Bergio International, Inc. - Quarter Report: 2009 March (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
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For
the quarterly period ended March 31,
2009
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|
[ ]
|
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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Alba Mineral Exploration,
Inc.
(Exact
name of small business issuer as specified in its charter)
Delaware
|
n/a
|
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employer Identification No.)
|
2
Mic Mac Place,
Lethbridge,
Alberta, Canada T1K 5H6
|
(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)
|
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 May 14,
2009
Page
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PART I – FINANCIAL
INFORMATION
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Controls and Procedures | ||
PART II – OTHER
INFORMATION
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PART
I - FINANCIAL INFORMATION
Our
financial statements included in this Form 10-Q are as
follows:
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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 March
31, 2009 are not necessarily indicative of the results that can be expected for
the full year.
3
ALBA
MINERAL EXPLORATION, INC.
(An Exploration Stage Company)
ASSETS
|
|||||
|
|||||
March
31,
2009
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December
31,
2008
|
||||
(Unaudited)
|
|||||
CURRENT
ASSETS
|
|||||
Cash
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$
|
20,525
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$
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21,430
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|
Total
Current Assets
|
20,525
|
21,430
|
|||
OTHER
ASSETS
|
|||||
Mineral
properties
|
-
|
-
|
|||
Total
Other Assets
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-
|
-
|
|||
TOTAL
ASSETS
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$
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20,525
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$
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21,430
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)
|
|||||
CURRENT
LIABILITIES
|
|||||
Accounts
payable
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$
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26,485
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$
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23,985
|
|
Total
Current Liabilities
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26,485
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$
|
23,985
|
||
STOCKHOLDERS'
EQUITY (DEFICIT)
|
|||||
Common
stock; 75,000,000 shares authorized, at $0.001 par value, 5,033,450
shares
issued and outstanding
|
5,033
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5,033
|
|||
Additional
paid-in capital
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30,312
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30,312
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|||
Deficit
accumulated during the exploration stage
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(41,305)
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(37,900)
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|||
Total
Stockholders' Equity (Deficit)
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(5,960)
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(2,555)
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|||
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|||||
TOTAL
LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT)
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$
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20,525
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$
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21,430
|
The
accompanying notes are an integral part of these financial
statements.
F-1
ALBA
MINERAL EXPLORATION, INC.
(An Exploration Stage Company)
Statements of
Operations
(Unaudited)
For
the Three Months Ended March
31, |
From
Inception on July
24, |
|||||||
2009
|
2008
|
2009
|
||||||
REVENUES
|
$ | - | $ | - | $ | - | ||
OPERATING
EXPENSES
|
||||||||
General
and administrative
|
3,405 | 6,071 | 41,305 | |||||
Total
Operating Expenses
|
3,405 | 6,071 | 41,305 | |||||
LOSS
FROM OPERATIONS
|
(3,405) | (6,071) | (41,305) | |||||
PROVISION
FOR INCOME TAXES
|
- | - | - | |||||
NET
LOSS
|
$ | (3,405) | $ | (6,071) | $ | (41,305) | ||
BASIC
LOSS PER SHARE
|
$ | (0.00) | $ | (0.00) | ||||
WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING
|
5,033,450 | 5,033,450 |
The
accompanying notes are an integral part of these financial
statements.
F-2
ALBA
MINERAL EXPLORATION, INC.
(An Exploration Stage Company)
Common
Stock
|
Additional Paid-in |
Deficit Accumulated |
Total
Stockholders'
|
||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
|||||||||
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
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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
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- | - | - | (959) | (959) | ||||||||
Balance,
December 31, 2007
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5,033,450 | 5,033 | 30,312 | (959) | 34,386 | ||||||||
Net
loss for the year ended December 31,
2008
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- | - | - | (36,941) | (36,941) | ||||||||
Balance,
December 31, 2008
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5,033,450 | 5,033 | 30,312 | (37,900) | (2,555) | ||||||||
Net
loss for the three months ended March 31, 2009
(unaudited)
|
- | - | - | (3,405) | (3,405) | ||||||||
Balance,
March 31, 2009 (unaudited)
|
5,033,450 | $ | 5,033 | $ | 30,312 | $ | (41,305) | $ | (5,960) |
The
accompanying notes are an integral part of these financial
statements.
F-3
ALBA
MINERAL EXPLORATION, INC.
(An Exploration Stage Company)
Statements of Cash
Flows
(Unaudited)
For
the three Months Ended March
31, |
From
Inception on July
24, |
|||||||
2009
|
2008
|
2009
|
||||||
OPERATING
ACTIVITIES
|
||||||||
Net
loss
|
$ | (3,405) | $ | (6,071) | $ | (41,305) | ||
Adjustments
to reconcile net loss to cash flows
|
||||||||
from
operating activities:
|
||||||||
Changes
in operating assets and liabilites:
|
||||||||
Accounts
payable
|
2,500 | 2,000 | 26,485 | |||||
Net
Cash Used in Operating Activities
|
(905) | (4,071) | (14,820) | |||||
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
|
(905) | (4,071) | 20,525 | |||||
CASH
AT BEGINNING OF PERIOD
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21,430 | 34,386 | - | |||||
CASH
AT END OF PERIOD
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$ | 20,525 | $ | 30,315 | $ | 20,525 | ||
SUPPLEMENTAL
DISCLOSURES OF
|
||||||||
CASH
FLOW INFORMATION
|
||||||||
CASH
PAID FOR:
|
||||||||
Interest
|
$ | - | $ | - | $ | - | ||
Income
Taxes
|
$ | - | $ | - | $ | - |
The
accompanying notes are an integral part of these financial
statements.
ALBA
MINERAL EXPLORATION, INC.
March
31, 2009 and December 31, 2008
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 March 31, 2009 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, 2008 audited
financial statements. The results of operations for the period ended
March 31, 2009 and March 31, 2008 are not necessarily indicative of the
operating results for the full year.
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 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.
ALBA
MINERAL EXPLORATION, INC.
Notes
to the Condensed Financial Statements
March
31, 2009 and December 31, 2008
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.
Recent
Accounting Pronouncements
In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses
whether instruments granted in share-based payment transactions are
participating securities prior to vesting, and therefore need to be included in
the computation of earnings per share under the two-class method as described in
FASB Statement of Financial Accounting Standards No. 128, “Earnings per
Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal
years beginning on or after December 15, 2008 and earlier adoption is
prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe
that FSP EITF 03-6-1 would have material effect on our consolidated financial
position and
results of operations if adopted.
In May 2008, the
Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for
Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No.
60”. SFAS No. 163 clarifies
how Statement 60 applies to financial guarantee insurance contracts, including
the recognition and measurement of premium revenue and claims
liabilities. This statement also requires expanded disclosures about financial
guarantee insurance contracts. SFAS No. 163 is effective for fiscal years
beginning on or after December 15, 2008, and interim periods within those years.
SFAS No. 163 has no effect on the Company’s financial position, statements of
operations, or cash flows at this time.
In
May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The
Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 sets
forth the level of authority to a given accounting pronouncement or document by
category. Where there might be conflicting guidance between two categories, the
more authoritative category will prevail. SFAS No. 162 will become effective 60
days after the SEC approves the PCAOB’s amendments to AU Section 411 of the
AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.
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 planned exploration program 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. 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.
Phase I
will 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 in the Summer of 2009.
Phase II
will 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 late Summer or early Fall 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 bulk of 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
|
|
|
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 |
Other
expenses
|
$ | 2,290 |
Phase II
|
||
On
site trenching, mapping, and sampling
|
$ | 8,000 |
Geochemical Analyses | $ | 1,800 |
Data compilation and report preparation | $ | 1,200 |
Other
expenses
|
$ | 2,290 |
Total,
Phases I and II
|
$ | 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. 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 months ended March 31, 2009 and March 31,
2008
We did
not earn any revenues from inception on July 24, 2007 through the period ending
March 31, 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 $41,305 from our
inception on July 24, 2007 through the period ending March 31,
2009. We incurred operating expenses and net losses and in the amount
of $3,405 during the three months ended March 31, 2009, compared to operating
expenses in the amount of $6,071 during the three months ended March 31, 2008.
Our
operating expenses from inception through March 31, 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
March 31, 2009, we had current assets in the amount of $20,525, consisting
entirely of cash. We had liabilities in the amount of $26,485 as of March 31,
2009. Thus, we had a working capital deficit of $5,960 as of March 31,
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
March 31, 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 of $5,960 as of March 31, 2009 and have accumulated a deficit of
$41,305 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 March 31, 2009. 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 March 31, 2009, our disclosure controls and procedures are
effective. There have been no changes in our internal controls over
financial reporting during the quarter ended March 31, 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
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 March
31, 2009.
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:
|
May
15, 2009
|
By: /s/Owen
Gibson
Owen
Gibson
Title: Chief
Executive Officer, Chief Financial Officer, Principal Accounting
Officer and Director
|