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BrewBilt Brewing Co - Quarter Report: 2008 December (Form 10-Q)

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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 December 31, 2008
   
[  ]
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the transition period __________ to __________
   
 
Commission File Number:  333-143597

Sunberta Resources, Inc.
(Exact name of small business issuer as specified in its charter)

Nevada
N/A
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)

45 Cove Park Road NE, Calgary, AB T3K 5XB
(Address of principal executive offices)

206-339-6314
(Issuer’s telephone number)
_______________________________________________________________
(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: 82,042,000 common shares as of December 31, 2008.
 

 
PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements



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 December 31, 2008 are not necessarily indicative of the results that can be expected for the full year.
 
3

SUNBERTA RESOURCES INC.
(An Exploration Stage Company)
Consolidated Balance Sheets
(Expressed in US Dollars)
Unaudited - Prepared by Management
 
Note 2 - Basis of Presentation - going concern
 
 
 
 
December 31
2008
 
March 31
2008
       
ASSETS
     
       
CURRENT ASSETS
     
Cash
$ 8,468   $ 47,101
    Total current assets
  8,468     47,101
           
FIXED ASSETS (Note 3)
  168     802
MINERAL PROPERTIES (Note 4)
  4,573     5,448
           
    Total assets
$ 13,209   $ 53,351
           
           
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
     
           
CURRENT LIABILITIES
         
Demand loan (Note 5)
$ 50,000   $ 50,000
Accounts payable including related party payable of $324 (March 31, 2008 - $646) (Note 6)
    7,936     11,092
Accrued liabilities
  12,414     18,620
    Total current liabilities
  70,350     79,712
           
COMMITMENTS AND CONTINGENCIES (Notes 2, 4, 5, 6, 7 and 8)
     
           
STOCKHOLDERS' EQUITY (DEFICIT)
         
Common stock (Note 7)Authorized 1,500,000,000 shares at par value of $0.001 each Issued and Outstanding 82,042,000
  74,307     74,307
Additional paid-in capital
  12,750     8,250
Accumulated (deficit) during exploration stage
  (147,512)     (113,213)
Accumulated other comprehensive income (loss)
  3,314     4,295
Total stockholders' equity (deficit)
  (57,141)     (26,361)
           
Total liabilities and stockholder's equity (deficit)
$ 13,209   $ 53,351
 
The accompanying notes to the consolidated financial statements are an integral part of these statements.
F-1

SUNBERTA RESOURCES INC.
(An Exploration Stage Company)
Consolidated Statements of Operations
(Expressed in US Dollars)
Unaudited - Prepared by Management
 
 
 
Three months ended
December 31
 
 
Nine months ended
December 31
 
Cumulative from
date of inception
September 19, 2006 to
 
2008
 
2007
 
2008
 
2007
 
December 31, 2008
                   
                   
EXPENSES
                 
Consulting
$ -   $ -   $ -   $ -   $ 3,710
Investor relations, promotion and entertainment
  185     168     786     1,065     2,376
Exploration
  -     429     -     5,681     13,646
Depreciation
  167     -     569     681     2,103
Professional fees
  4,001     -     21,863     30,987     86,521
Other administrative expenses
  3,777     374     11,081     19,398     39,689
Total expenses
  8,130     971     34,299     57,812     148,045
                             
INTEREST INCOME
  -     45     -     322     533
                             
Net (loss) for the period
$ (8,130)   $ (926)   $ (34,299)   $ (57,490)   $ (147,512)
                             
Other comprehensive income (loss)
                           
Foreign currency translation
  (802)     (1,385)     (981)     6,922     3,314
                             
Comprehensive (loss)
$ (8,932)   $ (2,311)   $ (35,280)   $ (50,568)   $ (144,198)
                             
Net loss per common share - basic and fully diluted:                            
Net (loss) for the period
$
nil
  $
nil
  $
nil
  $
nil
  $
nil
Weighted average number of common stock outstanding   82,042,000     82,042,000     82,042,000     82,042,000     75,341,047
 
The accompanying notes to the consolidated financial statements are an integral part of these statements.
F-2

SUNBERTA RESOURCES INC.
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
(Expressed in US Dollars)
Unaudited - Prepared by Management
 
 
Three months ended
December 31
 
Nine months ended
December 31
 
Cumulative from
date of inception September 19, 2006 to
 
2008
 
2007
 
2008
 
2007
 
December 31, 2008
Cash (used in) operating activities:
                 
                   
Net (loss)
$ (8,130)   $ (10,622)   $ (34,299)   $ (57,490)   $ (147,512)
Adjustments to reconcile net loss to net cash used in operating activities:
           
                             
Donated services
  1,500     1,500     4,500     4,500     12,750
Depreciation of fixed assets
  167     287     569     681     2,103
Net change in operating assets and liabilities:
                       
Accounts payable
  175     446     (3,156)     4,083     7,936
Accrued liabilities
  5,250     (5,500)     (6,206)     (8,000)     12,414
Net cash (used in) operating activities
                           
    (1,038)     (13,889)     (38,592)     (56,226)     (112,309)
Cash (used in) investing activities:
                           
                             
Purchase of fixed assets
  -     -     -     -     (2,143)
Purchase of mining claims
  -     -     -     -     (4,857)
Net cash (used in) investing activities
                           
    -     -     -     -     (7,000)
                             
Cash from financing activities:
                           
Demand loan
  -                 -     50,000
Issue of shares
  -     -     -     -     74,307
Net cash from financing activities
  -     -     -     -     124,307
                             
Effect of exchange rate changes on cash
  (38)     1,461     (41)     5,818     3,470
                             
Increase in cash and cash equivalent
  (1,076)     (12,428)     (38,633)     (50,408)     8,468
                             
Cash, beginning of period
  9,544     21,868     47,101     59,848     -
Cash, end of period
$ 8,468   $ 9,440   $ 8,468   $ 9,440   $ 8,468
 
The accompanying notes to the consolidated financial statements are an integral part of these statements.
F-3

SUNBERTA RESOURCES INC.
(An Exploration Stage Company)
Consolidated Statement of Stockholders' Equity (Deficit)
(Expressed in US Dollars)
Unaudited - Prepared by Management
 
 
Common Stock
 
Amount
 
Accumulated Other Comprehensive Income (loss)
 
Additional
Paid in
Capital
 
Deficit Accumulated During Exploration Stage from Inception to September 30, 2008
 
Stockholders’ Equity (Deficit)
Beginning balance, September 19, 2006
  -   $ -   $ -   $ -   $ -   $ -
Shares issued pursuant to subscription November 15, 2006 at $0.0005
  52,000,000     26,000     -     -     -     26,000
Shares issued pursuant to subscriptions November 27, 2006 at $0.001
  25,500,000     25,500     -     -     -     25,500
Shares issued for acquisition of subsidiary at $0.05
  2,000     107     -     -     -     107
Shares issued pursuant to subscriptions March 30, 2007 at $0.005
  4,540,000     22,700     -     -     -     22,700
Non-cash use of premises contributed by a director
  -     -     -     2,250     -     2,250
Net loss for the year
  -     -     (857)     -     (31,138)     (31,995)
                                   
Balance March 31, 2007
  82,042,000   $ 74,307   $ (857)   $ 2,250   $ (31,138)   $ 44,562
Non-cash use of premises contributed by a director
  -     -     -     6,000     -     6,000
Net income (loss) for the year
  -     -     5,152     -     (82,075)     (76,923)
                                   
Balance March 31, 2008
  82,042,000   $ 74,307   $ 4,295   $ 8,250   $ (113,213)   $ (26,361)
Non-cash use of premises contributed by a director
  -     -     -     1,500     -     1,500
Net income (loss) for the period
  -     -     68     -     (16,166)     (16,098)
                                   
Balance June 30, 2008
  82,042,000   $ 74,307   $ 4,363   $ 9,750   $ (129,379)   $ (40,959)
Non-cash use of premises contributed by a director
  -     -     -     1,500     -     1,500
Net income (loss) for the period
  -     -     (247)     -     (10,003)     (10,250)
                                   
Balance September 30, 2008
  82,042,000   $ 74,307   $ 4,116   $ 11,250   $ (139,382)   $ (49,709)
Non-cash use of premises contributed by a director
  -     -     -     1,500     -     1,500
Net income (loss) for the period
  -     -     (802)     -     (8,130)     (8,932)
                                   
Balance December 31, 2008
  82,042,000   $ 74,307   $ 3,314   $ 12,750   $ (147,512)   $ (57,141)
 
The accompanying notes to the consolidated financial statements are an integral part of these statements.
SUNBERTA RESOURCES INC.
 (An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2008
(Expressed in US Dollars)
Unaudited – Prepared by Management
 
1. BASIS OF PRESENTATION

The unaudited financial statements as of December 31, 2008 included herein have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  It is suggested that these financial statements be read in conjunction with the March 31, 2008 audited financial statements and notes thereto.

2. BASIS OF PRESENTATION – GOING CONCERN
 
These consolidated financial statements have been prepared on a going-concern basis which assumes that the Company will be able to realize assets and discharge liabilities in the normal course of business for the foreseeable future.
 
The Company has experienced losses since its inception amounting to $147,512 as of December 31, 2008 and has limited business operations, which raises substantial doubt about the Company's ability to continue as a going concern.  The ability of the Company to meet its commitments as they become payable, including the completion of acquisitions, exploration and development of mineral properties and projects, is dependent on the ability of the Company to obtain necessary financing or achieving a profitable level of operations.  There are no assurances that the Company will be successful in achieving these goals.
 
The Company is in the process of exploring and evaluating its mineral properties and projects and has not yet determined whether these properties contain economically recoverable ore reserves.  The underlying value of the mineral properties is entirely dependent on the existence of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete development and upon future profitable production or sufficient proceeds from the disposition thereof.
 
These financial statements do not give effect to adjustments to the amounts and classifications to assets and liabilities that would be necessary should the Company be unable to continue as a going concern.

3. FIXED ASSETS

Fixed assets consist of the following:
 
 
December 31, 2008
 
March 31, 2008
       
Computer equipment
$ 2,019   $ 2,406
Less: Accumulated depreciation
  1,851     1,604
           
  $ 168   $ 802

SUNBERTA RESOURCES INC.
 (An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2008
(Expressed in US Dollars)
Unaudited – Prepared by Management
 
4. MINERAL PROPERTIES

Mineral properties consist of the following mineral claim tenures:

Name
Number of claim tenures
Location
Area covered
Cost
December 31, 2008
 
Cost
March 31, 2008
Sombrio River
4
11km SE of Port Renfrew, British Columbia
106.933 hectares
$ 2,286   $ 2,724
Loss Creek
3
17km SE of Port Renfrew, British Columbia
107.013 hectares
$ 2,287   $ 2,724
        $ 4,573   $ 5,448

The claims are subject to a requirement to either (1) complete exploration work on the claims valued at an amount stipulated by the government and pay a filing fee; or (2) pay a stipulated fee to the Province of British Columbia in lieu of completing exploration work. The stipulated amount in respect of these claims is anticipated to total approximately $7,500 during the upcoming two years. During the nine months ended December 31, 2008 the Company paid a fee in the amount of  $775 ($CAD 783) in lieu of exploration work to meet British Columbia requirements for good standing.

5. DEMAND LOAN

Under a loan agreement dated March 26, 2008, the demand loan is repayable on demand of the borrower and bears interest beginning April 1, 2008 at the rate of 10% per annum compounded monthly at the end of the month. In the event the loan is placed with a lawyer for collection, a fee of 20% of the unpaid balance will apply.

6. RELATED PARTY TRANSACTIONS

Related party transactions not disclosed elsewhere in the consolidated financial statements are as follows:

The Company has been provided with premises by its CEO for no charge.  Accordingly, rent of $4,500 has been recorded in the nine months ended December 31, 2008 (2007- $4,500), and additional paid-in capital has been increased by the corresponding amount.

Accounts payable includes $324 (March 31, 2008 - $646) due to the CEO for reimbursement of expenses incurred on behalf of the Company.

SUNBERTA RESOURCES INC.
 (An Exploration Stage Company)
Notes to Consolidated Financial Statements
December 31, 2008
(Expressed in US Dollars)
Unaudited – Prepared by Management
 
7. COMMON STOCK

Effective January 14, 2008, the Company split its common stock on a twenty-for-one basis. All shareholders as of the record date of January 14, 2008 received twenty shares of common stock in exchange for each one common share of their currently issued common stock. The authorized, issued and per share information presented is on a post-split basis.  On January 14, 2008 the Company’s total paid-in capital was less than the product of the par value per share multiplied by the number of post-split shares outstanding. As a result, the shareholders may have an obligation to make up the shortfall of $7,735.

8. INCOME TAXES

The Company is subject to United States income taxes and Canadian income taxes (to the extent of its operations in Canada).  The company had no income tax expense during the reported period due to net operating losses.

A reconciliation of income tax expense to the amount computed at the statutory rates is as follows:
 
 
December 31, 2008
 
December 31, 2007
Loss for the nine months ended December 31
$ (34,299)   $ (57,490)
Average statutory tax rate
  35%     35%
           
Expected income tax provision
$ (12,005)   $ (20,122)
Unrecognized tax losses
  12,005     20,122
           
Income tax expense
$ --   $ --

 
Significant components of deferred income tax assets are as follows:
 
 
December 31, 2008
 
December 31, 2007
Net operating losses carried forward
$ 51,629   $ 20,122
Valuation allowance
  (51,629)     (20,122)
           
Net deferred income tax assets
$ -   $ -

The Company has net operating losses carried forward of approximately $148,000 for tax purposes which will expire in 2027 and 2028 if not utilized.
 
 
Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

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.

Plan of Operation

We are an exploration stage company engaged in the acquisition, exploration and exploitation of gold placer resource properties. We currently own a 100% interest in seven (7) adjoining mining claims, generally known as the Sombrio River and Loss Creek properties. They are located in south-west British Columbia. Our rights to the properties are limited to the exploration for and exploitation of gold placer deposits. Our business plan is to proceed with the exploration of the Sombrio River and Loss Creek mineral claims to determine whether they contain commercially viable gold deposits. We intend to proceed with a preliminary exploration program as recommended and explained below by our Consulting Geologist.

The preliminary exploration program recommended for the Sunberta placer claims includes road building to provide access to the claims, refraction seismic surveying on cut lines to determine thickness of potential placer gravels above bedrock, and evaluation of the placer gold potential in the gravels by use of a sluice box and assays of selected samples. The seismic lines should be 500 m in length and spaced 200 m apart. The sluice box should be operated by a 2 man crew working under the direction of a geologist; both Sombrio River and Loss Creek provide ample water for sluicing year round. The geologist should designate sample locations based on access to representative gravels at locations where adequate thickness of gravels is indicated by results of the seismic survey. The preliminary program should be focused on the downstream claims on the Sombrio River claim block (546350) and on the Loss Creek claim block (546358). On both properties the program should be devoted to developing data over a length of 400 m along the streams. This would entail running 3 seismic lines on the above claims and sluicing selected gravels over this length. It is believed that this preliminary assessment of the potential for economic grade placer gold will be adequate. If it develops that encouraging results are obtained from the preliminary program then work should be expanded to cover the entire properties. In the case of the Sombrio River claims this would involve seismic surveying and sluicing over an additional length of 1400 m; in the case of the Loss Creek claims, over an additional length of 1800 m.
 

There is a gravel road up the Sombrio River valley that terminates in a quarry approximately 1.0 kilometer from the south border of the claims.  An old roadbed exists from the quarry and passes the length of the claims. This old road will have to be rebuilt to provide access through the property. It is recommended that the preliminary exploration program include rebuilding the road over a length of approximately 1.5 km; this would provide access to the south border of the claims and access over 0.5 km across the southernmost claim (546350). A preliminary estimate from a local contractor in British Columbia is a cost of approximately $43.35 per meter of road: estimated cost for 1.5 km of road building totals $65,025.

The gravel road up the Loss Creek valley is in adequate shape to provide access along the entire length of the claims. The road is overgrown along the sides but this could easily be cleared by line cutters.

A preliminary estimate of the cost to conduct surveys on 6 lines (Russ Hihnan of Frontier Geosciences, Inc. of North Vancouver) that includes managing the line cutting, gathering the survey data, interpretation of results, and mobilization-demobilization is approximately $21,675.

A transportable sluice box adequate for preliminary test work may be purchased for approximately $173.40.

Sluicing of gravels should be conducted under the direction of a consulting geologist over a period of approximately 3 weeks. At $867 per day for 25 days (including report), the geologist should cost approximately $21,675. The 2 men operating the sluice should be local workers at a cost of $433.50 per day per man for 20 days, totaling approximately $17,340.

A backhoe or front-end loader will be required during sluicing to transport gravels from selected sites to the streams for sluicing. An estimate for this work is approximately $13,005.

The geologist should submit representative samples for gold assay to a reputable assayer. The estimated cost for assays is approximately $4,335.

As described above, the recommended geological exploration program will cost approximately $157,794, summarized as follows:
 

Road construction
$ 65,025
Refraction seismic survey, line cutting
$ 21,675
Sluice box, transportation
$ 433.50
Geologist
$ 21,675
Sluice operators
$ 17,340
Backhoe or front-end loader
$ 13,005
Assays
$ 4,335
Contingency @ 10%
$ 14,305.50
Total
$ 157,794

We had a deficiency in working capital in the amount of $61,882 as of December 31, 2008.  Subject to our ability to successfully raise sufficient additional capital, we intend to proceed with a preliminary exploration program as recommended by our Consulting Geologist. In past filings, we have reported plans to raise up to $200,000 of additional capital during the next 12 to 18 months by seeking additional funds from existing investors or by offering equity securities to new investors. The only funds we have been able to secure, however, was a loan for $50,000 from an unaffiliated third party in March of 2008.  As such, we have been unsuccessful to date in raising the requisite amount of funds to commence our preliminary exploration program.  The poor economic climate in North America has made it difficult to raise funds through the sale of our equity securities.  In addition, the risky nature of our enterprise and lack of tangible assets places other types of 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.

Mr. Sundberg has agreed to loan us up to $100,000 as and when needed. This money -- while sufficient to fund our administrative needs and professional expenses as a reporting company for a period of time -- would not be enough to cover the expenses of our recommended exploration program.  Aside from our troubles in raising funds, we have been unable to locate contractors to assist with the exploration program.  If we are unable to secure financing and locate suitable contractors for our exploration program, we may be forced to consider alternate business opportunities or cease operations.  There is no assurance that we will be able to achieve these goals and continue as a going concern.

If we are able to secure financing and locate suitable contractors, we intend to pursue our business plan of conducting preliminary exploration activities. Once we receive the analysis of our preliminary exploration program, our board of directors, in consultation with our consulting geologist, will assess whether to proceed with additional exploration. In making this determination to proceed with a further exploration program, we will make an assessment as to whether the results of the preliminary exploration 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 the results of our initial exploration program prove not to be sufficiently positive to proceed with further exploration on the Sombrio River and Loss Creek mineral claims, 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. If we are unable to locate and acquire such a prospect, we may be forced to seek other business opportunities.

Results of Operations for the three months ended December 31, 2008 and 2007, and for the period from inception (September 19, 2006) to December 31, 2008

We did not earn any revenues from inception through December 31, 2008. We do not anticipate earning revenues unless and until such time that we enter into commercial production of the Sombrio River and Loss Creek mineral claim, or other mineral claims we may acquire and develop. 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 on Sombrio River and Loss Creek mineral claims, or if such resources are discovered, that we will enter into commercial production.

We incurred operating expenses in the amount of $8,130 for the three months ended December 31, 2008, compared with operating expenses in the amount of $971 for the three months ended December 31, 2007.  The operating expenses for the three months ended December 31, 2008 consisted primarily of professional fees in connection with our current financial reporting in the amount of $4,001 and office and administration expenses in the amount of $3,777.  The operating expenses for the three months ended December 31, 2007 consisted primarily of  exploration expenses in the amount of $429 and office and administration expenses in the amount of $374.

We incurred operating expenses in the amount of $34,299 for the nine months ended December 31, 2008, compared with operating expenses in the amount of $57,812 for the nine months ended December 31, 2007.  The operating expenses for the nine months ended December 31, 2008 consisted primarily of professional fees in connection with our current financial reporting in the amount of $21,863 and office and administration expenses in the amount of $11,081.  The operating expenses for the nine months ended December 31, 2007 consisted primarily of professional fees in connection with our corporate organization and current financial reporting in the amount of $30,987, office and administration expenses in the amount of $19,398, and exploration expenses in the amount of $5,681.

We incurred operating expenses in the amount of $148,045 for the period from inception to December 31, 2008.  The operating expenses for the period from inception to December 31, 2008 consisted primarily of professional fees in connection with our corporate organization and current financial reporting in the amount of $86,521, office and administration expenses in the amount of $39,689, and exploration expenses in the amount of $13,646.
 

We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to undertaking the additional phases of our geological exploration program and the professional fees associated with our being a reporting company under the Securities Exchange Act of 1934.

We incurred a net loss in the amount of $8,130 for the three months ended December 31, 2008, as compared with $926 for the three months ended December 31, 2007.  We incurred a net loss in the amount of $34,299 for the nine months ended December 31, 2008, as compared with $57,490 for the nine months ended December 31, 2007.  We incurred a net loss of $147,512 for the period from inception to December 31, 2008.

Liquidity and Capital Resources

We had cash of $8,468 as our only current asset as of December 31, 2008. We had current liabilities of $70,350 as of December 31, 2008. We therefore had a working capital deficit of $61,882 as of December 31, 2008.

We anticipate that we will be dependent, for the immediate future, upon additional investment capital to fund operating expenses.

Off Balance Sheet Arrangements

As of December 31, 2008, there were no off balance sheet arrangements.

Going Concern

We have experienced losses since the inception of the exploration stage amounting to $147,512 as of December 31, 2008.  As of December 31, 2008, we have a total of $8,468 in cash; however this amount will be insufficient to sustain operations over the course of the next year. These factors raise substantial doubt about our ability to continue as a going concern.  Our ability to meet our commitments as they become payable, including the completion of acquisitions, exploration and development of mineral properties and projects, is dependent on our ability to obtain necessary financing or achieving a profitable level of operations.  There are no assurances that we will be successful in achieving these goals.

We are in the process of exploring and evaluating our mineral properties and projects and have not yet determined whether these properties contain economically recoverable ore reserves.  The underlying value of the mineral properties is entirely dependent on the existence of economically recoverable reserves, our ability to obtain the necessary financing to complete development and upon future profitable production or sufficient proceeds from the disposition thereof.

The accompanying financial statements do not give effect to adjustments to the amounts and classifications of assets and liabilities that would be necessary should we be unable to continue as a going concern.
 

Recently Issued Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurement, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. This statement does not require any new fair value measurements. However, for some entities, the application of the statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is currently reviewing the effect, if any, that this new pronouncement will have on its financial statements.

There were various other accounting standards and interpretations issued to December 31, 2008, none of which are expected to have a material impact on the Company's financial position, operations 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 December 31, 2008.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, Kelly Sundberg.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2008, our disclosure controls and procedures are effective.  There have been no changes in our internal controls over financial reporting during the quarter ended December 31, 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

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

None

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 December 31, 2008.

Item 5.     Other Information

None

Item 6.      Exhibits

 

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.

 
Sunberta Resources, Inc.
   
Date:
February 13, 2009
   
 
By:       /s/ Kelly Sundberg                                          
             Kelly Sundberg
Title:    Chief Executive Officer and Director