Bergio International, Inc. - Quarter Report: 2008 September (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
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[X]
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Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
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For
the quarterly period ended September 30,
2008
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[ ]
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Transition
Report pursuant to 13 or 15(d) of the Securities Exchange Act of
1934
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For
the transition period to __________
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Commission
File Number: 333-150029
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Alba Mineral Exploration,
Inc.
(Exact
name of small business issuer as specified in its charter)
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Delaware
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n/a
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(State
or other jurisdiction of incorporation or organization)
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(IRS
Employer Identification No.)
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2
Mic Mac Place,
Lethbridge,
Alberta, Canada T1K 5H6
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(Address
of principal executive offices)
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(403)
331-0606
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(Issuer’s
telephone number)
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_______________________________________________________________
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(Former
name, former address and former fiscal year, if changed since last
report)
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Check
whether the issuer (1) 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 issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days [X]
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.
[ ] Large
accelerated
filer [
] Accelerated filer
[ ]
Non-accelerated
filer [X]
Smaller reporting company
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). [X] Yes [ ] No
State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 5,033,450 common shares as of
November 10, 2008
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Page
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PART I – FINANCIAL
INFORMATION
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PART II – OTHER
INFORMATION
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| Risk Factors | ||
PART
I - FINANCIAL INFORMATION
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Our
unaudited financial statements included in this Form 10-Q are as
follows:
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| F-2 | Statements of Operations for the three and nine months ended September 30, 2008, and for the period from Inception on July 24, 2007 through September 30, 2008 (unaudited); |
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These
unaudited financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and the SEC instructions to Form 10-Q. In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included. Operating results for the interim
period ended September 30, 2008 are not necessarily indicative of the results
that can be expected for the full year.
ALBA
MINERAL EXPLORATION, INC.
(An Exploration Stage Company)
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ASSETS
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September
30, 2008 |
December
31, 2007 |
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(unaudited)
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CURRENT
ASSETS
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Cash
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$ | 26,277 | $ | 34,386 | |
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Total
Current Assets
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26,277 | 34,386 | |||
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OTHER
ASSETS
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Mineral
properties
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- | - | |||
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Total
Other Assets
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- | - | |||
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TOTAL
ASSETS
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$ | 26,277 | $ | 34,386 | |
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LIABILITIES AND
STOCKHOLDERS' EQUITY
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CURRENT
LIABILITIES
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|||||
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Accounts
payable
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$ | - | $ | - | |
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Total
Current Liabilities
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- | - | |||
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STOCKHOLDERS'
EQUITY
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Common
stock; 75,000,000 shares authorized, at $0.001 par value,
5,033,450 shares issued and outstanding
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5,033 | 5,033 | |||
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Additional
paid-in capital
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30,312 | 30,312 | |||
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Deficit
accumulated during the exploration stage
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(9,068) | (959) | |||
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Total
Stockholders' Equity
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26,277 | 34,386 | |||
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TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
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$ | 26,277 | $ | 34,386 | |
The
accompanying notes are an integral part of these financial
statements.
ALBA
MINERAL EXPLORATION, INC.
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For
the Three Months
Ended |
From
Inception on July
24, |
For
the Nine Months
Ended |
From
Inception on July
24, |
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REVENUES
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$ | - | $ | - | $ | - | $ | - | |||
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OPERATING
EXPENSES
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General
and administrative
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505 | - | 8,109 | 9,068 | |||||||
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Total
Expenses
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505 | - | 8,109 | 9,068 | |||||||
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LOSS
BEFORE INCOME TAXES
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(505) | - | (8,109) | (9,068) | |||||||
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INCOME
TAX EXPENSE
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- | - | - | ||||||||
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NET
LOSS
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$ | (505) | $ | - | $ | (8,109) | $ |
(9,068)
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BASIC
LOSS PER SHARE
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$ | (0.00) | $ | 0.00 | $ | (0.00) | |||||
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WEIGHTED
AVERAGE NUMBER OF SHARES
OUTSTANDING
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5,033,450 | 2,400,000 | 5,033,450 | ||||||||
The
accompanying notes are an integral part of these financial
statements.
ALBA
MINERAL EXPLORATION, INC.
(An Exploration Stage Company)
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Common
Stock
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Additional Paid-in |
Deficit Accumulated |
Total Stockholders' |
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Shares
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Amount
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Capital
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Stage
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Equity
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Balance
at inception on July 24, 2007
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- | $ | - | $ | - | $ | - | $ | - | ||||
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Common
stock issued for cash at $0.001 per share on September
4, 2007
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2,400,000 | 2,400 | - | - | 2,400 | ||||||||
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Common
stock issued for cash at $0.01 per share on November 9,
2007
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2,560,000 | 2,560 | 23,040 | - | 25,600 | ||||||||
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Common
stock issued for cash at $0.10 per share on November 27,
2007
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73,450 | 73 | 7,272 | - | 7,345 | ||||||||
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Net
loss from inception through December 31, 2007
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- | - | - | (959) | (959) | ||||||||
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Balance,
December 31, 2007
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5,033,450 | 5,033 | 30,312 | (959) | 34,386 | ||||||||
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Net
loss for the nine months ended September 30,
2008
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- | - | - | (8,109) | (8,109) | ||||||||
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Balance,
September 30, 2008
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5,033,450 | $ | 5,033 | $ | 30,312 | $ | (9,068) | $ | 26,277 | ||||
The
accompanying notes are an integral part of these financial
statements.
ALBA
MINERAL EXPLORATION, INC.
(An Exploration Stage Company)
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For
the Nine Months
Ended |
From Inception
2007
Throughon
July 24,
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From
Inception on July
24,September
30, 2008 |
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OPERATING
ACTIVITIES
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Net
loss
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$ | (8,109) | $ | - | $ | (9,068) | ||
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Adjustments
to reconcile net loss to cash flows from operating
activities:
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Changes
in operating assets and liabilites:
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Accounts
payable
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- | - | - | |||||
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Net
Cash Used by
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Operating
Activities
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(8,109) | - | (9,068) | |||||
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INVESTING
ACTIVITIES
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- | - | - | |||||
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FINANCING
ACTIVITIES
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Proceeds
from issuance of common stock
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- | 2,400 | 35,345 | |||||
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Net
Cash Provided by
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Financing
Activities
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- | 2,400 | 35,345 | |||||
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NET
DECREASE IN CASH
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(8,109) | 2,400 | 26,277 | |||||
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CASH
AT BEGINNING OF PERIOD
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34,386 | - | - | |||||
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CASH
AT END OF PERIOD
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$ | 26,277 | $ | 2,400 | $ | 26,277 | ||
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SUPPLEMENTAL
DISCLOSURES OF CASH FLOW
INFORMATION
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CASH
PAID FOR:
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Interest
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$ | - | $ | - | ||||
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Income
Taxes
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$ | - | $ | - | ||||
The
accompanying notes are an integral part of these financial
statements.
ALBA
MINERAL EXPLORATION, INC.
(An
Exploration Stage Company)
NOTE
1 - CONDENSED FINANCIAL STATEMENTS
The
accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at September 30, 2008 and for all
periods presented have been made.
Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. It is suggested that
these condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December 31, 2007 audited
financial statements. The results of operations for the period ended
September 30, 2008 are not necessarily indicative of the operating results for
the full years.
NOTE
2 - GOING CONCERN
The
Company’s financial statements are prepared using generally accepted accounting
principles applicable to a going concern which contemplates the realization of
assets and liquidation of liabilities in the normal course of
business. The Company has had no revenues and has generated losses
from operations.
In
order to continue as a going concern and achieve a profitable level of
operations, the Company will need, among other things, additional capital
resources and to develop a consistent source of
revenues. Management’s plans include of investing in and developing
all types of businesses related to the mineral extraction industry.
The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plan described in the preceding paragraph
and eventually attain profitable operations. The accompanying
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
Forward-Looking
Statements
Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of
1934. These forward-looking statements generally are identified
by the words “believes,” “project,” “expects,” “anticipates,” “estimates,”
“intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions. We intend
such forward-looking statements to be covered by the safe-harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and are including this statement for purposes of complying with
those safe-harbor provisions. Forward-looking statements are based on
current expectations and assumptions that are subject to risks and uncertainties
which may cause actual results to differ materially from the forward-looking
statements. Our ability to predict results or the actual effect of future plans
or strategies is inherently uncertain. Factors which could have a
material adverse affect on our operations and future prospects on a consolidated
basis include, but are not limited to: changes in economic conditions,
legislative/regulatory changes, availability of capital, interest rates,
competition, and generally accepted accounting principles. These risks and
uncertainties should also be considered in evaluating forward-looking statements
and undue reliance should not be placed on such statements. We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise. Further information concerning our business, including
additional factors that could materially affect our financial results, is
included herein and in our other filings with the SEC.
Company
Overview and Plan of Operation
We are an
exploration stage company that intends to engage in the exploration of mineral
properties. We have acquired a mineral claim that we refer to as the
Crow Hill mineral claim. Exploration of this mineral claim is required before a
final determination as to its viability can be made.
The
property is located on the east side of the Baie Verte highway (Route 410)
approximately 8 km (about 5 miles) south-southwest of Flat Water Pond on the
Baie Verte Peninsula, Newfoundland, Canada. It can be accessed from
the Baie Verte highway via secondary roads and several 4x4 tracks.
Our plan
of operations is to carry out exploration work on this claim in order to
ascertain whether it possesses commercially exploitable quantities of gold and
other metals. We will not be able to determine whether or not the
Crow Hill mineral claim contains a commercially exploitable mineral deposit, or
reserve, until appropriate exploratory work is done and an economic evaluation
based on that work indicates economic viability.
Phase I
of our exploration program was originally planned to begin in the Summer of
2008. We have experienced some difficulty, however, in retaining a
geologist who is available to perform the necessary field work. Phase
I is now expected to begin late in early in 2009 and will cost
approximately
$11,290. This phase will consist of a thorough review of the geologic
literature, compilation of maps and cross sections pertinent to the Crow Hill
property, as well as on-site surface reconnaissance, mapping, sampling, and
geochemical analyses. Phase II of our program will consist of
on-site trenching, mapping, and sampling, followed by geochemical analyses of
the various samples gathered and preparation of a report and data
compilation. Phase II of our exploration program will cost
approximately $13,290 and is now expected to commence in the Summer
of 2009. The existence of commercially exploitable mineral deposits
in the Crow Hill mineral claim is unknown at the present time and we will not be
able to ascertain such information until we receive and evaluate the results of
our exploration program.
Description
and Location of the Crow Hill mineral claim
The Crow
Hill property is located on the Baie Verte Peninsula on Newfoundland Island,
Canada. It comprises 575 hectares (1421 acres), approximately
centered at latitude 490 42’ 43"
North, longitude 560 20’ 25"
West (UTM Zone 21, 547565 Easting - 5506598 Northing). It lies within
the area covered by NTS map sheet 12H09.
The
Government of Newfoundland and Labrador owns the land covered by the Crow Hill
mineral claim. Currently, we are not aware of any native land claims that might
affect the title to the mineral claim or to Newfoundland and Labrador’s title of
the property. Although we are unaware of any situation that would threaten this
claim, it is possible that a native land claim could be made in the future. The
federal and provincial government policy at this time is to consult with all
potentially affected native bands and other stakeholders in the area of any
potential commercial production. If we should encounter a situation where a
native person or group claims and interest in this claim, we may choose to
provide compensation to the affected party in order to continue with our
exploration work, or if such an option is not available, we may have to
relinquish any interest that we hold in this claim.
Plan
of Operations
Our
business plan is to proceed with the exploration of the Crow Hill mineral claim
to determine whether there are commercially exploitable reserves of gold or
other metals. We intend to proceed with the initial exploration
program as recommended by our consulting geologist. The recommended geological
program will cost a total of approximately $24,580. We had $26,277 in working
capital as of September 30, 2008. Our plan of operations for our
first full fiscal year is to begin the recommended exploration program on the
Crow Hill mineral claim.
Phase I
would consist of a review of the geologic literature pertinent to the Crow Hill
property, as well as on site surface reconnaissance, mapping, sampling, and
geochemical analyses. This phase of the program will cost
approximately $11,290. We currently anticipate commencing this phase
of exploration late in early in 2009.
Phase II
would entail on-site trenching, mapping and sampling, followed by geochemical
analyses of the samples taken and compilation of the data. The Phase
II program will cost approximately $13,290. We anticipate commencing
this phase in the Summer of 2009.
We have
not retained a geologist to conduct any of the anticipated exploration
work.
Once we
receive the analyses of our initial exploration program, our board of directors,
in consultation with our consulting geologist will assess whether to proceed
with additional mineral exploration programs. In making this
determination to proceed with a further exploration, we will make an assessment
as to whether the results of the initial program are sufficiently positive to
enable us to proceed. This assessment will include an evaluation of
our cash reserves after the completion of the initial exploration, the price of
minerals, and the market for the financing of mineral exploration projects at
the time of our assessment.
In the
event our board of directors, in consultation with our consulting geologist,
chooses to conduct further mineral exploration programs beyond the initial
program, we will require additional financing. While we have
sufficient funds on hand to cover the currently planned exploration costs, we
will require additional funding in order to cover our administrative expenses
and undertake further exploration programs on the Crow Hill mineral claim and to
cover all of our anticipated administrative expenses.
In order
to cover the administrative expenses associated with our operations, and in the
event that additional exploration programs on the Crow Hill claim are
undertaken, we anticipate that additional funding will be required in the form
of equity financing from the sale of our common stock and from loans from our
director. We cannot provide investors with any assurance, however,
that we will be able to raise sufficient funding from the sale of our common
stock to fund all of our anticipated expenses. We do not have any
arrangements in place for any future equity financing. We believe
that outside debt financing will not be an alternative for funding exploration
programs on the Crow Hill property. The risky nature of this enterprise and lack
of tangible assets other than our mineral claim places debt financing beyond the
credit-worthiness required by most banks or typical investors of corporate debt
until such time as an economically viable mine can be demonstrated.
In the
event the results of our initial exploration program proves not to be
sufficiently positive to proceed with further exploration on the Crow Hill
mineral claim, we intend to seek out and acquire interests in North American
mineral exploration properties which, in the opinion of our consulting
geologist, offer attractive mineral exploration
opportunities. Presently, we have not given any consideration to the
acquisition of other exploration properties because we have not yet commenced
our initial exploration program and have not received any results.
During
this exploration stage Mr. Gibson, our President, will only be devoting
approximately five to ten hours per week of his time to our
business. We do not foresee this limited involvement as negatively
impacting our company over the next twelve months as all exploratory work is
being performed by outside consultants. If, however, the demands of
our business require more business time of Mr. Gibson such as raising additional
capital or addressing unforeseen issues with regard to our exploration efforts,
he is prepared to devote more time to our business. However, he may not be able
to devote sufficient time to the management of our business, as and when
needed.
Mineral
Exploration Program
In order
to evaluate the exploration potential of the Crow Hill claim, our consulting
geologist has recommended a thorough review of the literature of the region to
provide background information on the local and regional geology. In
addition, our geologist has recommended site surface reconnaissance, mapping,
sampling, and trenching to be followed by geochemical
analyses
of the samples to be taken. The primary goal of the exploration
program is to identify sites for exploratory drilling.
| Exploration Budget | ||
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Phase
I
|
Exploration
Expenditure
|
|
| Review of geologic literature, compilation of maps & cross sections | $ | 3,000 |
| On site surface reconnaissance, mapping and sampling | $ | 4,200 |
| Geochemical Analyses | $ | 1,800 |
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Other
expenses
|
$ | 2,290 |
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Phase II
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| On site trenching, mapping, and sampling | $ | 8,000 |
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Geochemical
Analyses
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$ | 1,800 |
| Data compilation and report preparation | $ | 1,200 |
|
Other
expenses
|
$ | 2,290 |
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Total,
Phases I and II
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$ | 24,580 |
While we
have not commenced the field work phase of our initial exploration program, we
intend to proceed with the initial exploratory work as
recommended. We currently expect that Phase I will begin in early
2009, with Phase II to begin in the Summer of 2009. Upon our review
of the results, we will assess whether the results are sufficiently positive to
warrant additional phases of the exploration program. We will make
the decision to proceed with any further programs based upon our consulting
geologist’s review of the results and recommendations. In order to
cover our anticipated administrative costs and in order to complete significant
additional exploration beyond the currently planned Phase I and Phase II, we
will need to raise additional capital.
We do not
have plans to purchase any significant equipment or change the number of our
employees during the next twelve months.
We have
no employees other than our president and CEO, Mr. Gibson. We conduct our
business largely through agreements with consultants and other independent third
party vendors.
Results
of Operations for the three and nine months ended September 30,
2008
We did
not earn any revenues from inception on July 24, 2007 through the period ending
September 30, 2008. We are presently in the development stage of our business
and we can provide no assurance that we will produce significant revenues from
the development of our mineral property or, if revenues are earned, that we will
be profitable.
We
incurred operating expenses and net losses in the amount of $9,068 from our
inception on July 24, 2007 through the period ending September 30,
2008. We incurred operating expenses and net losses and in the amount
of $505 during the three months ended September 30, 2008 and in the amount of
$8,109 in the nine months ended September 30, 2008. Our operating expenses from
inception through September 30, 2008 consisted entirely of general and
administrative expenses. Our losses are attributable to our operating
expenses combined with a lack of any revenues during our current stage of
development. We anticipate our operating expenses will increase as we continue
with our plan of operations and begin the recommended exploration work on our
mineral claim.
Liquidity
and Capital Resources
As of
September 30, 2008, we had cash of $26,277 and working capital of $26,277. Our
cash on hand will allow us to cover our anticipated expenses for the next
calendar year, but may not be sufficient to fund operations beyond the current
fiscal year and will not be sufficient to pay any significant unanticipated
expenses. We currently do not have any operations and we have no income. We will
require additional financing to sustain our business operations for any
significant period of time beyond the upcoming calendar year. We currently do
not have any arrangements for financing and we may not be able to obtain
financing when required.
We have
not attained profitable operations and may be dependent upon obtaining financing
to pursue our long-term business plan. For these reasons our auditors stated in
their report that they have substantial doubt we will be able to continue as a
going concern.
Off
Balance Sheet Arrangements
As of
September 30, 2008, there were no off balance sheet arrangements.
Going
Concern
Our
financial statements have been prepared on a going concern basis. We have a
working capital of $26,277 as of September 30, 2008 and have accumulated a
deficit of $9,068 since inception. Our ability to continue as a going concern is
dependent upon our ability to generate profitable operations in the future
and/or to obtain the necessary financing to meet our obligations and repay our
liabilities arising from normal business operations when they come due. The
outcome of these matters cannot be predicted with any certainty at this time.
These factors raise substantial doubt that we will be able to continue as a
going concern. Management plans to continue to provide for our capital needs by
the issuance of common stock and related party advances.
Critical
Accounting Policies
In
December 2001, the SEC requested that all registrants list their most “critical
accounting polices” in the Management Discussion and Analysis. The SEC indicated
that a “critical accounting policy” is one which is both important to the
portrayal of a company’s financial condition and results, and requires
management’s most difficult, subjective or complex judgments, often as a result
of the need to make estimates about the effect of matters that are inherently
uncertain. There are no critical accounting policies for the company as this
time.
Recently Issued Accounting
Pronouncements
In
September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 157, “Fair Value Measurements” which defines
fair value, establishes a framework for measuring fair value in generally
accepted accounting principles (GAAP), and expands disclosures about fair value
measurements. Where applicable, SFAS No. 157 simplifies and codifies
related guidance within GAAP and does not require any new fair value
measurements. SFAS No. 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier adoption is encouraged. The Company does
not expect the adoption of SFAS No. 157 to have a significant effect on its
financial position or results of operation.
In June
2006, the Financial Accounting Standards Board issued FASB
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an
interpretation of FASB Statement No. 109”, which prescribes a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax
return. FIN 48 also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition. FIN 48 is effective for fiscal years beginning after
December 15, 2006. The Company does not expect the adoption of FIN 48
to have a material impact on its financial reporting, and the Company is
currently evaluating the impact, if any, the adoption of FIN 48 will have on its
disclosure requirements.
In March
2006, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 156, “Accounting for Servicing of Financial Assets—an
amendment of FASB Statement No. 140.” This statement requires an entity to
recognize a servicing asset or servicing liability each time it undertakes an
obligation to service a financial asset by entering into a servicing contract in
any of the following situations: a transfer of the servicer’s financial assets
that meets the requirements for sale accounting; a transfer of the servicer’s
financial assets to a qualifying special-purpose entity in a guaranteed mortgage
securitization in which the transferor retains all of the resulting securities
and classifies them as either available-for-sale securities or trading
securities; or an acquisition or assumption of an obligation to service a
financial asset that does not relate to financial assets of the servicer or its
consolidated affiliates. The statement also requires all separately recognized
servicing assets and servicing liabilities to be initially measured at fair
value, if practicable, and permits an entity to choose either the amortization
or fair value method for subsequent measurement of each class of servicing
assets and liabilities. The statement further permits, at its initial adoption,
a one-time reclassification of available for sale securities to trading
securities by entities with recognized servicing rights, without calling into
question the treatment of other available for sale securities
under
Statement 115, provided that the available for sale securities are identified in
some manner as offsetting the entity’s exposure to changes in fair value of
servicing assets or servicing liabilities that a servicer elects to subsequently
measure at fair value and requires separate presentation of servicing assets and
servicing liabilities subsequently measured at fair value in the statement of
financial position and additional disclosures for all separately recognized
servicing assets and servicing liabilities. This statement is effective for
fiscal years beginning after September 15, 2006, with early adoption permitted
as of the beginning of an entity’s fiscal year. Management believes the adoption
of this statement will have no immediate impact on the Company’s financial
condition or results of operations.
A smaller
reporting company is not required to provide the information required by this
Item.
We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of September 30, 2008. This evaluation
was carried out under the supervision and with the participation of our Chief
Executive Officer and our Chief Financial Officer, Mr. Owen Gibson. Based upon
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of September 30, 2008, our disclosure controls and procedures
are effective. There have been no changes in our internal controls
over financial reporting during the quarter ended September 30,
2008.
Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.
Limitations on the
Effectiveness of Internal Controls
Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving our objectives and our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at that reasonable assurance level. Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
internal control. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. Over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate.
PART
II – OTHER INFORMATION
We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.
A smaller
reporting company is not required to provide the information required by this
Item.
None.
None
No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended
September 30, 2008.
None
|
Exhibit
Number
|
Description
of Exhibit
|
|
3.1
|
Articles
of Incorporation (1)
|
|
3.2
|
ByLaws
(1)
|
|
(1)
|
Previously
included as an exhibit to the Current Report on Form S-1 filed with the
Securities and Exchange Commission on April 1,
2008.
|
SIGNATURES
In
accordance with the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
Alba
Mineral Exploration, Inc.
|
|
|
Date:
|
November
12, 2008
|
|
By: /s/Owen
Gibson
Owen
Gibson
Title: Chief
Executive Officer, Chief Financial Officer, Principal Accounting
Officer and Director
|