BrewBilt Brewing Co - Annual Report: 2009 (Form 10-K)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

	[X]	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the fiscal year ended March 31, 2009

	[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

		For the transition period from _________ to ________

		Commission file number: 000-53276

Sunberta Resources, Inc.
(Exact name of registrant as specified in its charter)

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

45 Covepark Road NE, Calgary, AB	T3K 5XB
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number: 206-339-6314

Securities registered under Section 12(b) of the Exchange Act:


Title of each class	Name of each exchange on which registered
none	not applicable

Securities registered under Section 12(g) of the Exchange Act:

Title of each class	Name of each exchange on which registered
Common Stock, par value $0.001	not applicable

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [X] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]

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 aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. Not available

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 82,042,000 as of June 29, 2009.

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TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	4
Item 2.	Properties	5
Item 3.	Legal Proceedings	5
Item 4.	Submission of Matters to a Vote of Security Holders	5
PART II
Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6.	Selected Financial Data	8
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 8.	Financial Statements and Supplementary Data	11
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	11
Item 9A(T).	Controls and Procedures	11
Item 9B.	Other Information	13
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	13
Item 11.	Executive Compensation	16
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	18
Item 13.	Certain Relationships and Related Transactions, and Director Independence	19
Item 14.	Principal Accountant Fees and Services	19
PART IV
Item 15.	Exhibits, Financial Statement Schedules	20

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PART I

Item 1. Business

Overview

We were incorporated in the State of Nevada on November 15, 2006 (date of incorporation). We were an exploration-stage company engaged in the exploration of mineral resource properties. On November 16, 2006 we acquired all of the outstanding shares of Sunberta Resources Inc. (Alberta), a Canadian company incorporated on September 19, 2006, from Mr. Sundberg in exchange for 100 shares of our company, whereby Sunberta (Alberta) became our wholly-owned subsidiary.

On January 2, 2007, Sunberta (Alberta) acquired seven (7) mining claims from Mr. Dave Zamida. The claims are generally known as the Sombrio River and Loss Creek claims. They are located in British Columbia, Canada. Our rights in the claims are limited to 100% of the rights to explore for and exploit gold placer deposits. The purchase price for the claims totaled $4,857.

As a disincentive to inactivity by claim owners, the British Columbia government requires owners of gold placer claims 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 following table shows our claims and the respective due date for exploration activities or payment of stipulated fees.

Claim Name	Tenure Number	Exploration Work or Payment in Lieu Dates	Area (ha)
Sombrio River
Sombrio 1	559644	May 31, 2009	21.385
Sombrio 2	559645	May 31, 2009	21.383
Sombrio 3	543740	October 21, 2008	21.387
West Coast King	546350	December 2, 2008	42.778
Loss Creek
No Loss Here	535498	June 12, 2009	21.403
Maquinna	535641	June 14, 2009	42.805
Loss Creek 3	546358	December 2, 2008	42.805

The current financial crises and related liquidity problems have made capital raising increasingly difficult for exploration stage mining companies. We have not been able to able to raise necessary funds in this current economic climate to pursue our mining operations. As a result of our inability to acquire funds, we were not able to conduct exploration activities or pay the stipulated fee on any of our seven (7) mining claims on the respective due dates noted above. We have therefore lost our rights to explore for and exploit gold placer deposits on our claims.

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As of the date hereof, we do not own any property interests. Because we no longer hold an interest in any mineral claims, we plan to search out other business opportunities. Although our company was not successful in raising the funds to explore our claims, we may identify a suitable business opportunity either inside or outside the mining industry that may better attract funds to sustain developmental operations until revenues are generated. Although we are searching for such opportunities, we have not entered into any definitive agreements to date and there can be no assurance that we will be able to enter into any definitive agreements.

We anticipate that any new business opportunities by our company will require additional financing. If our company requires additional financing and we are unable to acquire such funds, our business may fail. We are not able to fund our cash requirements through our current operations. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. Further, we believe that our company may have difficulties raising capital until we locate a suitable business opportunity through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail.

Even if we are able to enter into a business opportunity and obtain the necessary funding, there is no assurance that any revenues would be generated by us or that revenues generated would be sufficient to provide a return to investors.

Competition

We are a company seeking prospective business opportunities. We compete with other companies for both the acquisition of prospective businesses and the financing necessary to develop such businesses.

Employees

Currently our only employee is Kelly Sundberg our President, Secretary, Treasurer and the sole director of our company. We have not entered into an employment agreement or consulting agreement with our sole director and executive officer. We do not expect any material changes in the number of employees over the next 12 month period.

Research and Development Expenditures

We have incurred $0 in research or development expenditures since our incorporation.

Item 1A. Risk Factors.

A smaller reporting company is not required to provide the information required by this Item.

Item 1B. Unresolved Staff Comments

A smaller reporting company is not required to provide the information required by this Item.

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Item 2. Properties

Our executive and head office is located at 45 Covepark Road NE, Calgary, Alberta, Canada T3K 5X8. The office is in Mr. Sundberg’s home. The fair value of the office space provided by Mr. Sundberg has been estimated at $500 per month since November 15, 2006. Amounts of $6,000 and $6,000 have been charged to operations for the period ended March 31, 2008 and the year ended March 31, 2009, respectively, with a credit to additional paid in capital. We believe our current premises are adequate for our current operations and we do not anticipate that we will require any additional premises in the foreseeable future. When and if we require additional space, we intend to move at that time.

Item 3. 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 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of the Company's shareholders during the fourth quarter of the year ended March 31, 2009.

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PART II

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is sponsored by the FINRA. The OTCBB is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current "bids" and "asks", as well as volume information. Our shares are quoted on the OTCBB under the symbol “SBTR.OB.” The following are the high and low sale prices for the common stock by quarter as reported by the OTC Bulletin for the years ended March 31, 2009 and 2008.

Fiscal Year Ending March 31, 2009
Quarter Ended	High $	Low $
March 31, 2009	0	0
December 31, 2008	0	0
September 30, 2008	0	0
June 30, 2008	0	0

Fiscal Year Ending March 31, 2008
Quarter Ended	High $	Low $
March 31, 2008	0	0
December 31, 2007	0	0
September 30, 2007	0	0
June 30, 2007	0	0

The quotations and ranges listed above were obtained from OTCBB. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Penny Stock

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

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The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.

Holders of Our Common Stock

We are authorized to issue 1,500,000,000 shares of common stock with a par value of $0.001 per share. As at March 31, 2009 we had 82,042,000 shares of common stock outstanding. Our shares are held by forty-three (43) stockholders of record. We have no authorized preferred stock.

Dividends

The Company has not declared, or paid, any cash dividends since inception and does not anticipate declaring or paying a cash dividend for the foreseeable future.

Nevada law prohibits our board from declaring or paying a dividend where, after giving effect to such a dividend, (i) we would not be able to pay our debts as they came due in the ordinary course of our business, or (ii) our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of distribution, to satisfy the rights of any creditors or preferred stockholders.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have any equity compensation plans.

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Item 6. Selected Financial Data

A smaller reporting company is not required to provide the information required by this Item.

Item 7. 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.

Results of Operations for the years ended March 31, 2009 and 2008, and for the period from inception (September 19, 2006) to March 31, 2009

We did not earn any revenues from inception through the period ending March 31, 2009.

We incurred operating expenses in the amount of $55,091 for the year ended March 31, 2009. The operating expenses for the year ended March 31, 2009 consisted primarily of professional fees in connection with our corporate organization and current financial reporting in the amount of $36,344 and office and administration expenses in the amount of $16,435. We incurred operating expenses in the amount of $77,260 for the year ended March 31, 2008. The operating expenses for the year ended March 31, 2008 consisted primarily of professional fees in connection with our corporate organization and current financial reporting in the amount of $51,658 and office and administration expenses in the amount of $23,649. We incurred operating expenses in the amount of $155,191 for the period from inception to March 31, 2009. The operating expenses for the period from inception to March 31, 2009 consisted primarily of professional fees in connection with our corporate organization and current financial reporting in the amount of $101,002 and office and administration expenses in the amount of $45,043.

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We incurred exploration expenses in connection with our former mining claims in amounts of $5,134 in the year ended March 31, 2008, $13,846 from inception to March 31, 2008 and $nil in the year ended March 31, 2009. In the year ended March 31, 2009, we recognized a write-down in the carrying value of the mining claims in the amount of $4,971 due to expiry of the claims. These exploration expenses and write-downs have been presented in the financial statements for the year ended March 31, 2009 as loss from discontinued operations, separate from results of continuing operations.

We will incur additional expenses if we are successful in entering into an agreement to acquire a suitable business opportunity. If we enter into such an agreement, we anticipate that we will require significant funds to develop the business in addition to any acquisition costs. It is not possible to estimate such funding requirements until such time as we enter into a business combination.

We incurred a net loss in the amount of $60,062 for the year ended March 31, 2009, $ 82,075 for the year ended March 31, 2008, and $173,275 for the period from inception to March 31, 2009.

Liquidity and Capital Resources

We had cash of $486 as our only current asset as of March 31, 2009. We had current liabilities of $80,405 as of March 31, 2009. We therefore had a working capital deficit of $79,919 as of March 31, 2009.

We anticipate that we will be dependent, for the immediate future, upon additional investment capital to fund operating expenses. We estimate that we will require approximately $30,000 to operate over the next twelve month period and an additional $80,000 to eliminate our working capital deficiency, exclusive of any acquisition or development costs. This amount may also increase if we are required to carry out due diligence investigations in regards to any prospective business opportunity or if the costs of negotiating the applicable transaction are greater than anticipated. Our company plans to raise the capital required to satisfy our immediate short-term needs and additional capital required to meet our estimated funding requirements for the next twelve months primarily through the private placement of our equity securities. There is no assurance that our company will be able to obtain further funds required for our continued working capital requirements.

In addition to the issues set out above regarding our ability to raise capital, global economies are currently undergoing a period of economic uncertainty related to the tightening of credit markets worldwide. This has resulted in numerous adverse effects, including unprecedented volatility in financial markets and stock prices, slower economic activity, decreased consumer confidence and commodity prices, reduced corporate profits and capital spending, increased unemployment, liquidity concerns and volatile but generally declining energy prices. We anticipate that the current economic conditions and the credit shortage will adversely impact our ability to raise financing. In addition, if the future economic environment continues to be less favorable than it has been in recent years, we may experience difficulty in locating a suitable business opportunity to acquire or enter into a business combination.

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Off Balance Sheet Arrangements

As of March 31, 2009, there were no off balance sheet arrangements.

Going Concern

The 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 $173,275 as of March 31, 2009 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.

Upon expiry of the last of the Company’s claims in June 2009, the Company does not own any property interests. Because the Company no longer holds an interest in any mineral claims, the Company plans to search out other business opportunities. Although the Company was not successful in raising the funds to explore its claims, it may identify a suitable business opportunity either inside or outside the mining industry that may better attract funds to sustain developmental operations until revenues are generated. Although the Company is searching for such opportunities, it has not entered into any definitive agreements to date and there can be no assurance that the Company will be able to enter into any definitive agreements.

The 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.

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 during 2008 or to March 31, 2009, none of which are expected to have a material impact on the Company's financial position, operations or cash flows.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

See the financial statements annexed to this annual report.

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A(T). Controls and Procedures

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our principal executive officer and principal financial officer evaluated our company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this annual report on Form 10-K. Based on this evaluation, these officers concluded that as of the end of the period covered by this annual report on Form 10-K, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and include controls and procedures designed to ensure that such information is accumulated and communicated to our company’s management, including our company’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting as identified below under the heading “Management’s Report on Internal Control Over Financial Reporting.” Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated. Our company intends to remediate the material weaknesses as set out below.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our 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.

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Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Our company’s internal control over financial reporting is designed to provide reasonable assurance, not absolute assurance, regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that our company’s receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

Our Management, including our principal executive officer and principal financial officer, conducted an evaluation of the design and operation of our internal control over financial reporting as of March 31, 2009 based on the criteria set forth in the SEC’s Release No. 33-8810: Commission Guidance Regarding Management’s Report on Internal Control Over Financial Reporting Under Section 13(a) or 15(d) of the Securities Exchange Act of 1934. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, our management concluded our internal control over financial reporting was not effective as at March 31, 2009 due to the following material weaknesses which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; (iii) inadequate security and restricted access to computer systems including insufficient disaster recovery plans; (iv) no written whistle-blower policy; (v) inadequate knowledge to address complex accounting and tax issues that may arise; and (vi) risk to our company as a going concern in the event the sole executive officer of our company is unable to fulfill this role due to death or incapacitation.

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending March 31, 2010 : (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; (ii) adopt sufficient written policies and procedures for accounting and financial reporting and a whistle-blower policy; and (iii) implement sufficient security and restricted access measures regarding our computer systems and implement a disaster recovery plan. The remediation efforts set out in (i) and (iii) are largely dependent upon our company securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

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This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our internal control over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting.

There were no changes in our company’s internal control over financial reporting during the quarter ended March 31, 2009 that have materially affected, or are reasonably likely to materially affect, our company’s internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following information sets forth the names of our current directors and executive officers, their ages as of March 31, 2009 and their present positions.

Name	Position Held with the Company	Age	Date First Elected or Appointed
Kelly Sundberg	President, Secretary, Treasurer and Director	36	President, Secretary, Treasurer and a Director since November 15, 2006 (date of incorporation of the Company)

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Business Experience

The following is a brief account of the education and business experience of our sole director and executive officer during at least the past five years, indicating his business experience, principal occupation during the period, and the name and principal business of the organization by which he was employed.

Kelly Sundberg, President, Secretary, Treasurer and Director

On November 15, 2006 (date of incorporation of the Company) Kelly Sundberg was appointed as our President, Secretary, Treasurer and a director of our company.

Mr. Sundberg holds a Bachelor of Arts with concentrations in Business Entrepreneurship and Social Science from the University of Victoria and a Master of Arts in Justice and Public Safety Leadership from Royal Roads University. He is currently a PhD candidate in Criminology at Monash University in Melbourne, Australia. Since 2004, Mr. Sundberg has been an instructor in Justice Studies at Mount Royal College in Calgary, Alberta. Mr. Sundberg was a border services officer with Canada Border Services from 1999 to 2008. He has been president of KWS Consulting Inc. since 1996. KWS is a private business consulting firm based in Victoria, British Columbia. He has not previously served as a director or officer for any public companies.

Family Relationships

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past five years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Committees

We currently do not have an audit committee, compensation committee, nominating committee, executive committee, Stock Plan Committee, or any other committees. There has been no need to delegate functions to these committees due to the fact that our operations are at a very early stage to justify the effort and expense of creating and maintaining these committees.

Audit Committee

We do not have a separately-designated standing audit committee. The entire Board of Directors performs the functions of an audit committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit committee. The Board approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the Board reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.

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Nomination Committee

Our Board of Directors does not maintain a nominating committee. As a result, no written charter governs the director nomination process. Our size and the size of our Board, at this time, do not require a separate nominating committee.

When evaluating director nominees, our directors consider the following factors:

·	The appropriate size of our Board of Directors;

·	Our needs with respect to the particular talents and experience of our directors;

·	The knowledge, skills and experience of nominees, including experience in finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board;

·	Experience in political affairs;

·	Experience with accounting rules and practices; and

·	The desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new Board members.

Our goal is to assemble a Board that brings together a variety of perspectives and skills derived from high quality business and professional experience. In doing so, the Board will also consider candidates with appropriate non-business backgrounds.

Other than the foregoing, there are no stated minimum criteria for director nominees, although the Board may also consider such other factors as it may deem are in our best interests as well as our stockholders. In addition, the Board identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of the Board does not wish to continue in service or if the Board decides not to re-nominate a member for re-election, the Board then identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the Board are polled for suggestions as to individuals meeting the criteria described above. The Board may also engage in research to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third party search firm, if necessary. The Board does not typically consider shareholder nominees because it believes that its current nomination process is sufficient to identify directors who serve our best interests.

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Section 16(a) Beneficial Ownership Reporting Compliance

We did not have a class of equity securities registered pursuant to Section 12 of the Exchange Act during the year ended March 31, 2009. We filed a Form 8-A12G on June 12, 2008, however, after the reporting period. Although it qualified as a “late report,” on June 20, 2008, Mr. Kelly Sundberg, our sole officer, director and 10% shareholder, filed a Form 3 under the Exchange Act to disclose his equity ownership in our company. To the company’s knowledge, there are no transactions that were not reported on a timely basis, and no known failures to file a required form.

Code of Ethics Disclosure

As of March 31, 2009, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

Item 11. Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to both to our officers and to our directors for all services rendered in all capacities to us for our fiscal years ended March 31, 2009 and 2008.

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Kelly Sundberg (1) President, Secretary, Treasurer and Director	2009 2008	0 0	0 0	0 0	0 0	0 0	0 0	0 0	0 0

(1) Mr. Sundberg was appointed as our sole officer and director on November 15, 2006

Narrative Disclosure to the Summary Compensation Table

Although we do not currently compensate our officers, we reserve the right to provide compensation at some time in the future. Our decision to compensate officers depends on the availability of our cash resources with respect to the need for cash to further our business purposes.

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Stock Option Grants

We have not granted any stock options to the executive officers or directors since our inception.

Outstanding Equity Awards at Fiscal Year-End

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of March 31, 2009.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDS						STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Kelly Sundberg	-	-	-	-	-	-	-	-	-

Compensation of Directors

The table below summarizes all compensation of our directors as of March 31, 2009.

DIRECTOR COMPENSATION
Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Kelly Sundberg	-	-	-	-	-	-	-

Narrative Disclosure to the Director Compensation Table

We do not pay any compensation to our directors at this time. However, we reserve the right to compensate our directors in the future with cash, stock, options, or some combination of the above.

Stock Option Plans

We did not have a stock option plan in place as of March 31, 2009.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as March 31, 2009, certain information with respect to the beneficial ownership of our common stock by each shareholder known by us to be the beneficial owner of more than 5% of our common stock and by our current sole director and executive officer. The shareholder has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name of Shareholder and Position, Office or Material Relationship with Sunberta Resources Inc.	Title of Class(1)	Amount and Nature of Beneficial Ownership	Percent of Class(2)
				Kelly Sundberg President, Secretary, Treasurer and Director 45 Covepark Road NE, Calgary, Alberta, Canada T3K 5X8	Common Shares	52,002,000	[63.4%]
Directors and Officers as a group	Common Shares	52,002,000	[63.4%]

(1) Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible preferred stock currently exercisable or convertible, or exercisable or convertible within sixty (60) days, would be counted as outstanding for computing the percentage of the person holding such options or warrants but not counted as outstanding for computing the percentage of any other person.

(2) Based on 82,042,000 shares outstanding as of March 31, 2009.

Change in Control

We are unaware of any contract, or other arrangement or provision of our Articles of Incorporation or Bylaws, the operation of which may at a subsequent date result in a change of control of our company.

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Item 13. Certain Relationships and Related Transactions, and Director Independence

Except as disclosed below, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction since our incorporation or in any presently proposed transaction which, in either case, has or will materially affect us.

On December 18, 2006 Kelly Sundberg our President, Secretary, Treasurer and the sole director of our company, agreed to loan up to $100,000 to Sunberta Resources Inc. if and as the need arises to fund the business operations and expenses of the Company. The terms of such loan will be negotiated at the time of lending, but interest charged will not exceed the prevailing prime rate of interest plus 3%.

We have been provided with our premises by Mr. Sundberg for no charge. Accordingly, rent of $6,000 has been recorded in the year ended March 31, 2009, and additional paid-in capital has been increased by the corresponding amount.

Accounts payable includes $315 due to Mr. Sundberg for reimbursement of expenses incurred on behalf of the Company.

As of the date of this annual report, our common stock is traded on the OTC Bulletin Board (the “Bulletin Board”). The Bulletin Board does not impose on us standards relating to director independence or the makeup of committees with independent directors, or provide definitions of independence.

Item 14. Principal Accounting Fees and Services

Audit Fees

The aggregate fees billed by our auditors in the year ended March 31, 2009 for professional services rendered in connection with a review of the financial statements included in our quarterly reports on Form 10-QSB and the audit of our annual consolidated financial statements for the fiscal year ended March 31, 2008 were approximately $18,600.

Audit-Related Fees

Our auditors did not bill any additional fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

Tax Fees

The aggregate fees billed by our auditors for professional services for tax compliance, tax advice, and tax planning were $0 and $0 for the fiscal years ended March 31, 2009 and 2008

All Other Fees

The aggregate fees billed by our auditors for all other non-audit services, such as attending meetings and other miscellaneous financial consulting, for the fiscal years ended March 31, 2009 and 2008 were $0 and $0 respectively.

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PART IV

Item 15. Exhibits, Financial Statements Schedules

Index to Financial Statements Required by Article 8 of Regulation S-X

Audited Financial Statements:
F-1	Report of Independent Registered Public Accounting Firm
F-2	Consolidated Balance Sheets – Years Ended March 31, 2009 and 2008;
F-3	Consolidated Statements of Operations – Year Ended March 31, 2009, Year Ended March 31, 2008, and Period from Inception to March 31, 2009;
F-4	Consolidated Statement of Stockholders’ Equity (Deficit) for the Period from Inception to March 31, 2009;
F-5	Consolidated Statements of Cash Flows - Year Ended March 31, 2009, Year Ended March 31, 2008, and Period from Inception to March 31, 2009;
F-6	Notes to Consolidated Financial Statements

Exhibits

Exhibit Number	Description
3.1	Articles of Incorporation, as amended (1)
3.2	By-laws, as amended (1)
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)	Previously filed with the Securities and Exchange Commission.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Sunberta Resources, Inc.

By: /s/ Kelly Sundberg

Kelly Sundberg, President, Secretary, Treasurer and Director

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Dated: June 29, 2009

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

By: /s/ Kelly Sundberg

Kelly Sundberg, President, Secretary, Treasurer and Director

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Dated: June 29, 2009

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Report of Independent Registered Public Accounting Firm

Board of Directors

Sunberta Resources Inc.

We have audited the accompanying Consolidated Balance Sheets of Sunberta Resources Inc. (An Exploration Stage Company) as of March 31, 2009 and March 31,2008 and the related Consolidated Statements of Operations, Stockholders’ (Deficit), and cash flows for the years ended March 31, 2009 and March 31, 2008 and for the period from September 19, 2006 (date of inception) to March 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the Consolidated Financial Statements referred to above present fairly, in all material respects, the financial position of Sunberta Resources Inc (An Exploration Stage Company) as of March 31, 2009 and March 31, 2008 and the results of its operations, stockholders’ (deficit), and its cash flows for the years ended March 31, 2009 and March 31, 2008 and for the period from September 19, 2006 (date of inception) to March 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2, the Company has experienced losses since its inception and has limited business operations, which raises substantial doubt about the Company’s ability to continue as a going concern. Management's plan in regard to this matter is also discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

/s/ Schumacher & Associates, Inc.

Schumacher & Associates, Inc.

Certified Public Accountants

7931 S. Broadway, #314

Littleton, Colorado 80122

June 29, 2009

F-1

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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
	March 31 2009		March 31 2008

ASSETS

CURRENT ASSETS
Cash	$	486	$	47,101
Total current assets		486		47,101

FIXED ASSETS (Note 3)		-		802
ASSETS OF DISCONTINUED OPERATIONS (Note 4)		-		5,448

Total assets	$	486	$	53,351

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Demand loan (Note 5)	$	55,236	$	50,000
Accounts payable including related party payable of $315 (March 31, 2008 - $646) (Note 6)
		10,606		11,092
Accrued liabilities		14,563		18,620
Total current liabilities		80,405		79,712

COMMITMENTS AND CONTINGENCIES (Notes 2, 4, 5, 6, 7, 8 and 9)

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		14,250		8,250
Accumulated (deficit) during exploration stage		(173,275)		(113,213)
Accumulated other comprehensive income (loss)		4,799		4,295
Total stockholders' equity (deficit)		(79,919)		(26,361)

Total liabilities and stockholder's equity (deficit)	$	486	$	53,351

The accompanying notes to the consolidated financial statements are an integral part of these statements.

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SUNBERTA RESOURCES INC.

(An Exploration Stage Company)

Consolidated Statements of Operations

(Expressed in US Dollars)

Unaudited - Prepared by Management

	Years ended March 31				Cumulative from date of inception September 19, 2006 to
	2009		2008		March 31, 2009


EXPENSES
Consulting	$	-	$	-	$	3,710
Investor relations, promotion and entertainment		1,580		1,132		3,170
Depreciation		732		821		2,266
Professional fees		36,344		51,658		101,002
Other administrative expenses		16,435		23,649		45,043
Total expenses		55,091		77,260		155,191

INTEREST INCOME		-		319		533

Net (loss) from continuing operations		(55,091)		(76,941)		(154,658)

(LOSS) FROM DISCONTINUED OPERATIONS (Note 4)						(18,617)

Net (loss) for the year	$	(60,062)	$	(82,075)	$	(173,275)

Other comprehensive income (loss)
Foreign currency translation		504		5,152		4,799

Comprehensive (loss)	$	(59,558)	$	(76,923)	$	(168,476)

Net loss per common share - basic and fully diluted:
Net (loss) from continuing operations	$	nil	$	nil	$	nil
(Loss) from discontinued operations	$	nil	$	nil	$	nil
Net (loss) for the year	$	nil	$	nil	$	nil

Weighted average number of common stock outstanding
		82,042,000		82,042,000		75,993,031

The accompanying notes to the consolidated financial statements are an integral part of these statements.

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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 period		-		-		(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		-		-		-		6,000		-		6,000
Net income (loss) for the year		-		-		504		-		(60,062)		(59,558)

Balance March 31, 2009		82,042,000	$	74,307	$	4,799	$	14,250	$	(173,275)	$	(79,919)

The accompanying notes to the consolidated financial statements are an integral part of these statements.

F-4

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SUNBERTA RESOURCES INC.

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

(Expressed in US Dollars)

Unaudited - Prepared by Management

	Years ended March 31				Cumulative from date of inception September 19, 2006 to March 31, 2009
	2009		2008
Cash (used in) operating activities:

Net (loss) for the year	$	(60,062)	$	(82,075)	$	(173,275)
Adjustments to reconcile net loss to net cash used in operating activities:
Donated services		6,000		6,000		14,250
Depreciation of fixed assets		732		821		2,266
Write-downs of mineral properties		4,971		-		4,971
Net change in operating assets and liabilities:
Interest payable on demand loan		5,236		-		5,236
Accounts payable		(486)		2,519		10,606
Accrued liabilities		(4,057)		5,620		14,563
Net cash (used in) operating activities
		(47,666)		(67,115)		(121,383)
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		50,000
Issue of shares		-		-		74,307
Net cash from financing activities		-		50,000		124,307

Effect of exchange rate changes on cash		1,051		4,368		4,562

Increase in cash and cash equivalent		(46,615)		(12,747)		486

Cash, beginning of year		47,101		59,848		-
Cash, end of year	$	486	$	47,101	$	486

The accompanying notes to the consolidated financial statements are an integral part of these statements.

F-5

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SUNBERTA RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

March 31, 2009

(Expressed in US Dollars)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Description of Business

Sunberta Resources Inc. (the “Company”) was incorporated in the State of Nevada on November 15, 2006. The Company is an exploration stage company which has as its principal business the acquisition and exploration of mineral claims.

On November 16, 2006 the Company acquired all the issued and outstanding shares of Sunberta Resources Inc. (“Sunberta Alberta”), an inactive corporation incorporated in the province of Alberta, Canada on September 19, 2006. Sunberta Alberta was registered as an extraprovincial company in British Columbia, Canada on November 15, 2006. The consideration for the acquisition of Sunberta Alberta was 2000 shares (on a post-split basis) of the Company.

In January, 2007 Sunberta Alberta acquired seven placer claim tenures on southern Vancouver Island, British Columbia, Canada. In the months of October through December, 2008, three of the claims expired. The remaining claims expired subsequent to March 31, 2009. See also notes 2, 4 and 9.

The Company’s business activities are carried on in Alberta and British Columbia, Canada.

Principles of Consolidation

The consolidated financial statements include accounts of the Company and its wholly-owned subsidiary, Sunberta Alberta. All significant inter-company balances and transactions are eliminated.

Cash and Cash Equivalents

Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased. As at March 31, 2009 and 2008, the Company did not have any cash equivalents.

Mineral Properties and Exploration Expenses

Mineral properties purchased are capitalized and carried at cost. Exploration and development costs are charged to operations as incurred until such time that proven or probable ore reserves are discovered. From that time forward, the Company will capitalize all costs to the extent that future cash flow from reserves equals or exceeds the costs deferred. The deferred costs will be amortized using the unit-of-production method when a property reaches commercial production. As at March 31, 2009, the Company is no longer in the exploration business.

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SUNBERTA RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

March 31, 2009

(Expressed in US Dollars)

Asset Retirement Obligations

The Company has adopted SFAS No. 143, Accounting for Asset Retirement Obligations which requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. SFAS No. 143 requires a liability to be recorded for the present value of the estimated site restoration costs with corresponding increase to the carrying amount of the related long-lived asset. The liability will be accreted and the asset will be depreciated over the life of the related assets. Adjustments for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation will be made. The Company has not incurred any asset retirement obligations as at March 31, 2009.

Fixed Assets

Fixed assets are carried at cost less a provision for depreciation on a straight-line basis over their estimated useful lives as follows:

Computer equipment 3 years

Foreign Currency

The operations of the Company are located in Canada. The Company maintains both U.S. Dollar and Canadian Dollar bank accounts. The functional currency is the Canadian Dollar. Transactions in foreign currencies other than the functional currency, if any, are remeasured into the functional currency at the rate in effect at the time of the transaction. Remeasurement gains and losses that arise from exchange rate fluctuations are included in income or loss from operations. Monetary assets and liabilities denominated in the functional currency are translated into U.S. Dollars at the rate in effect at the balance sheet date. Revenue and expenses denominated in the functional currency are translated at the average exchange rate. Other comprehensive income includes the foreign exchange gains and losses that arise from translating from the functional currency into U.S. Dollars.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles of United States of America 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. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Actual results could differ from those estimates.

Loss Per Share

Basic earnings (loss) per share of common stock is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding during the period after giving retroactive effect to the forward stock split effected on January 14, 2008 (see Note 7). Diluted earnings (loss) per share is equal to the basic loss per share for the year ended March 31, 2009 because there are no common stock equivalents outstanding.

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SUNBERTA RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

March 31, 2009

(Expressed in US Dollars)

Fair Value of Financial Instruments

The carrying value of cash, demand loan, accounts payable and accrued liabilities at March 31, 2009 reflected in these financial statements, approximates their fair value due to the short-term maturity of the instruments.

Comprehensive Income

The Company has adopted Statement of Financial Accounting Standards (SFAS) No. 130, “Reporting Comprehensive Income”. Comprehensive income includes net income and all changes in equity during a period that arises from non-owner sources, such as foreign currency items and unrealized gains and losses on certain investments in equity securities.

Income taxes

The Company records deferred taxes in accordance with Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes." The statement requires recognition of deferred tax assets and liabilities for temporary differences between the tax bases of assets and liabilities and the amounts at which they are carried in the financial statements, based upon the enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

Concentrations

The Company is dependent on its Chief Executive Officer and business consultants for its operations. The loss of any of these individuals could impact the Company’s ability to carry on operations.

The Company’s operations were focused on mineral claim tenures in two blocks of approximately 107 hectares each, six kilometers apart.

Exploration Stage

The Company entered the exploration stage upon its inception .

Impairment of Long-Lived Assets

The Company periodically analyzes its long-lived assets for potential impairment, assessing the appropriateness of lives and recoverability of unamortized balances through measurement of undiscounted operation cash flows in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived Assets. If impairment is deemed to exist, the asset will be written down to its fair value. Fair value is generally determined using a discounted cash flow analysis. As at March 31, 2009, the Company does not believe any adjustment for impairment is required.

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SUNBERTA RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

March 31, 2009

(Expressed in US Dollars)

New Accounting Pronouncements

There were various other accounting standards and interpretations issued during 2008 and 2009, none of which are expected to have a material impact on the Company's financial position, operations or cash flows.

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.

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.

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SUNBERTA RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

March 31, 2009

(Expressed in US Dollars)

3. FIXED ASSETS

Fixed assets consist of the following:

	March 31, 2009		March 31, 2008

Computer equipment	$	1,963	$	2,406
Less: Accumulated depreciation		1,963		1,604

	$	-	$	802

4. MINERAL PROPERTIES

Mineral properties consist of the following mineral claim tenures:

Name	Number of claim tenures		Location	Area covered	Cost March 31, 2009		Cost March 31, 2008
Sombrio River	2	(2008 -4)	11km SE of Port Renfrew, British Columbia	42.768 hectares (2008 -106.933 hectares)	$	-	$	2,724
Loss Creek	2	(2008 – 3)	17km SE of Port Renfrew, British Columbia	64,208 hectares (2008-107.013 hectares)	$	-	$	2,724

					$	-	$	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. During the year ended March 31, 2009, the Company abandoned one of the Loss Creek properties and two of the Sombrio River properties when the fees required in lieu of completing exploration work came due but were not paid. Subsequent to March 31, 2009 the fees required in lieu of completing exploration work on the remaining four properties came due and have not been paid. Accordingly the properties have been written off and the operations associated with the properties have been treated in these financial statements as discontinued operations. See also note 9.

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SUNBERTA RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

March 31, 2009

(Expressed in US Dollars)

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. No interest has been paid to March 31, 2009. The carrying value of the demand loan includes $5,236 of interest payable as at March 31, 2009.

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 $6,000 has been recorded in the year ended March 31, 2009 (2008- $6,000), and additional paid-in capital has been increased by the corresponding amount.

Accounts payable includes $315 (2008 - $646) due to the CEO for reimbursement of expenses incurred on behalf of the Company.

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:

	2009		2008
Loss for the year	$	(60,062)	$	(82,075)
Average statutory tax rate		35%		35%

Expected income tax provision	$	(21,022)	$	(28,726)
Unrecognized tax losses		21,022		28,726

Income tax expense	$	--	$	--

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Table of Contents

SUNBERTA RESOURCES INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

March 31, 2009

(Expressed in US Dollars)

Significant components of deferred income tax assets are as follows:


Net operating losses carried forward	$	60,647
Valuation allowance		(60,647)

Net deferred income tax assets	$	-

The Company has net operating losses carried forward of approximately $173,000 for tax purposes which will expire in 2027 and 2028 if not utilized.

9. SUBSEQUENT EVENTS

The fees required by the Province of British Columbia in lieu of doing exploration work on the four remaining mineral claims came due between May 31, 2009 and June 14, 2009 and were not paid. Accordingly the claims have lapsed and the Company no longer has any rights associated with the claims. See also note 4.

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