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 March 31, 2012

[ ] 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 incorporation or organization)		(I. R. S. Employer Identification No.)
		(I. R. S. Employer 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 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 [x] 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 [x] No [ ]

4,666,185 shares of common stock $.0625 par value were outstanding as of May 11, 2011.


	INDEX
PART I	FINANCIAL INFORMATION	PAGE NO.
ITEM 1.	Financial Statements
	Balance Sheets – March 31, 2012 and December 31, 2011 (unaudited)
		3
	Statements of Operations and Accumulated Deficit for the Three Months Ended March 31, 2012 and 2011 (unaudited)

		4
	Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011 (unaudited)
		5
	Notes to Financial Statements (unaudited)	10
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations
		14
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk
	Quantitative and Qualitative Disclosures About Market Risk	14
ITEM 4.	Controls and Procedures	14
PART II	OTHER INFORMATION
ITEM 1.	Legal Proceedings	14
ITEM 1A.	Risk Factors	15
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds
	Unregistered Sales of Equity Securities and Use of Proceeds	16
ITEM 3.	Defaults on Senior Securities	16
ITEM 5.	Other Information	16
ITEM 6.	Exhibits	16
Signatures		17

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
(Debtor in Possession)
(A Subsidiary of Delta Petroleum Corporation)
BALANCE SHEETS (Unaudited)


	March 31, 2012			December 31, 2011
	March 31, 2012			December 31, 2011

ASSETS

Cash	$	906,609		$	906,158

Total assets	$	906,609		$	906,158

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities not subject to compromise:
Accrued expenses	$	15,429		$	3,586
Payable to parent		6,313			-
Total liabilities not subject to compromise		21,742			3,586

Liabilities subject to compromise:
Payable to parent		18,775			18,775

Total liabilities		40,517			22,361

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		(5,180,777	)		(5,163,072	)

Total stockholders' equity		866,092			883,797

Total liabilities and stockholders’ equity	$	906,609		$	906,158

See accompanying notes to financial statements.

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



	Three Months Ended March 31,
	2012			2011

Oil and gas sales	$	-		$	-

Operating expenses:
General and administrative, including $100 in 2012 and $25,000 in 2011 to parent
		18,157			25,000

Operating loss		(18,157	)		(25,000	)

Other income:
Interest income		451			1,250

Net loss		(17,706	)		(23,750	)


Accumulated deficit at beginning of the period		(5,163,071	)		(5,083,196	)

Accumulated deficit at end of the period	$	(5,180,777	)	$	(5,106,946	)

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
(Debtor in Possession)
(A Subsidiary of Delta Petroleum Corporation)
STATEMENTS OF CASH FLOWS
(Unaudited)


	Three Months Ended March 31,
	Three Months Ended March 31,
		2012			2011
Cash flows from operating activities:
Net loss	$	(17,706	)	$	(23,750	)

Net cash used in operating activities		(17,706	)		(23,750	)

Cash flows from financing activities:
Changes in payable to parent, net		18,157			-

Net cash provided by financing activities		18,157			-

Net change in cash		451			(23,750	)

Cash at beginning of period		906,158			975,507

Cash at end of period	$	906,609		$	951,757

See accompanying notes to financial statements.

AMBER RESOURCES COMPANY OF COLORADO
(Debtor in Possession)
(A Subsidiary of Delta Petroleum Corporation)
Notes to Financial Statements
Three Months Ended March 31, 2012 and 2011
(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, 2011. 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, 2011, 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 financial statements at the time this Quarterly Report on Form 10-Q was filed with the Securities and Exchange Commission.

On December 16, 2011, the Company and its major shareholder, Delta Petroleum Corporation, entered into voluntary reorganization under Chapter 11 (See note 2 - Reorganization Under Chapter 11). Accordingly, the Company has applied the provisions of Accounting Standards Codification (ASC) 852.10, Financial Reporting by Entities in Reorganization under the Bankruptcy Code, in preparing the financial statements subsequent to bankruptcy filing date. In accordance with ASC 852.10, all pre- petition liabilities subject to compromise are segregated in the Balance Sheet and classified as liabilities subject to compromise at management’s estimate of allowable claims. Liabilities not subject to compromise are segregated in the Balance Sheet. Any revenues, expenses, realized gains and losses and provisions for losses that result from the reorganization are reported separately as reorganization items in the Statements of Operations and Cash Flows.

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.

(2) Reorganization under Chapter 11

On December 16, 2011 Delta and certain of its subsidiaries, including the Company, filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code, in the United States Bankruptcy Court for the District of Delaware. Although the Company was not required to file for bankruptcy protection, the Board of Directors determined that it would be in the best interests of the Company to take advantage of the protections afforded by the bankruptcy laws, particularly with respect to the potential liability for cleanup costs associated with the Company’s former ownership of an interest in OCS Lease 320 in the Sword Unit, Offshore California (see “Litigation”). As of the date of this report, no receiver, fiscal agent or similar officer has been appointed by the Bankruptcy Court. Accordingly, the Company urges that caution be exercised with respect to existing and future investments in the Company’s equity securities.

For the duration of the Company’s Chapter 11 proceedings, the Company’s operations, including the Company’s ability to develop and execute a business plan, are subject to the risks and uncertainties associated with bankruptcy as described under “Risk Factors.” As such, and because the Company’s structure, including its number of outstanding shares, shareholders, majority shareholders, assets, liabilities, officers and/or Directors may be significantly different following the outcome of its pending bankruptcy proceedings as compared to its status immediately prior to filing for Chapter 11 bankruptcy, the description of business operations, planned operations and properties described may not accurately reflect the Company’s operations and business plans following its bankruptcy reorganization.

On December 16, 2011, the Company filed a motion in the United States Bankruptcy Court for the District of Delaware (the “Court” or “Bankruptcy Court”) for joint administration of the Amber Resources Company of Colorado case, the Delta Petroleum Corporation case, the DPCA, LLC case, the Delta Exploration Company, Inc. case, the Delta Pipeline, LLC case, the DLC, Inc. case, the CEC, Inc. case, the Castle Texas Production Limited Partnership case and the Castle Exploration Company, Inc. case. The Court approved the Order for Joint Administration and the cases are jointly administered under the Delta Petroleum Corporation Case No. 11-14006.

leases, establishment of a sale auction date, establishment of a sale hearing date and grants of related relief. On January 11, 2012, the Bankruptcy Court issued an order approving these matters. On March 20, 2012, Delta announced that it was seeking court approval to amend the bidding procedures for its upcoming auction. On March 22, 2012, the Bankruptcy Court approved the revised procedures.

On May 8, 2012, the Debtors obtained approval from the bankruptcy court to proceed with utilizing Laramie Energy II, LLC ("Laramie") as the sponsor of a plan of reorganization. Delta entered into a non-binding term sheet describing a transaction by which Laramie and Delta intend to form a new joint venture, to be called Piceance Energy LLC (“Piceance Energy”). The assets of Piceance Energy are anticipated to consist of both Laramie's and Delta's current Piceance Basin assets. Piceance Energy would be owned 66.66% by Laramie and 33.34% by a newly reorganized Delta Petroleum (“Reorganized Delta”). In addition to the 33.34% membership interest, Piceance Energy would distribute $75 million to Reorganized Delta to be used to pay bankruptcy expenses and to repay secured debt. Reorganized Delta would retain Delta’s interest in Amber, its interest in the Point Arguello unit of offshore California, other miscellaneous assets and certain tax attributes. It is anticipated that the common stock of Reorganized Delta would be owned by Delta’s creditors, and Delta’s current shareholders would not receive any consideration under the reorganization plan.

The deadline for the submission of most claims in the Company’s bankruptcy case expired on March 23, 2012. Claims have been submitted against the Company related to note offerings by Delta for a total of approximately $268,000,000. The Company is not a guarantor of the notes sold by Delta. The Company believes that it has no liability with respect to those notes. The Company intends to take the actions necessary to have the claims submitted against it in connection with the notes denied in full.

A claim was also submitted against the Company by Noble Energy, Inc., the former operator of a lease on which the US Department of Interior has asserted that the former working interest owners are obligated to permanently plug and abandon an exploratory well that was drilled on the lease and to clear the well site. If the former working interest owners are ultimately held liable, the former operator has claimed that the Company is responsible for the payment of its proportionate share of the actual cost of any decommissioning operation. (See note 4 – Contingencies)

In addition, a claim was submitted against the Company by Macquarie Capital (USA) Inc. (“Macquarie”) for an undetermined amount in connection with a financial advisory services engagement letter with Delta. The Company is not a direct party to that engagement letter; however, the Company has not yet determined whether this may be a valid claim against it.

(3) 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 months ended March 31, 2012 and 2011. 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 alleging that the U.S. government materially breached the terms of certain undeveloped 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.

(4) Going Concern

The Company is operating pursuant to Chapter 11 of the Bankruptcy Code and its continuation as a going concern is contingent upon, among other things, its ability to construct and obtain confirmation of a plan of reorganization under the Bankruptcy Code. These matters create substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not reflect any adjustments relating to the recoverability of assets and the classification of liabilities that might result from the outcome of these uncertainties. In addition, a plan of reorganization could materially change the amounts and classifications reported in the consolidated financial statements which do not give effect to any adjustments to the carrying values of assets or amounts of liabilities that might be necessary as a consequence of confirmation of a plan of reorganization.

(5) Contingencies

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. The Court of Appeals did not rule in either party’s favor, but instead issued an order on March 2, 2012 vacating the judgment and sending the case back to the District Court with instructions to vacate the previous order by the government to permanently plug and abandon the well, and to remand the case to the Department of the Interior for a more extensive explanation as to why it interprets its regulations to require that the former owners permanently plug and abandon the well notwithstanding the government’s breach of the lease. It is currently unknown whether or not the former operator will ultimately be successful in the litigation. 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 costs of containment equipment. The operator has indicated that 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 former working interest owners are ultimately held liable, it is likely that the former operator will assert that the Company is responsible for the payment of its proportionate share of the actual cost of any decommissioning operation, and the former operator has filed a claim in the Company’s bankruptcy case seeking reimbursement in such event. The Company’s bankruptcy counsel has advised the Company that if the former operator’s claim is allowed, it would be treated as a pre-petition unsecured claim that would be dealt with as part of the plan of reorganization to be confirmed in the Company’s bankruptcy case, and that once the plan is confirmed, the former operator would be permanently barred from asserting any further claims against the Company based on this matter. There can be no assurance at this time that a plan of reorganization will be confirmed in the Company’s bankruptcy case.

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, 2011. 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 March 31, 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 March 31, 2012, we had working capital of $866,092. Cash used in operating activities was $17,706 during the three months ended March 31, 2012, as compared to cash used in operating activities of $23,750 for the three months ended March 31, 2011. Cash used in operations during the three months ended March 31, 2012 was primarily due to fees related to December 31, 2011 year end reporting. Cash used in operations during the three months ended March 31, 2011 was primarily due to the management fee of $25,000 paid to Delta Petroleum Corporation (“Delta”), a related party.

Results of Operations

Net loss. We reported net losses of $17,706 and $23,750 for the three months ended March 31, 2012 and 2011, 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 months ended March 31, 2012 and 2011.

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 March 31, 2012 and 2011, general and administrative expenses were $18,157 and $25,000, respectively.

Bankruptcy filing

On December 16, 2011 Delta and certain of its subsidiaries, including the Company, filed voluntary petitions under Chapter 11 of the U.S. Bankruptcy Code, in the United States Bankruptcy Court for the District of Delaware. Although we were not required to file for bankruptcy protection, the Board of Directors determined that it would be in the best interests of us and all of our shareholders for us to take advantage of the protections afforded by the bankruptcy laws, particularly with respect to the potential liability for cleanup costs associated with our former ownership of an interest in OCS Lease 320 in the Sword Unit, Offshore California (see “Legal Proceedings,”

Item 1 of Part II herein). As of the date of this report, no receiver, fiscal agent or similar officer has been appointed by the Bankruptcy Court for us. Accordingly, we urge that caution be exercised with respect to existing and future investments in our equity securities.

For the duration of our Chapter 11 proceedings, our operations, including our ability to develop and execute a business plan, are subject to the risks and uncertainties associated with Bankruptcy as described in our Annual Report on Form 10-K for the year ended December 31, 2011 under “Risk Factors.” As such, and because our structure, including our number of outstanding shares, shareholders, majority shareholders, assets, liabilities, officers and/or Directors, may be significantly different following the outcome of our pending Bankruptcy proceedings as compared to our entry into Chapter 11 Bankruptcy, the description of business operations, planned operations and properties described below may not accurately reflect our operations and business plans following our Bankruptcy reorganization.

On December 16, 2011, we filed a motion in the United States Bankruptcy Court for the District of Delaware (the “Court” or “Bankruptcy Court”) for joint administration of the Amber Resources Company of Colorado case, the Delta Petroleum Corporation case, the DPCA, LLC case, the Delta Exploration Company, Inc. case, the Delta Pipeline, LLC case, the DLC, Inc. case, the CEC, Inc. case, the Castle Exploration Company, Inc case and the Castle Texas Production Limited Partnership case. The Court approved the Order for Joint Administration whereby the cases would be procedurally consolidated and jointly administered under the Delta Petroleum Corporation Case No. 11-14006. Unless the context otherwise requires, the phrases "our bankruptcy case," "our Chapter 11 proceeding" or “the Company’s bankruptcy case” in this report refer to the consolidated and jointly administered bankruptcy cases with Delta.

On December 27, 2011, the Debtors filed a motion (the “Sale Motion”) pursuant to Sections 105, 363, and 365 of the Bankruptcy Code for an order authorizing the sale, free and clear of all liens, claims and encumbrances and for the assumption and assignment of executory contracts. The Sale Motion requested an order to approve bid procedures, approves form and manner of notice of the sales, approval of the form and manner of notice of the assumption and assignment including any cure amounts of executor contracts and unexpired leases, establishment of a sale auction date, establishment of a sale hearing date and grants of related relief. On January 11, 2012, the Bankruptcy Court issued an order approving these matters. After it was determined by Delta that the potential value of its tax attributes to potential bidders would be enhanced by amending the bid procedures order to provide the flexibility of structuring the plan of reorganization as a transfer of stock, a sale of assets, or as a combination sale and stock reorganization, and to extend the bid process until the end of April 2012 in order to allow potential bidders additional time to analyze the decision to submit a plan sponsor proposal or a 363 bid by the bid deadline, an appropriate order was sought and obtained from the Bankruptcy Court on March 22, 2012.

by Laramie and 33.34% by a newly reorganized Delta Petroleum (“Reorganized Delta”). In addition to the 33.34% membership interest, Piceance Energy would distribute $75 million to Reorganized Delta to be used to pay bankruptcy expenses and to repay secured debt. Reorganized Delta would retain Delta’s interest in Amber, its interest in the Point Arguello unit of offshore California, other miscellaneous assets and certain tax attributes. It is anticipated that the common stock of Reorganized Delta would be owned by Delta’s creditors, and Delta’s current shareholders would not receive any consideration under the reorganization plan.

The deadline for the submission of most claims in our bankruptcy case expired on March 23, 2012. Claims have been submitted against Amber related to certain subordinated promissory note offerings by Delta for a total amount of approximately $268,000,000. We are not guarantors of the notes sold by Delta and believe that we have no liability with respect to those notes. We intend to take the actions necessary to have the claims submitted against us in connection with the notes denied in full, but this is not likely to occur until after a plan of reorganization has been approved.

A claim was also submitted against Amber by Noble Energy, Inc., the former operator of a lease on which the US Department of Interior has asserted that the former working interest owners are obligated to permanently plug and abandon an exploratory well that was drilled on the lease and to clear the well site. If the former working interest owners are ultimately held liable, the former operator has claimed that Amber is responsible for the payment of its proportionate share of the actual cost of any decommissioning operation. The details of this litigation are discussed in Part II, Item 1 – Legal Proceedings of this report.

In addition, a claim was submitted against Amber by Macquarie Capital (USA) Inc. (“Macquarie”) for an undetermined amount in connection with a financial advisory services engagement letter with Delta. We are not a direct party to that engagement letter; however, we have not yet determined whether this may be a valid claim against us.

Going Concern

We are operating pursuant to Chapter 11 of the Bankruptcy Code and our continuation as a going concern is contingent upon, among other things, our ability to construct and obtain confirmation of a plan of reorganization under the Bankruptcy Code. These matters create substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not reflect any adjustments relating to the recoverability of assets and the classification of liabilities that might result from the outcome of these uncertainties. In addition, a plan of reorganization could materially change the amounts and classifications reported in the financial statements which do not give effect to any adjustments to the carrying values of assets or amounts of liabilities that might be necessary as a consequence of confirmation of a plan of reorganization.

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 March 31, 2012, 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, 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 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:

Litigation

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. The Court of Appeals did not rule in either party’s favor, but instead issued an order on March 2, 2012 vacating the judgment and sending the case back to the District Court with instructions to vacate the previous order by the government to permanently plug and abandon the well, and to remand the case to the Department of the Interior for a more extensive explanation as to why it interprets its regulations to require that the former owners permanently plug and abandon the well notwithstanding the government’s breach of the lease. It is currently unknown whether or not the former operator will ultimately be successful in the litigation. 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 costs of containment equipment. The former operator has indicated that 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 former 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 former working interest owners are ultimately held liable, it is likely that the former operator will assert that we are responsible for the payment of our proportionate share of the actual cost of any decommissioning operation, and the former operator has filed a claim in our bankruptcy case seeking reimbursement in such event. Our bankruptcy counsel has advised us that if the former operator’s claim is allowed, it would be treated as a pre- petition unsecured claim that would be dealt with as part of the plan of reorganization to be confirmed in our bankruptcy case, and that once the plan is confirmed, the former operator would be permanently barred from asserting any further claims against us based on this matter. There can be no assurance at this time that a plan of reorganization will be confirmed in our bankruptcy case

Chapter 11 Proceedings

Refer to “Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS,” in this Quarterly Report for further information regarding our pending Chapter 11 bankruptcy proceedings.

We plan to continue operating our business as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

Other than the legal proceedings described above, we are not a party to, and our properties are not the subject of, any material pending legal proceeding nor to our knowledge, are any such legal proceedings threatened.

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, 2011.

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	Term Sheet setting forth the terms and conditions of a proposed joint venture between Delta Petroleum Corporation and Laramie Energy II, LLC. 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

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: May 15, 2012	By:	/s/ Carl E. Lakey
		Carl E. Lakey
		Principal Executive Officer


	By:	/s/ Kevin K. Nanke
		Kevin K. Nanke
		Principal Financial Officer

AMBER RESOURCES CO OF COLORADO 10-Q