cash	$	905,664		$	975,507


Total assets	$	905,664		$	975,507


LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities:
Payable to parent	$	12,522		$	11,834

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		291,637			291,637
Additional paid-in capital		5,755,232			5,755,232
Accumulated deficit		(5,153,727	)		(5,083,196	)

Total stockholders’ equity		893,142			963,673

Total liabilities and stockholders’ equity	$	905,664		$	975,507

See accompanying notes to financial statements.

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

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

STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT

(Unaudited)

	Three Months Ended
	June 30,
	September 30,
	2011			2010
Oil and gas sales	$	—		$	—
Operating expenses:
General and administrative, including $25,000 in each 2011 and 2010 to parent		25,688			26,584
General and administrative, including $16,667 in 2011 and $25,000 in 2010 to parent		22,280			25,351
Operating loss		(2522,~~688~~280	)		(2625,~~584~~351	)
Other income:
Interest income		~~413~~774			1,~~305~~280
Net loss		(2521,~~275~~506	)		(2524,~~279~~071	)
Accumulated deficit at beginning of the period		(5,~~106~~132,~~946~~221	)		(5,~~009~~034,~~564~~843	)
Accumulated deficit at end of the period	$	(5,~~132~~153,~~221~~727	)	$	(5,~~034~~058,~~843~~914	)
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.

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

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

STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT

(Unaudited)

	Six Months Ended
	Nine Months Ended
	June 30,
	September 30,
	2011			2010
Oil and gas sales	$	—		$	—
Operating expenses:
General and administrative, including $50,000 in each 2011 and 2010 to parent		50,688			51,584
General and administrative, including $66,667 in 2011 and $75,000 in 2010 to parent		72,968			76,936
Operating loss		(5072,~~688~~968	)		(5176,~~584~~936	)
Other income:
Interest income		12,~~663~~437			24,~~845~~126
Net loss		(4970,~~025~~531	)		(4872,~~739~~810	)
Accumulated deficit at beginning of the period		(5,083,196	)		(4,986,104	)
Accumulated deficit at end of the period	$	(5,~~132~~153,~~221~~727	)	$	(5,~~034~~058,~~843~~914	)
Basic and diluted loss per share	$	(0.0102	)	$	(0.0102	)
Weighted average number of common shares outstanding		4,666,185			4,666,185

See accompanying notes to financial statements.

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

STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended
	Nine Months Ended
	March 31,
	September 30,
	2011			2010
Cash flows from operating activities:
Net loss	$	(4970,~~025~~531	)	$	(4872,~~739~~810	)
Net cash used in operating activities		(4970,~~025~~531	)		(4872,~~739~~810	)
Cash flows from financing activities:
Changes in payable to parent, net		688			1,~~584~~935
Net cash provided by financing activities		688			1,~~584~~935
Net change in cash		(4869,~~337~~843	)		(4770,~~155~~875	)
Cash at beginning of period		975,507			1,070,435
Cash at end of period	$	~~927~~905,~~170~~664		$	1999,~~023,280~~560

See accompanying notes to financial statements.

AMBER RESOURCES COMPANY OF COLORADO ~~(A Subsidiary of Delta Petroleum Corporation)~~

(A Subsidiary of Delta Petroleum Corporation)

Notes to Financial Statements

Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2011 and 2010 ~~(Unaudited)~~

(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, 2010. 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, 2010, 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.

Subsequent events were evaluated through the date of issuance of these consolidated financial statements at the time this Quarterly Report on Form 10-Q was filed with the Securities and Exchange Commission.

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 in April 2009, it does not expect to have positive operating cash flows in the future. Further, the Company is currently evaluating its plans with respect to the future of the Company.

Effective September 1, 2011, the Company and Delta entered into an agreement which provides for the sharing of management between the two companies. Under this agreement the Company pays Delta a management fee of $100 per quarter and reimburses Delta for any actual expenses incurred by Delta in providing services to Amber. This agreement replaces a previous agreement where the Company paid Delta $25,000 per quarter for its share of rent, administrative, accounting and management services of Delta officers and employees.

The Company continues to evaluate the possibility of continuing in business, merging with another entity or liquidating and distributing assets to its shareholders, but it does not expect to liquidate prior to the resolution of certain litigation with the United States government. (See Note 3, “Contingencies,” herein.)

AMBER RESOURCES COMPANY OF COLORADO (A Subsidiary of Delta Petroleum Corporation) Notes to Financial Statements Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2011 and 2010 (Unaudited)

(2) Oil and Gas Properties

The Company sold all of its onshore producing properties to Delta Petroleum Corporation on July 1, 2001. As such, no oil and gas revenues were recorded during the three and ~~six~~Nine months ended ~~June~~ September 30, 2011 and 2010. In April 2009, the Company conveyed all of its ownership interest in all of its remaining properties to the United States in connection with the entry of a final judgment in the amount of $1,496,235 entered in the Company’s favor and against the government in a ~~lawsuit~~ lawsuit alleging that the U.S. government materially breached the terms of certain undeveloped ~~federal~~ federal leases, some of which were part of the Company’s offshore California properties. The Company has not owned any interests in any oil or gas properties since it conveyed its remaining properties to the United States.

(3) Contingencies

~~The~~Decommissioning ~~Company~~of ~~formerly owned a 0.97953% working interest in OCS Lease 320 in the Sword Unit,~~ Offshore California. Lease ~~320 was conveyed back to the United States at the conclusion of its previous~~ litigation with the government (Amber Resources Co., et al. vs. United States, Civ. Act. No. 2-30 filed in the United States Court of Federal Claims) when the courts determined that the government had breached that lease (among others) and was liable to the working interest owners for damages; however, the government now contends that the former working interest owners are still obligated to permanently plug and abandon an exploratory well that was drilled on the lease and to clear the well site. The former operator of the lease commenced litigation against the government in United States District Court for the District of Columbia (Noble Energy Corp. vs. Kenneth L. Salazar, Secretary United States Department of the Interior, et al No. 1:09-cv-02013-EGS) seeking a declaratory judgment that the former working interest owners are not responsible for these costs as a result of the government’s breach of the lease. On April 22, 2011, the Court entered a judgment in favor of the government, ruling that the working interest owners jointly and severally share the responsibility to permanently plug and abandon the subject well, and that this duty was not discharged by the government’s breach of contract. On May 11, 2011, the former operator filed an appeal of this ruling to the United States Court of Appeals for the District of Columbia Circuit. It is currently unknown whether or not the appeal will be successful, or what the likely range of costs of decommissioning the well would be if the former working interest owners are ultimately held liable. If, at the conclusion of the litigation, the working interest owners are held liable, the Company would be responsible for the payment of its proportionate share of the cost.

The Company formerly owned a 0.97953% working interest in OCS Lease 320 in the Sword Unit, Offshore California. Lease 320 was conveyed back to the United States at the conclusion of its previous litigation with the government (Amber Resources Co., et al. vs. United States, Civ. Act. No. 2-30 filed in the United States Court of Federal Claims) when the courts determined that the government had breached that lease (among others) and was liable to the working interest owners for damages; however, the government now contends that the former working interest owners are still obligated to permanently plug and abandon an exploratory well that was drilled on the lease and to clear the well site. The former operator of the lease commenced litigation against the government in United States District Court for the District of Columbia (Noble Energy Corp. vs. Kenneth L. Salazar, Secretary United States Department of the Interior, et al No. 1:09-cv-02013-EGS) seeking a declaratory judgment that the former working interest owners are not responsible for these costs as a result of the government’s breach of the lease. On April 22, 2011, the Court entered a judgment in favor of the government, ruling that the working interest owners jointly and severally share the responsibility to permanently plug and abandon the subject well, and that this duty was not discharged by the government’s breach of contract. On May 11, 2011, the former operator filed an appeal of this ruling to the United States Court of Appeals for the District of Columbia Circuit. It is currently unknown whether or not the appeal will be successful. In September 2011, however, the Company received an estimate from the operator indicating that, based on available information of resources to mobilize and demobilize a rig to the well, the Company’s pro rata share of the estimated cost of decommissioning the well would be approximately $756,000. The estimate that was provided does not contain any anticipated expenditures for the preparation of an environmental impact study, regulatory permitting matters at any level or any expenditure estimates for potentially required of costs of containment equipment. The operator has indicated the estimate is subject to material fluctuations in cost based upon rig mobilization costs and other factors. The actual costs of decommissioning the well could be materially different from the estimate provided by the operator. As a non-operator in this well the Company is unable to determine a reasonable estimate of the liability, if any, at this time. If the working interest owners are ultimately held liable, the Company would be responsible for the payment of our proportionate share of the actual cost of any decommissioning operation.

Delta Strategic Alternatives Process

Delta has announced that since July 2011 it has been engaged in a strategic alternatives process in order to maximize value for its shareholders and to address its debt maturities arising in 2012, specifically a January 2012 maturity of its credit facility and the expected mandatory redemption in May 2012 of its $115.0 million senior convertible notes; however, Delta has not received any definitive offer with respect to an acquisition of the company or its assets that implies a value of the assets that is greater than Delta’s aggregate indebtedness. Delta has further stated that it has not been able to identify any significant source of additional financing that is likely to be available on acceptable terms. Delta believes that a restructuring of its indebtedness is likely to be necessary, and it is continuing to discuss potential transactions, including restructuring transactions, with potential purchasers and expects to engage in discussions with certain holders of its notes. Any transaction that is agreed to by Delta in this context may result in a change in control of Delta. If Delta does not enter into such a transaction, it has stated that it will be required to seek protection under Chapter 11 of the U.S. Bankruptcy Code. In either event, it is uncertain whether Delta would continue to provide management services to the Company under the terms of our existing management services agreement or otherwise. If Delta were to cease to provide management services for the Company, it could have a material adverse affect on our business, results of operations and financial condition. We cannot provide any assurance that we would be able to continue to operate as an autonomous or separate entity.


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 2 to our financial statements filed in Form 10-K for our year ended December 31, 2010. 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 April of 2009, we owned interests in undeveloped oil and gas properties offshore California, near Santa Barbara. As of June 30, 2011, our remaining principal asset was cash in the bank because during 2009 we delivered assignments conveying all of our interests in three undeveloped Federal units located in the Santa Barbara Channel and the Santa Maria Basin offshore California to the United States of America in connection with the entry of a final judgment in the amount of $1,496,235 entered in our favor and against the United States. (See Note 2, “Oil and Gas Properties” to the accompanying financial statements for further information.)

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 April of 2009, we owned interests in undeveloped oil and gas properties offshore California, near Santa Barbara. As of September 30, 2011, our remaining principal asset was cash in the bank because during 2009 we delivered assignments conveying all of our interests in three undeveloped Federal units located in the Santa Barbara Channel and the Santa Maria Basin offshore California to the United States of America in connection with the entry of a final judgment in the amount of $1,496,235 entered in our favor and against the United States. (See Note 2, “Oil and Gas Properties” to the accompanying financial statements for further information.)

Liquidity and Capital Resources

At ~~June~~September 30, 2011, we had working capital of $~~914~~893,~~648~~142. Cash used in operating activities was $4970,~~025~~ 531 during the ~~six~~Nine months ended ~~June~~September 30, 2011, as compared to cash used in operating activities of $4872,~~739~~810 for the ~~six~~Nine months ended ~~June~~September 30, 2010. Cash used in operations during the ~~six~~Nine months ended ~~June~~ September 30, 2011 and 2010 was primarily due to the management fee of $5066,~~000~~667 and $5075,000, respectively, paid to Delta Petroleum Corporation (“Delta”), a related party.

Results of Operations

Net loss. We reported net losses of $2521,~~275~~506 and $2524,~~279~~071 for the three months ended ~~June~~September 30, ~~2011~~ 2011 and 2010, respectively, and net losses of $4970,~~025~~531 and $4872,~~739~~810 for the ~~six~~Nine months ended ~~June~~ September 30, 2011 and 2010, 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 or ~~six~~ Nine months ended ~~June~~September 30, 2011 and 2010.

General and Administrative Expenses. General and administrative expense primarily consisted of expenses allocated from Delta. Effective September 1, 2011, the Company and Delta entered into an agreement which provides for the sharing of management between the two companies. Under this agreement the Company pays Delta a management fee of $100 per quarter and reimburses Delta for any actual expenses incurred by Delta in providing services to Amber. This agreement replaces a previous agreement where the Company paid Delta $25,000 per quarter for its share of rent, administrative, accounting and management services of Delta officers and employees. For the three months ended ~~June~~September 30, 2011 and 2010, general and administrative expenses were $2522,~~688~~280 and $2625,~~584~~351, respectively. For the ~~six~~Nine months ended ~~June~~September 30, 2011 and 2010, general and administrative expenses were $5072,~~688~~968 and $5176,~~584~~936 respectively.

Recently Adopted Accounting Standards and Pronouncements

None.


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 ~~June~~September 30, 2011, to ~~ensure~~ ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act (i) is recorded, processed, summarized and reported within the time period ~~specified~~ 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~~ allow appropriate decisions on a timely basis 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.

PART II — OTHER INFORMATION


ITEM 1.		LEGAL PROCEEDINGS

As of the date of this report, we are not involved in any legal proceedings except as follows:

We formerly owned a 0.97953% working interest in OCS Lease 320 in the Sword Unit, Offshore California. Lease 320 was conveyed back to the United States at the conclusion of our previous litigation with the government (Amber Resources Co., et al. vs. United States, Civ. Act. No. 2-30 filed in the United States Court of Federal Claims) when the courts determined that the government had breached that lease (among others) and was liable to the working interest owners for damages; however, the government now contends that the former working interest owners are still obligated to permanently plug and abandon an exploratory well that was drilled on the lease and to clear the well site. The former operator of the lease commenced litigation against the government in United States District Court for the District of Columbia (Noble Energy Corp. vs. Kenneth L. Salazar, Secretary United States Department of the Interior, et al No. 1:09-cv-02013-EGS) seeking a declaratory judgment that the former working interest owners are not responsible for these costs as a result of the government’s breach of the lease. On April 22, 2011, the Court entered a judgment in favor of the government, ruling ~~that the working interest owners jointly and severally share the~~ responsibility to permanently plug and abandon the subject well, and that this duty was not discharged by the government’s breach of contract. On May 11, 2011, the former operator filed an appeal of this ruling to the United States Court of Appeals for the District of Columbia Circuit. It is currently unknown whether or not the appeal will be successful, or what the likely range of costs of decommissioning the well would be if the former working interest owners are ultimately held liable. If, at the conclusion of the litigation, the working interest owners are held liable, we would be responsible for the payment of our proportionate share of the cost.

ITEM 1A. RISK FACTORS

There have been no material changes to the Risk Factors included in our Annual Report on Form 10-K for the period ended December 31, 2010.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 5. OTHER INFORMATION.

None.

that the working interest owners jointly and severally share the responsibility to permanently plug and abandon the subject well, and that this duty was not discharged by the government’s breach of contract. On May 11, 2011, the former operator filed an appeal of this ruling to the United States Court of Appeals for the District of Columbia Circuit. It is currently unknown whether or not the appeal will be successful. In September 2011, however, we received an estimate from the operator indicating that, based on available information of resources to mobilize and demobilize a rig to the well, our pro rata share of the estimated cost of decommissioning the well would be approximately $756,000. The estimate that was provided does not contain any anticipated expenditures for the preparation of an environmental impact study, regulatory permitting matters at any level or any expenditure estimates for potentially required of costs of containment equipment. The operator has indicated the estimate is subject to material fluctuations in cost based upon rig mobilization costs and other factors. The actual costs of decommissioning the well could be materially different from the estimate provided by the operator. As a non-operator in this well we are unable to determine a reasonable estimate of the liability, if any, at this time. If the working interest owners are ultimately held liable, we would be responsible for the payment of our proportionate share of the actual cost of any decommissioning operation.


ITEM 1A.		RISK FACTORS

There have been no material changes to the Risk Factors included in our Annual Report on Form 10-K for the period ended December 31, 2010 except as follows:

Delta has announced that since July 2011 it has been engaged in a strategic alternatives process in order to maximize value for its shareholders and to address its debt maturities arising in 2012, specifically a January 2012 maturity of its credit facility and the expected mandatory redemption in May 2012 of its $115.0 million senior convertible notes; however, Delta has not received any definitive offer with respect to an acquisition of the company or its assets that implies a value of the assets that is greater than Delta’s aggregate indebtedness. Delta has further stated that it has not been able to identify any significant source of additional financing that is likely to be available on acceptable terms. Delta believes that a restructuring of its indebtedness is likely to be necessary, and it is continuing to discuss potential transactions, including restructuring transactions, with potential purchasers and expects to engage in discussions with certain holders of its notes. Any transaction that is agreed to by Delta in this context may result in a change in control of Delta. If Delta does not enter into such a transaction, it has stated that it will be required to seek protection under Chapter 11 of the U.S. Bankruptcy Code. In either event, it is uncertain whether Delta would continue to provide management services to us under the terms of our existing management services agreement or otherwise. If Delta were to cease to provide management services for us, it could have a material adverse affect on our business, results of operations and financial condition. We cannot provide any assurance that we would be able to continue to operate as an autonomous or separate entity.


ITEM 2.		UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. None.


ITEM 3.		DEFAULTS UPON SENIOR SECURITIES. None.


ITEM 5.		OTHER INFORMATION. None.


ITEM 6.		EXHIBITS.

Exhibits are as follows:

	10.1			Termination of October 1, 1998 Agreement between Amber Resources Company of Colorado and Delta Petroleum Corporation. Filed herewith electronically
	10.2			Agreement between Amber Resources Company of Colorado and Delta Petroleum Corporation dated effective September 1, 2011. Filed herewith electronically
	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

1213

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)
		AMBER RESOURCES COMPANY OF COLORADO
Date: July 18, 2011	By:	/s/ Carl E. Lakey
		(Registrant)
		Carl E. Lakey
Date: November 9, 2011		By:	/s/ Carl E. Lakey Carl E. Lakey
		~~Principal Executive Officer~~	Principal Executive Officer
	~~By:~~	~~/s/ Kevin K. Nanke~~By:	/s/ Kevin K. Nanke Kevin K. Nanke
		Kevin K. Nanke
			Principal Financial Officer
		Principal Financial Officer

1314

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Filing Compare · AMBER RESOURCES CO OF COLORADO