Bergio International, Inc. - Quarter Report: 2009 September (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
[X]
|
Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
|
For
the quarterly period ended September 30,
2009
|
|
[ ]
|
Transition
Report pursuant to 13 or 15(d) of the Securities Exchange Act of
1934
|
For
the transition period to __________
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Commission
File Number: 333-150029
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Bergio International,
Inc.
(Exact
name of small business issuer as specified in its charter)
Delaware
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N/A
|
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employer Identification No.)
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12 Daniel Road E. Fairfield, New Jersey
07004
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(Address
of principal executive offices)
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(973) 227-3230
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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)
|
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 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 (§ 229.405 of this
chapter) during the preceeding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes [ ] No
[X]
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
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[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). [ ] Yes [X]
No
State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date 51,703,500 common shares as of November 10,
2009.
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Page
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PART I – FINANCIAL INFORMATION
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||
3 | ||
4 | ||
7 | ||
7 | ||
PART II – OTHER INFORMATION
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8 | ||
8 | ||
8 | ||
8 | ||
8 | ||
8 | ||
9 |
PART
I - FINANCIAL INFORMATION
Item
1. Financial
Statements
Our
financial statements included in this Form 10-Q are as
follows:
|
|
F-1
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Balance
Sheets as of September 30, 2009 (unaudited) and December 31, 2008
(audited);
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F-2
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Statements
of Operations for the three and nine months ended September 30, 2009 and
2008, and for the period from inception (July 24, 2007) through September
30, 2009 (unaudited);
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F-3
F-4
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Statements
of Stockholders’ Equity from inception (July 24, 2007) to September 30,
2009 (unaudited)
Statements
of Cash Flows for the nine months ended September 30, 2009 and 2008 and
for the period from inception (July 24, 2007) through September 30, 2009
(unaudited);
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F-5
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Notes
to Financial Statements;
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These
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, 2009 are not necessarily indicative of the results that can be
expected for the full year.
(FKA
ALBA MINERAL EXPLORATION INC.)
An
Exploration Stage Company
Balance
Sheets
|
ASSETS | |||||||
September
30,
2009
|
December
31,
2008
|
|||||||
|
(unaudited) |
|
||||||
|
||||||||
CURRENT
ASSETS
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||||||||
Cash
|
$
|
16,669
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$
|
21,430
|
||||
Total
Current Assets
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16,669
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21,430
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||||||
OTHER
ASSETS
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||||||||
Net
assets of discontinued operations
|
|
-
|
-
|
|||||
Total
Other Assets
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-
|
-
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||||||
TOTAL
ASSETS
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$
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16,669
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$
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21,430
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Accounts
payable
|
$
|
26,985
|
$
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23,985
|
||||
Total
Current Liabilities
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26,985
|
$
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23,985
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|||||
STOCKHOLDERS'
EQUITY (DEFICIT)
|
||||||||
Common
stock; 75,000,000 shares authorized,
|
||||||||
at
$0.001 par value, 5,033,450
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||||||||
shares
issued and outstanding
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5,033
|
5,033
|
||||||
Additional
paid-in capital
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30,312
|
30,312
|
||||||
Deficit
accumulated during the exploration stage
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(45,661)
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(37,900)
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||||||
Total
Stockholders' Equity (Deficit)
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(10,316)
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(2,555)
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||||||
TOTAL
LIABILITIES AND
|
||||||||
STOCKHOLDERS'
EQUITY (DEFICIT)
|
$
|
16,669
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$
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21,430
|
The
accompanying notes are an integral part of these financial statements.
BERGIO
INTERNATIONAL, INC.
(FKA
ALBA MINERAL EXPLORATION INC.)
(An
Exploration Stage Company)
Statements
of Operations
(Unaudited)
From
Inception
|
||||||||||||||||
on
July 24,
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||||||||||||||||
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For
the Three Months Ended
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For
the Nine Months Ended
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2007
Through
|
|||||||||||||
September
30,
|
September
30,
|
September
30,
|
||||||||||||||
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
2009 | |||||||
REVENUES
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
OPERATING
EXPENSES
|
||||||||||||||||
General
and administrative
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
Total
Operating Expenses
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
LOSS
FROM OPERATIONS
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
||||||
PROVISION
FOR INCOME TAXES
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
NET
LOSS FROM CONTINUING OPERATIONS
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
DISCONTINUED
OPERATIONS
|
(1,935)
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(505)
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(7,761)
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(9,609)
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(45,661)
|
|||||||||||
NET
LOSS
|
$
|
(1,935)
|
$
|
(505)
|
$
|
(7,761)
|
$
|
(9,609)
|
$
|
(45,661)
|
||||||
BASIC
LOSS PER SHARE
|
$
|
(0.00)
|
$
|
(0.00)
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$
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(0.00)
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$
|
(0.00)
|
||||||||
WEIGHTED
AVERAGE NUMBER
|
||||||||||||||||
OF
SHARES OUTSTANDING
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5,033,450
|
5,033,450
|
5,033,450
|
5,033,450
|
||||||||||||
The
accompanying notes are an integral part of these financial
statements.
BERGIO
INTERNATIONAL, INC.
(FKA
ALBA MINERAL EXPLORATION INC.)
(An
Exploration Stage Company)
Statements
of Stockholders' Deficit
(Unaudited)
Deficit
|
||||||||||||||||||||
Accumulated
|
Total | |||||||||||||||||||
Additional
|
During
the
|
Stockholders'
|
||||||||||||||||||
Common
Stock
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Paid-in
|
Exploration
|
Equity
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
(Deficit)
|
||||||||||||||||
Balance
at inception on
|
||||||||||||||||||||
July
24, 2007
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common
stock issued for
|
||||||||||||||||||||
cash
at $0.001 per share
|
||||||||||||||||||||
on
September 4, 2007
|
2,400,000 | 2,400 | - | - | 2,400 | |||||||||||||||
Common
stock issued for
|
||||||||||||||||||||
cash
at $0.01 per share
|
||||||||||||||||||||
on
November 9, 2007
|
2,560,000 | 2,560 | 23,040 | - | 25,600 | |||||||||||||||
Common
stock issued for
|
||||||||||||||||||||
cash
at $0.10 per share
|
||||||||||||||||||||
on
November 27, 2007
|
73,450 | 73 | 7,272 | - | 7,345 | |||||||||||||||
Net
loss from inception
|
||||||||||||||||||||
through
December 31, 2007
|
- | - | - | (959 | ) | (959 | ) | |||||||||||||
Balance,
December 31, 2007
|
5,033,450 | 5,033 | 30,312 | (959 | ) | 34,386 | ||||||||||||||
Net
loss for the year ended
|
||||||||||||||||||||
December
31, 2008
|
- | - | - | (36,941 | ) | (36,941 | ) | |||||||||||||
Balance,
December 31, 2008
|
5,033,450 | 5,033 | 30,312 | (37,900 | ) | (2,555 | ) | |||||||||||||
Net
loss for the nine months
|
||||||||||||||||||||
ended
September 30, 2009
|
- | - | - | (7,761 | ) | (7,761 | ) | |||||||||||||
Balance,
September 30, 2009
|
5,033,450 | $ | 5,033 | $ | 30,312 | $ | (45,661 | ) | $ | (10,316 | ) |
The
accompanying notes are an integral part of these financial
statements.
BERGIO
INTERNATIONAL, INC.
(FKA
ALBA MINERAL EXPLORATION INC.)
(An
Exploration Stage Company)
Statements
of Cash Flows
(Unaudited)
From
Inception
|
||||||||||||
on
July 24,
|
||||||||||||
For
the Nine Months Ended
|
2007
Through
|
|||||||||||
September
30,
|
September
30,
|
|||||||||||
2009 |
|
2008 |
|
2009 | ||||||||
OPERATING
ACTIVITIES
|
||||||||||||
Net
loss
|
$
|
(7,761)
|
|
$
|
(8,109)
|
$
|
(45,661)
|
|||||
Adjustments
to reconcile net loss to cash flows
|
||||||||||||
from
operating activities:
|
||||||||||||
Changes
in operating assets and liabilites:
|
||||||||||||
Accounts
payable
|
3,000
|
-
|
26,985
|
|||||||||
Net
Cash Used in
|
||||||||||||
Operating
Activities
|
(4,761)
|
(8,109)
|
(18,676)
|
|||||||||
INVESTING
ACTIVITIES
|
-
|
-
|
-
|
|||||||||
FINANCING
ACTIVITIES
|
||||||||||||
Proceeds
from issuance of common stock
|
-
|
-
|
35,345
|
|||||||||
Net
Cash Provided by
|
||||||||||||
Financing
Activities
|
-
|
-
|
35,345
|
|||||||||
NET
INCREASE (DECREASE) IN CASH
|
|
(4,761)
|
|
(8,109)
|
|
16,669
|
||||||
CASH
AT BEGINNING OF PERIOD
|
21,430
|
34,386
|
-
|
|||||||||
CASH
AT END OF PERIOD
|
$
|
16,669
|
$
|
26,277
|
$
|
16,669
|
||||||
SUPPLEMENTAL
DISCLOSURES OF
|
||||||||||||
|
CASH
FLOW INFORMATION
|
|||||||||||
CASH
PAID FOR:
|
||||||||||||
Interest
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Income
Taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
The
accompanying notes are an integral part of these financial
statements.
BERGIO
INTERNATIONAL, INC.
(fka Alba
Mineral Exploration, Inc.)
Notes to
Financial Statements
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, 2009, and for
all periods presented herein, 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, 2008 audited financial statements. The results of operations for
the periods ended September 30, 2009 and 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 in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has not yet established
an ongoing source of revenues sufficient to cover its operating costs and allow
it to continue as a going concern. The ability of the Company to continue as a
going concern is dependent on the Company obtaining adequate capital to fund
operating losses until it becomes profitable. If the Company is unable to obtain
adequate capital, it could be forced to cease operations.
In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management's plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.
The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and 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.
NOTE
3 – SIGNIFICANT ACCOUNTING POLICIES
Use of
Estimates
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. Actual results could differ from those
estimates.
BERGIO
INTERNATIONAL, INC.
(fka Alba
Mineral Exploration, Inc.)
Notes to
Financial Statements
NOTE
3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting
Pronouncements
In May
2009, the FASB issued FAS 165, “Subsequent Events”. This
pronouncement establishes standards for accounting for and disclosing subsequent
events (events which occur after the balance sheet date but before financial
statements are issued or are available to be issued). FAS 165 requires and
entity to disclose the date subsequent events were evaluated and whether that
evaluation took place on the date financial statements were issued or were
available to be issued. It is effective for interim and annual periods ending
after June 15, 2009. The adoption of FAS 165 did not have a material impact on
the Company’s financial condition or results of operation.
In June
2009, the FASB issued FAS 166, “Accounting for Transfers of Financial Assets” an
amendment of FAS 140. FAS 140 is intended to improve the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial assets: the effects of a transfer on its financial position, financial
performance , and cash flows: and a transferor’s continuing involvement, if any,
in transferred financial assets. This statement must be applied as of the
beginning of each reporting entity’s first annual reporting period that begins
after November 15, 2009. The Company does not expect the adoption of FAS 166 to
have an impact on the Company’s results of operations, financial condition or
cash flows.
In June
2009, the FASB issued FAS 167, “Amendments to FASB Interpretation No. 46(R)”.
FAS 167 is intended to (1) address the effects on certain provisions of FASB
Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest
Entities, as a result of the elimination of the qualifying
special-purpose entity concept in FAS 166, and (2) constituent concerns about
the application of certain key provisions of Interpretation 46(R), including
those in which the accounting and disclosures under the Interpretation do not
always provided timely and useful information about an enterprise’s involvement
in a variable interest entity. This statement must be applied as of the
beginning of each reporting entity’s first annual reporting period that begins
after November 15, 2009. The Company does not expect the adoption of FAS 167 to
have an impact on the Company’s results of operations, financial condition or
cash flows.
In June
2009, the FASB issued FAS 168, “The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles”. FAS 168 will become
the source of authoritative U.S. generally accepted accounting principles (GAAP)
recognized by the FASB to be applied by nongovernmental entities. Rules and
interpretive releases of the Securities and Exchange Commission (SEC) under
authority of federal securities laws are also sources of authoritative GAAP for
SEC registrants. On the effective date of this Statement, the Codification will
supersede all then-existing non-SEC accounting and reporting standards. All
other nongrandfathered non-SEC accounting literature not included in the
Codification will become nonauthoritative. This statement is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009.The Company does not expect the adoption of FAS 168 to have
an impact on the Company’s results of operations, financial condition or cash
flows.
BERGIO
INTERNATIONAL, INC.
(fka Alba
Mineral Exploration, Inc.)
Notes to
Financial Statements
NOTE
4 – SUBSEQUENT EVENTS
On
October 19, 2009, in accordance with the Exchange Agreement dated October
19, 2009 the Company acquired all of the issued and outstanding shares of
Diamond Information Institute, Inc. (DII), which resulted in a parent-subsidiary
relationship. In exchange for all of the issued and outstanding shares of DII,
the shareholders of DII received 2,585,175 shares of the
Company’s common stock which represented approximately 60% of the
outstanding common stock following the Acquisition. Concurrently, the Company’s
name was changed to Bergio International, Inc.
There
were 5,033,450 shares of the Company’s common stock outstanding before giving
effect to the stock issuances in the Acquisition and the cancellation of
3,310,000 shares by Mr. Owen Gibson and certain other shareholders. Following
these events, there were 4,308,625 shares outstanding, including:
Shares
Held
by:
2,585,175 DII
Shareholders
1,723,450 Existing
shareholders
The
Company has analyzed its operations subsequent to September 30, 2009 through
November 16, 2009 and has determined that it does not have any other material
subsequent events to disclose in these financial statements.
NOTE
5 – DISCONTINUED OPERATIONS
In September 2009, the
Company determined to discontinued its mineral exploration activities. The
Company subsequently agreed to return those mineral properties to Mr. Owen
Gibson in exchange for 3,310,000 shares of the Company’s common stock.
Accordingly, The Company’s financial statements have been restated to show its
mineral exploration activities as discontinued operations. The Company has no
assets or liabilities related to the discontinued operations as of September 30,
2009. The Company’s Statements of Operations prior to restatement for
discontinued operations are as follows:
Statements
of Operations
|
||||||||||||
From
Inception
|
||||||||||||
on
July 24,
|
||||||||||||
|
For
the Nine Months Ended
|
2007
Through
|
||||||||||
September
30,
|
September
30,
|
|||||||||||
2009
|
2008
|
2009
|
||||||||||
REVENUES
|
$ | - | $ | - | $ | - | ||||||
OPERATING
EXPENSES
|
||||||||||||
General
and administrative
|
7,761 | 9,609 | 45,661 | |||||||||
Total
Operating Expenses
|
7,761 | 9,609 | 45,661 | |||||||||
LOSS
FROM OPERATIONS
|
(7,761 | ) | (9,609 | ) | (45,661 | ) | ||||||
PROVISION
FOR INCOME TAXES
|
- | - | - | |||||||||
NET
LOSS
|
$ | (7,761 | ) | $ | (9,609 | ) | $ | (45,661 | ) |
Item 2. Management’s Discussion and
Analysis or Plan of Operation
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.
Overview
We were
incorporated on July 24, 2007 as Alba Mineral Exploration, Inc. under the laws
of the state of Delaware. We formed a wholly-owned subsidiary, also
known as Alba Mineral Exploration, Inc. (“AME”), an Alberta
corporation. AME was formed to conduct our originally planned mineral
exploration on the Crow Hill mineral claim located on the Baie Verte Peninsula
on Newfoundland Island, Canada.
In
October 2009, subsequent to our reporting period, we acquired the business
operations of Diamond Information Institute, Inc., a New Jersey
corporation. As a result of this transaction, we abandoned our prior
business plan to develop the Crown Hill claim, in order to pursue what we
perceive to be the superior opportunity presented by the acquired
company. Consequently, we have transferred the rights to AME to our
former officer and director, Owen Gibson, and certain of our prior shareholders.
These transactions are more fully described in our Current Report on Form 8-K
filed with the Securities and Exchange Commission on October 21, 2009, which is
incorporated herein by reference.
We are
now in the business of designing and manufacturing upscale jewelry.We relocated
our principal executive offices to 12 Daniel Road E. Fairfield, New Jersey
07004, and our telephone number is now (973) 227-3230. We have also
changed our name from Alba Mineral Exploration, Inc. to Bergio International,
Inc., and have discontinued all prior business operations in favor of the
business plan and operations of the acquired operations which will be our only
significant operations going forward.
Results
of Operations for the Three and Nine Months Ended September 30, 2009 and
2008
Unless
specifically noted otherwise, the information and discussions contained in this
quarterly report on Form 10-Q reflect the financial condition and results of
operations of Alba Mineral Exploration, Inc., a Delaware corporation, and its
subsidiary, Alba Mineral Exploration, Inc., an Alberta corporation, for the
period ended September 30, 2009.
We did
not earn any revenues from inception on July 24, 2007 through the period ending
September 30, 2009. 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 $45,661 from our
inception on July 24, 2007 through the period ending September 30,
2009. We incurred operating expenses and net losses and in the amount
of $1,935 during the three months ended September 30, 2009, compared to
operating expenses and net losses in the amount of $505 during the three months
ended September 30, 2008. We incurred operating expenses and net losses and in
the amount of $7,761 during the nine months ended September 30, 2009, compared
to operating expenses and net losses in the amount of $9,609 during the nine
months ended September 30, 2008. Our operating expenses from inception through
September 30, 2009 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, 2009, we had current assets in the amount of $16,669, consisting
entirely of cash. We had current liabilities in the amount of $26,985 as of
September 30, 2009. Thus, we had a working capital deficit of $10,316 as of
September 30, 2009.
We do not anticipate earning revenues until such time that enter into commercial production of our mineral property. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources our mineral property, or if such resources are discovered, that we will enter into commercial production.
Off
Balance Sheet Arrangements
As of
September 30, 2009, 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 deficit of $10,316 as of September 30, 2009 and have accumulated
a deficit of $45,661 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 May
2009, the FASB issued FAS 165, “Subsequent Events”. This
pronouncement establishes standards for accounting for and disclosing subsequent
events (events which occur after the balance sheet date but before financial
statements are issued or are available to be issued). FAS 165 requires and
entity to disclose the date subsequent events were evaluated and whether that
evaluation took place on the date financial statements were issued or were
available to be issued. It is effective for interim and annual periods ending
after June 15, 2009. The adoption of FAS 165 did not have a material
impact on the Company’s financial condition or results of
operation.
In June
2009, the FASB issued FAS 166, “Accounting for Transfers of Financial Assets” an
amendment of FAS 140. FAS 140 is intended to improve the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial assets: the effects of a transfer on its financial position, financial
performance , and cash flows: and a transferor’s continuing involvement, if any,
in transferred financial assets. This statement must be applied as of the
beginning of each reporting entity’s first annual reporting period
that begins after November 15, 2009. The Company does not expect the
adoption of FAS 166 to have an impact on the Company’s results of
operations, financial condition or cash flows.
In June
2009, the FASB issued FAS 167, “Amendments to FASB Interpretation No. 46(R) ”.
FAS 167 is intended to (1) address the effects on certain provisions of FASB
Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest
Entities, as a result of the elimination of the qualifying
special-purpose entity concept in FAS 166, and (2) constituent concerns about
the application of certain key provisions of Interpretation 46(R), including
those in which the accounting and disclosures under the Interpretation do not
always provided timely and useful information about an enterprise’s involvement
in a variable interest entity. This statement must be applied as of the
beginning of each reporting entity’s first annual reporting period
that begins after November 15, 2009. The Company does not expect the
adoption of FAS 167 to have an impact on the Company’s results of
operations, financial condition or cash flows.
In June
2009, the FASB issued FAS 168, “The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles”. FAS 168 will become
the source of authoritative U.S. generally accepted accounting principles (GAAP)
recognized by the FASB to be applied by nongovernmental entities. Rules and
interpretive releases of the Securities and Exchange Commission (SEC) under
authority of federal securities laws are also sources of authoritative GAAP for
SEC registrants. On the effective date of this Statement, the Codification will
supersede all then-existing non-SEC accounting and reporting standards. All
other nongrandfathered non-SEC accounting literature not included in the
Codification will become nonauthoritative. This statement is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009.The Company does not expect the adoption of FAS
168 to have an impact on the Company’s results of operations, financial
condition or cash flows.
Item 3. Quantitative and Qualitative
Disclosures About Market Risk
A smaller
reporting company is not required to provide the information required by this
Item.
Item 4T. Controls and
Procedures
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, 2009. This evaluation
was carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, Berge Abajian. Based
upon that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of September 30, 2009, 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,
2009.
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
Item 1. Legal
Proceedings
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.
Item 1A: Risk Factors
A smaller
reporting company is not required to provide the information required by this
Item.
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds
We had no
unregistered sales of equity securities for the period ended September 30,
2009.
Item 3. Defaults upon Senior
Securities
None
Item 4. Submission of Matters to a
Vote of Security Holders
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, 2009.
Item 5. Other Information
None
Item 6. Exhibits
Exhibit
Number
|
Description
of Exhibit
|
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.
BERGIO
INTERNATIONAL, INC.
|
|
Date:
|
November
16, 2009
|
By: /s/Berge
Abajian
Berge
Abajian
Title: Chief
Executive Officer and Chief Financial Officer
|