UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-1/A
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
ALBA MINERAL EXPLORATION,
INC.
(Exact
name of Registrant as specified in its charter)
| Delaware | 1000 | n/a |
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
|
2
Mic Mac Place
Le
thbridge, Alberta,
Canada
|
T1K 5H6 | |
| (Name and address of principal executive offices) | (Zip Code) | |
|
Registrant's
telephone number, including area code: (
403)
331-0606
|
|
Approximate
date of commencement of proposed sale to the public:
|
As soon as practicable after
the effective date of this Registration
Statement
.
|
If any of
the securities being registered on the Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box |X|
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.|__|
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.|__|
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.|__|
If
delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box.|__|
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
|__| Smaller
reporting company |X|
COPIES
OF COMMUNICATIONS TO:
Alba
Mineral Exploration, Inc.
Attn:
Owen Gibson, President
2
Mic Mac Place, Lethbridge, AB, Canada T1K 5H6
Ph:
(403) 331-0606
CALCULATION
OF REGISTRATION FEE
|
TITLE OF
EACH
CLASS
OF
SECURITIES
TO
BE
REGISTERED
|
AMOUNT TO
BE
REGISTERED
|
PROPOSED
MAXIMUM
OFFERING
PRICE
PER
SHARE
|
PROPOSED
MAXIMUM
AGGREGATE
OFFERING
PRICE
(1)
|
AMOUNT
OF
REGISTRATION
FEE
|
| Common Stock | 1,723,450 | $0.10 (1) | $172,345 | $6.77 (2) |
|
(1)
|
This
price was arbitrarily determined by Alba Mineral Exploration,
Inc.
|
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457(a) under the Securities
Act.
|
THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
SUBJECT
TO COMPLETION, Dated March 31, 2008
PROSPECTUS
ALBA
MINERAL EXPLORATION, INC.
1,723,450
SHARES
OF COMMON STOCK
INITIAL
PUBLIC OFFERING
___________________
The
selling shareholders named in this prospectus are offering up to 1,723,450
shares of common stock offered through this prospectus. We will not
receive any proceeds from this offering and have not made any arrangements for
the sale of these securities. We have, however, set an offering price
for these securities of $0.10 per share.
We
will use our best efforts to maintain the effectiveness of the resale
registration statement from the effective date through and until all securities
registered under the registration statement have been sold or are otherwise able
to be sold pursuant to Rule 144 promulgated under the Securities Act of
1933.
|
Offering Price
|
Underwriting
Discounts and
Commissions
|
Proceeds
to Selling
Shareholders
|
|
|
Per
Share
|
$0.10
|
None
|
$0.10
|
|
Total
|
$
172,345
|
None
|
$172,345
|
Our
common stock is presently not traded on any market or securities
exchange. The sales price to the public is fixed at $0.10 per share
until such time as the shares of our common stock are traded on the NASD
Over-The-Counter Bulletin Board. Although we intend to apply for
quotation of our common stock on the NASD Over-The-Counter Bulletin Board,
public trading of our common stock may never materialize. If our
common stock becomes traded on the NASD Over-The-Counter Bulletin Board, then
the sale price to the public will vary according to prevailing market prices or
privately negotiated prices by the selling shareholders.
The
purchase of the securities offered through this prospectus involves a high
degree of risk. See section of this Prospectus entitled "Risk
Factors."
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
The
information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. The prospectus is
not an offer to sell these securities and it is not soliciting an offer to buy
these securities in any state where the offer or sale is not
permitted.
The Date
of This Prospectus Is: March 31, 2008
|
Page
|
|
Alba
Mineral Exploration, Inc.
We are in
the business of mineral exploration. Through our wholly-owned
Canadian subsidiary, Alba Mineral Exploration, Inc., an Alberta corporation, we
have acquired a 100% interest in the Crow Hill mineral claim located on the Baie
Verte Peninsula on Newfoundland Island, Canada. Our
subsidiary’s ownership in the Crow Hill claim was electronically staked and
recorded under the electronic mineral claim staking and recording procedures of
the Online Mineral Claims Staking System administered by the Department of
Natural Resources, Government of Newfoundland and Labrador, Canada. A
party is able to stake and record an interest in a particular mineral claim if
no other party has an interest in the said claim that is in good standing and on
record. There is no formal agreement between us and/or our subsidiary
and the Government of Newfoundland and Labrador.
We have
not commenced our planned exploration program. Our plan of operations is to
conduct mineral exploration activities on the Crow Hill mineral claim in order
to assess whether this claim possess commercially exploitable mineral deposits.
Our exploration program is designed to explore for commercially viable deposits
of gold and other metallic minerals. We have not, nor to our
knowledge has any predecessor, identified any commercially exploitable reserves
of these minerals on the Crow Hill mineral claim. We are an
exploration stage company and there is no assurance that a commercially viable
mineral deposit exists on the Crow Hill mineral claim.
The
mineral exploration program, consisting of geological mapping, sampling, and
geochemical analyses, is oriented toward defining drill targets on mineralized
zones within the Crow Hill mineral claim.
Currently,
we are uncertain of the number of mineral exploration phases we will conduct
before concluding whether there are commercially viable minerals present on the
Crow Hill mineral claim. Further phases beyond the current
exploration program will be dependent upon a number of factors such as a
consulting geologist’s recommendations based upon ongoing exploration program
results, and our available funds.
Since we
are in the exploration stage of our business plan, we have not yet earned any
revenues from our planned operations. As of December 31, 2007, we had $34,386
cash on hand and no liabilities. Accordingly, our working capital position as of
December 31, 2006 was $34,386. Since our inception through December
31, 2007, we have incurred a net loss of $959. We attribute our net
loss to having no revenues to offset our expenses and the professional fees
related to the creation and operation of our business.
Our
fiscal year ended is December 31.
We were
incorporated on July 24, 2007, under the laws of the state of Delaware. Our
principal offices are located at 2 Mic Mac Place, Lethbridge, Alberta, Canada
T1K 5H6. Our resident agent is Business Filings, Inc. at 108 West 13
th
Street,
Wilmington, DE 19801. Our phone number is (403)
331-0606.
The
Offering
|
Securities
Issued and to be Issued
|
5,033,450
shares of our common stock are issued and outstanding as of the date of
this prospectus. All of the common stock to be sold under this prospectus
will be sold by existing shareholders. There will be no increase in our
issued and outstanding shares as a result of this
offering.
|
|
Use
of Proceeds
|
We
will not receive any proceeds from the sale of the common stock by the
selling shareholders.
|
Summary
Financial Information
|
Balance Sheet Data
|
From
Inception on July 24, 2007 through
December
31, 2007 (audited)
|
|
| Cash | $ | 34,386 |
| Total Assets | 34,386 | |
|
Liabilities
|
0 | |
|
Total
Stockholder’s Equity (Deficit)
|
(34,386) | |
|
Statement of Operations
|
||
| Revenue | $ | 0 |
|
Net
Loss for Reporting Period
|
$ | 959 |
You
should consider each of the following risk factors and any other information set
forth herein and in our reports filed with the SEC, including our financial
statements and related notes, in evaluating our business and prospects. The
risks and uncertainties described below are not the only ones that impact on our
operations and business. Additional risks and uncertainties not presently known
to us, or that we currently consider immaterial, may also impair our business or
operations. If any of the following risks actually occur, our business and
financial results or prospects could be harmed. In that case, the value of the
Common Stock could decline.
As of
December 31, 2007, we had cash in the amount of $34,386. Our cash on hand will
allow us to complete the initial work program recommended by our consulting
geologist. The recommended work program will consist of mapping,
sampling, and geochemical analyses aimed at identifying and locating potential
gold deposits on the Crow Hill property. If significant additional exploration
activities are warranted and recommended by our consulting geologist, we will
likely require additional financing in order to move forward with our
development of the claim. We currently do not have any operations and we
have no income. We will require additional financing to sustain our business
operations if we are not successful in earning revenues once exploration is
complete. If our exploration programs are successful in discovering
reserves of commercial tonnage and grade, we will require significant additional
funds in order to place the Crow Hill mineral claim into commercial production.
We currently do not have any arrangements for financing and we may not be able
to obtain financing when required. Obtaining additional financing would be
subject to a number of factors, including the market prices for gold and other
metallic minerals and the costs of exploring for or commercial production of
these materials. These factors may make the timing, amount, terms or conditions
of additional financing unavailable to us.
We have
incurred a net loss of $959 for the period from our inception, July 24,
2007, to December 31, 2007, and have no sales. Our future is
dependent upon our ability to obtain financing and upon future profitable
operations from the commercial exploitation of an interest in mineral claims.
Our auditors have issued a going concern opinion and have raised substantial
doubt about our continuance as a going concern. When an auditor issues a going
concern opinion, the auditor has substantial doubt that the company will
continue to operate indefinitely and not go out of business and liquidate its
assets. This is a significant risk to investors who purchase shares
of our common stock because there is an increased risk that we may not be able
to generate and/or raise enough resources to remain operational for an
indefinite period of time. Potential investors should also be aware of the
difficulties normally encountered by new mineral exploration companies and the
high rate of failure of such enterprises.
The auditor’s going concern opinion may inhibit our ability to raise financing
because we may not remain operational for an indefinite period of time resulting
in potential investors failing to receive any return on their
investment.
There is
no history upon which to base any assumption as to the likelihood that we will
prove successful, and it is doubtful that we will generate any operating
revenues or ever achieve profitable operations. If we are unsuccessful in
addressing these risks, our business will most likely fail.
We have
just planned the initial stages of exploration on our recently –staked mineral
claims. As a result, we have no way to evaluate the likelihood
that we will be able to operate the business successfully. We were
incorporated on July 24, 2007, and to date have been involved primarily in
organizational activities, the staking of our mineral claim, and obtaining
independent consulting geologist’s report on this mineral claim. We
have not earned any revenues as of the date of this prospectus, and thus face a
high risk of business failure.
Mr. Owen
Gibson, our president and director, does not have any training as a geologist or
an engineer. As a result, our management may lack certain skills that
are advantageous in managing an exploration company. In addition, Mr. Gibson’s
decisions and choices may not take into account standard engineering or
managerial approaches mineral exploration companies commonly use. Consequently,
our operations, earnings, and ultimate financial success could suffer
irreparable harm due to management’s lack of experience in geology and
engineering.
We have a
verbal agreement with our consulting geologist that requires him to review all
of the results from the exploration work performed upon the mineral claim that
we have purchased and then make recommendations based upon those results. In
addition, we have a verbal agreement with our accountants to perform requested
financial accounting services and our outside auditors to perform auditing
functions. Each of these functions requires the services of persons
in high demand and these persons may not always be available. The
implementation of our business plan may be impaired if these parties do not
perform in accordance with our verbal agreement. In addition, it may
be difficult to enforce a verbal agreement in the event that any of these
parties fail to perform.
Potential
investors should be aware of the difficulties normally encountered by new
mineral exploration companies and the high rate of failure of such
enterprises. The likelihood of success must be considered in light of
the problems, expenses, difficulties, complications and delays
encountered
in connection with the exploration of the mineral properties that we plan to
undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates. The search for valuable minerals
also involves numerous hazards. As a result, we may become subject to
liability for such hazards, including pollution, cave-ins and other hazards
against which we cannot insure or against which we may elect not to
insure. At the present time, we have no coverage to insure against
these hazards. The payment of such liabilities may have a material adverse
effect on our financial position. In addition, there is no assurance
that the expenditures to be made by us in the exploration of the mineral claims
will result in the discovery of mineral deposits. Problems such as
unusual or unexpected formations and other conditions are involved in mineral
exploration and often result in unsuccessful exploration efforts.
Prior to
completion of our exploration stage, we anticipate that we will incur increased
operating expenses without realizing any revenues. We expect to incur
continuing and significant losses into the foreseeable future. As a
result of continuing losses, we may exhaust all of our resources and be unable
to complete the exploration of the Crow Hill mineral claim. Our
accumulated deficit will continue to increase as we continue to incur
losses. We may not be able to earn profits or continue operations if
we are unable to generate significant revenues from the exploration of the
mineral claims if we exercise our option. There is no history upon
which to base any assumption as to the likelihood that we will be successful,
and we may not be able to generate any operating revenues or ever achieve
profitable operations. If we are unsuccessful in addressing these
risks, our business will most likely fail.
Mr.
Gibson, our president and chief financial officer, devotes 5 to 10 hours per
week to our business affairs. We do not have an employment agreement with Mr.
Gibson nor do we maintain a key man life insurance policy for him. Currently, we
do not have any full or part-time employees. If the demands of our
business require the full business time of Mr. Gibson, it is possible that Mr.
Gibson may not be able to devote sufficient time to the management of our
business, as and when needed. If our management is unable to devote a
sufficient amount of time to manage our operations, our business will
fail.
Mr.
Gibson is our president, chief financial officer and sole
director. He owns 47.68% of the outstanding shares of our common
stock. Accordingly, he will have a significant influence in determining the
outcome of all corporate transactions or other matters, including mergers,
consolidations and the sale of all or substantially all of our assets, and also
the power to prevent or
cause a
change in control. While we have no current plans with regard to any merger,
consolidation or sale of substantially all of its assets, the interests of Mr.
Gibson may still differ from the interests of the other
stockholders.
Our
president, Mr. Owen Gibson owns 2,400,000 shares of our common stock which
equates to 47.68% of our outstanding common stock. There is presently
no public market for our common stock and we plan to apply for quotation of our
common stock on the NASD over-the-counter bulletin board upon the effectiveness
of the registration statement of which this prospectus forms a
part. If our shares are publicly traded on the over-the-counter
bulletin board, Mr. Gibson will eventually be eligible to sell his shares
publicly subject to the volume limitations in Rule 144. The offer or
sale of a large number of shares at any price may cause the market price to
fall. Sales of substantial amounts of common stock or the perception
that such transactions could occur, may materially and adversely affect
prevailing markets prices for our common stock.
The
mineral exploration business is highly competitive. This industry has
a multitude of competitors and no small number of competitors dominates this
industry with respect to any of the large volume metallic
minerals. Our exploration activities will be focused on attempting to
locate commercially viable gold deposits on the Crow Hill claim. Many
of our competitors have greater financial resources than us. As a
result, we may experience difficulty competing with other businesses when
conducting mineral exploration activities on the Crow Hill mineral
claim. If we are unable to retain qualified personnel to assist us in
conducting mineral exploration activities on the Crow Hill mineral claim if a
commercially viable deposit is found to exist, we may be unable to enter into
production and achieve profitable operations.
Even if
commercial quantities of reserves are discovered, a ready market may not exist
for the sale of the reserves. Numerous factors beyond our control may affect the
marketability of any substances discovered. These factors include
market fluctuations, the proximity and capacity of natural resource markets and
processing equipment, government regulations, including regulations relating to
prices, taxes, royalties, land tenure, land use, importing and exporting of
minerals and environmental protection. These factors could inhibit
our ability to sell minerals in the event that commercial amounts of minerals
are found.
There are several governmental
regulations that materially restrict mineral exploration or
exploitation. We may be required to obtain work permits, post bonds
and perform remediation work for any physical disturbance to the land in order
to comply with these regulations. Currently, we have not experienced
any difficulty with compliance of any laws or regulations which affect our
business. While our planned exploration program budgets for
regulatory compliance, there is a risk that new regulations could increase our
costs of doing business, prevent us from carrying out our exploration program,
and make compliance with new regulations unduly burdensome.
We are
unaware of any outstanding native land claims on the Crow Hill mineral
claim. Notwithstanding, it is possible that a native land claim could
be made in the future. The federal and provincial government policy is at this
time is to consult with all potentially affected native bands and other
stakeholders in the area of any potential commercial production. In the event
that we encounter a situation where a native person or group claims an interest
in the Crow Hill mineral claim, we may be unable to provide compensation to the
affected party in order to continue with our exploration work, or if such an
option is not available, we may have to relinquish any interest that we may have
in this claim. The Supreme Court of Canada recently ruled that both the federal
and provincial governments in Canada are now obliged to negotiate these matters
in good faith with native groups and at no cost to us. Notwithstanding, the
costs and/or losses could be greater than our financial capacity and our
business would fail.
The land
covered by the Cow Hill mineral claim is owned by the Government of Newfoundland
and Labrador. The availability to conduct an exploratory program on
the Crow Hill mineral claim is subject to the consent of the Government of
Newfoundland and Labrador.
In order
to keep the Crow Hill mineral claims in good standing with the Government of
Newfoundland and Labrador, the Government of Newfoundland and Labrador requires
that before the expiry dates of the mineral claim that exploration work on the
mineral claim valued at an amount stipulated by the government be completed
together with the payment of a filing fee or payment to the Government of
Newfoundland and Labrador in lieu of completing exploration work. In
the event that these conditions are not satisfied prior to the expiry dates of
the mineral claim, we will lose our interest in the mineral claim and the
mineral claim then become available again to any party that wishes to stake an
interest in these claims. In the event that either we are
ejected
from the land or our mineral claims expire, we will lose all interest that we
have in the Crow Hill mineral claim.
The
Sarbanes-Oxley Act of 2002 was enacted in response to public concerns regarding
corporate accountability in connection with recent accounting scandals. The
stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility,
to provide for enhanced penalties for accounting and auditing improprieties at
publicly traded companies, and to protect investors by improving the accuracy
and reliability of corporate disclosures pursuant to the securities laws. The
Sarbanes-Oxley Act generally applies to all companies that file or are required
to file periodic reports with the SEC, under the Securities Exchange Act of
1934. Upon becoming a public company, we will be required to comply
with the Sarbanes-Oxley Act and it is costly to remain in compliance with the
federal securities regulations. Additionally, we may be unable to
attract and retain qualified officers, directors and members of board committees
required to provide for our effective management as a result of Sarbanes-Oxley
Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a
series of rules and regulations by the SEC that increase responsibilities and
liabilities of directors and executive officers. The perceived increased
personal risk associated with these recent changes may make it more costly or
deter qualified individuals from accepting these roles. Significant
costs incurred as a result of becoming a public company could divert the use of
finances from our operations resulting in our inability to achieve
profitability.
A market
for our common stock may never develop. We currently plan to apply
for quotation of our common stock on the NASD over-the-counter bulletin board
upon the effectiveness of the registration statement of which this prospectus
forms a part. However, our shares may never be traded on the bulletin
board, or, if traded, a public market may not materialize. If our
common stock is not traded on the bulletin board or if a public market for our
common stock does not develop, investors may not be able to re-sell the shares
of our common stock that they have purchased and may lose all of their
investment.
The
selling shareholders are offering 1,723,450 shares of our common stock through
this prospectus. Our common stock is presently not traded on any market or
securities exchange, but should a market develop, shares sold at a price below
the current market price at which the common stock is trading will cause that
market price to decline. Moreover, the offer or sale of a large number of shares
at any price may cause the market price to fall. The outstanding
shares of
common
stock covered by this prospectus represent 34.24% of the common shares
outstanding as of the date of this prospectus.
Broker-dealer
practices in connection with transactions in "penny stocks" are regulated by
penny stock rules adopted by the Securities and Exchange Commission. Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on some national securities exchanges or quoted on
Nasdaq). The penny stock rules require a broker-dealer, prior to a transaction
in a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document that provides information about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and, if the broker-dealer is the sole market maker, the broker-dealer must
disclose this fact and the broker-dealer's presumed control over the market, and
monthly account statements showing the market value of each penny stock held in
the customer's account. In addition, broker-dealers who sell these securities to
persons other than established customers and "accredited investors" must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
Consequently, these requirements may have the effect of reducing the level of
trading activity, if any, in the secondary market for a security subject to the
penny stock rules, and investors in our common stock may find it difficult to
sell their shares.
In the
event that our shares are quoted on the over-the-counter bulletin board,
we will be required
order to remain current in our filings with the SEC in order for shares of our
common stock to be eligible for quotation on the over-the-counter bulletin
board. In the event that we become delinquent in our required filings
with the SEC, quotation of our common stock will be terminated following a 30 or
60 day grace period if we do not make our required filing during that
time. If our shares are not eligible for quotation on the
over-the-counter bulletin board, investors in our common stock may find it
difficult to sell their shares.
This
prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan,
expect, future, intend and similar expressions to identify such forward-looking
statements. The actual results could differ materially from our
forward-looking statements. Our actual results are most likely to
differ materially from those anticipated in these forward-looking statements for
many reasons, including the risks faced by us described in this Risk Factors
section and elsewhere in this prospectus.
We will
not receive any proceeds from the sale of the common stock offered through this
prospectus by the selling shareholders.
All
shares being offered will be sold by existing shareholders without our
involvement, consequently the actual price of the stock will be determined by
prevailing market prices at the time of sale or by private transactions
negotiated by the selling shareholders. The offering price will thus be
determined by market factors and the independent decisions of the selling
shareholders.
The
common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no
dilution to our existing shareholders.
The
selling shareholders named in this prospectus are offering all of the 1,723,450
shares of common stock offered through this prospectus. All of the shares were
acquired from us by the selling shareholders in offerings that were exempt from
registration pursuant to Rule 903(C)(3) of Regulation S of the Securities Act of
1933. The selling shareholders purchased their shares in two
offerings completed on November 9, 2007 and November 27, 2007,
respectively.
The
following table provides information regarding the beneficial ownership of our
common stock held by each of the selling shareholders as of December 31, 2006
including:
1. the
number of shares owned by each prior to this offering;
2. the
total number of shares that are to be offered by each;
3. the
total number of shares that will be owned by each upon completion of the
offering;
4. the
percentage owned by each upon completion of the offering;
and
5. the
identity of the beneficial holder of any entity that owns the
shares.
The named
party beneficially owns and has sole voting and investment power over all shares
or rights to the shares, unless otherwise shown in the table. The
numbers in this table assume that none of the selling shareholders sells shares
of common stock not being offered in this prospectus or purchases additional
shares of common stock, and assumes that all shares offered are
sold. The
percentages
are based on 5,033,450 shares of common stock outstanding on December
31, 2007.
|
Name of Selling Shareholder
|
Shares
Owned Prior to this
Offering
|
Total
Number of Shares to be Offered for Selling Shareholder
Account
|
Total Shares to be
Owned Upon Completion of this
Offering
|
Percent
Owned Upon Completion of this
Offering
|
|
Jane
Brann
111
Sunmount Bay, SE
Calgary,
AB T2X 2N1
|
40,000
|
40,000
|
zero
|
zero
|
|
Jennifer
Schaffer
167
Sunmount Bay, SE
Calgary,
AB T2X 2N2
|
40,000
|
40,000
|
zero
|
zero
|
|
Fred
Gowland
2625
Westside Drive
Lethbridge,
AB T1J 4N1
|
150,000
|
150,000
|
zero
|
zero
|
|
Robert
Chambers
90
Iroquois Cr. W.
Lethbridge,
AB T1K 5J4
|
150,000
|
150,000
|
zero
|
zero
|
|
Joyce
Chambers
90
Iroquois Cr. W.
Lethbridge,
AB T1K 5J4
|
65,000
|
65,000
|
zero
|
zero
|
|
Don
Dormer
829
27 Street, N
Lethbridge,
AB T1H 3X7
|
150,000
|
150,000
|
zero
|
zero
|
|
Mark
Devine
10720
Maplecrest Road, SE
Calgary,
AB T2J 1X9
|
40,000
|
40,000
|
zero
|
zero
|
|
Brent
Anderson
107
Algonquin Road, N
Lethbridge,
AB T1K 5B3
|
150,000
|
150,000
|
zero
|
zero
|
|
Wayne
Britton
58
Heritage Close
Lethbridge,
AB T1K 6S1
|
120,000
|
120,000
|
zero
|
zero
|
|
Jon
Geske
93
Simon Fraser Blvd.
Lethbridge,
AB T1K 4R2
|
120,000
|
120,000
|
zero
|
zero
|
|
Dean
Sawa
1105
41st Avenue, N
Lethbridge,
AB T1H 6B8
|
120,000
|
120,000
|
zero
|
zero
|
|
Len
Besaw
2022
- 21 Avenue, N
Lethbridge,
AB T1H 4G6
|
90,000
|
90,000
|
zero
|
zero
|
|
John
Grieve
24
Heritage Point, W
Lethbridge,
AB T1K 7B7
|
90,000
|
90,000
|
zero
|
zero
|
|
Dave
Harper
PO
Box 851
Vulcan,
AB T0L 2B0
|
90,000
|
90,000
|
zero
|
zero
|
|
Wayne
Williams
442
- 100 2 Avenue, S
Lethbridge,
AB T1J 0B5
|
65,000
|
65,000
|
zero
|
zero
|
|
Stu
Sinclair
161
Covemeadow Crt., NE
Calgary,
AB T3K 6H1
|
65,000
|
65,000
|
zero
|
zero
|
|
Danielle
Sinclair
161
Covemeadow Crt., NE
Calgary,
AB T3K 6H1
|
65,000
|
65,000
|
zero
|
zero
|
|
Glenys
Williams
6627
54 Avenue, NW
Calgary,
AB T3B 3N4
|
40,000
|
40,000
|
zero
|
zero
|
|
Leanne
Robertshaw
5119
Norris Road, NW
Calgary,
AB T2K 5R6
|
9,500
|
9,500
|
zero
|
zero
|
|
John
Pearce
39
Rose Tree Road, NW
Calgary,
AB T2K 1M8
|
8,000
|
8,000
|
zero
|
zero
|
|
Vanessa
Sikora
9129
21 Street, SE
Calgary,
AB T2C 3Z4
|
6,500
|
6,500
|
zero
|
zero
|
|
Doug
Nelson
1212
Lake Fraser Gr. SE
Calgary,
AB T2J 7H6
|
8,800
|
8,800
|
zero
|
zero
|
|
Doris
Nelson
1212
Lake Fraser Gr. SE
Calgary,
AB T2J 7H6
|
6,900
|
6,900
|
zero
|
zero
|
|
Bonnie
Poettcker
29
Silverado Creek Cres., SW
Calgary,
AB T2X 0C6
|
5,400
|
5,400
|
zero
|
zero
|
|
Chantelle
Rauda
88
Stafford Blvd. N
Lethbridge,
AB T1H 6E3
|
8,650
|
8,650
|
zero
|
zero
|
|
Jose
Rauda
88
Stafford Blvd. N
Lethbridge,
AB T1H 6E3
|
7,500
|
7,500
|
zero
|
zero
|
|
Don
Maclean
Box
2042
Fort
Macleod, AB T0L 0X0
|
5,500
|
5,500
|
zero
|
zero
|
|
Paul
Elser
27
Heritage Green, W
Lethbridge,
AB T1K 7Z7
|
5,500
|
5,500
|
zero
|
zero
|
None of
the selling shareholders: (1) has had a material relationship with us other than
as a shareholder at any time within the past three years; or (2) has ever been
one of our officers or directors.
The
selling shareholders may sell some or all of their common stock in one or more
transactions, including block transactions:
|
1.
|
on
such public markets or exchanges as the common stock may from time to time
be trading;
|
|
2.
|
in
privately negotiated transactions;
|
|
3.
|
through
the writing of options on the common
stock;
|
|
4.
|
in
short sales, or;
|
|
5.
|
in
any combination of these methods of
distribution.
|
The sales
price to the public is fixed at $0.10 per share until such time as the shares of
our common stock become traded on the NASD Over-The-Counter Bulletin Board or
another exchange. Although we intend to apply for quotation of our
common stock on the NASD Over-The-Counter Bulletin Board, public trading of our
common stock may never materialize. If our common stock becomes
traded on the NASD Over-The-Counter Bulletin Board, or another exchange, then
the sales price to the public will vary according to the selling decisions of
each selling shareholder and the market for our stock at the time of
resale. In these circumstances, the sales price to the public may
be:
1. the
market price of our common stock prevailing at the time of sale;
2. a
price related to such prevailing market price of our common stock,
or;
3. such
other price as the selling shareholders determine from time to
time.
The
shares may also be sold in compliance with the Securities and Exchange
Commission's Rule 144.
The
selling shareholders may also sell their shares directly to market makers acting
as agents in unsolicited brokerage transactions. Any broker or dealer
participating in such transactions as an agent may receive a commission from the
selling shareholders or from such purchaser if they act as agent for the
purchaser. If applicable, the selling shareholders may distribute shares to one
or more of their partners who are unaffiliated with us. Such partners
may, in turn, distribute such shares as described above.
We are
bearing all costs relating to the registration of the common
stock. The selling shareholders, however, will pay any commissions or
other fees payable to brokers or dealers in connection with any sale of the
common stock.
The
selling shareholders must comply with the requirements of the Securities Act of
1933 and the Securities Exchange Act in the offer and sale of the common
stock. In particular, during such times as the selling shareholders
may be deemed to be engaged in a distribution of the common stock, and therefore
be considered to be an underwriter, they must comply with applicable law and
may, among other things:
1. not
engage in any stabilization activities in connection with our common
stock;
2. furnish
each broker or dealer through which common stock may be offered, such copies
of this
prospectus,
as amended from time to time, as may be required by such broker or dealer;
and;
3. not
bid for or purchase any of our securities or attempt to induce any
person to purchase any of
our
securities other than as permitted under the Securities
Exchange Act.
Common
Stock
We have
65,000,000 common shares with a par value of $0.001 per share of common stock
authorized, of which 5,033,450 shares were outstanding as of March 31,
2008.
Voting
Rights
Holders
of common stock have the right to cast one vote for each share of stock in his
or her own name on the books of the corporation, whether represented in person
or by proxy, on all matters submitted to a vote of holders of common stock,
including the election of directors. There is no right to cumulative
voting in the election of directors. Except where a greater
requirement is provided by statute or by the Articles of Incorporation, or by
the Bylaws, the presence, in person or by proxy duly authorized, of the holder
or holders of a majority of the outstanding shares of the our common voting
stock shall constitute a quorum for the transaction of business. The vote by the
holders of a majority of such outstanding shares is also required to effect
certain fundamental corporate changes such as liquidation, merger or amendment
of the Company's Articles of Incorporation.
Dividends
There are
no restrictions in our articles of incorporation or bylaws that restrict us from
declaring dividends. The Delaware General Corporation Law (the “DGCL”) provides
that a corporation may pay dividends out of surplus, out the corporation's net
profits for the preceding fiscal year, or both provided that there remains in
the stated capital account an amount equal to the par value represented by all
shares of the corporation's stock raving a distribution preference.
We have
not declared any dividends, and we do not plan to declare any dividends in the
foreseeable future.
Pre-emptive
Rights
Holders
of common stock are not entitled to pre-emptive or subscription or conversion
rights, and there are no redemption or sinking fund provisions applicable to the
Common Stock. All outstanding shares of common stock are, and the shares of
common stock offered hereby will be when issued, fully paid and
non-assessable.
Share
Purchase Warrants
We have
not issued and do not have outstanding any warrants to purchase shares of our
common stock.
Options
We have
not issued and do not have outstanding any options to purchase shares of our
common stock.
Convertible
Securities
We have
not issued and do not have outstanding any securities convertible into shares of
our common stock or any rights convertible or exchangeable into shares of our
common stock.
Preferred
Stock
We have
10,000,000 preferred shares with a par value of $0.001 per share of preferred
stock authorized. As of March 3, 2008, no shares of preferred stock
had been issued.
Transfer
Agent
Our
transfer agent is Empire Stock Transfer, located at 2470 St. Rose Pkwy, Suite
304 Henderson, NV 89074. Phone: (702) 818-5898.
Delaware
Anti-Takeover Laws
We are
subject to the provisions of Section 203 of the DGCL, which applies to "business
combinations" such as a merger, asset or stock sale or other transaction that
result in financial benefit to an "interested stockholder". An "interested
stockholder" is a person who, together with affiliates and associates, owns, or
within three years prior, did own, 15% or more of a corporation's outstanding
voting stock. Section 203 generally prohibits a publicly held Delaware
corporation from engaging in a "business combination" with an "interested
stockholder" for a period of three years following the time that the stockholder
became an interested stockholder, unless:
|
·
|
prior
to entering into the business combination,, the board of directors of the
corporation approved either the business combination or the transaction
that resulted in the stockholder becoming an interested
stockholder;
|
|
·
|
upon
consummation of the transaction that resulted in the stockholder becoming
an interested stockholder, the interested stockholder owned at least 85%
of the voting stock of the corporation outstanding at the time the
transaction commenced, excluding for purposes of determining the number of
shares outstanding, those shares owned by persons who are directors and
also officers, and employee stock plans in which employee participants do
not have the right to determine confidentially whether shares held subject
to the plan will be tendered in a tender or exchange offer;
or
|
|
·
|
on
or subsequent to that time, the business combination is approved by the
board of directors and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at
least two-thirds of the outstanding voting stock that is not owned by the
interested stockholder.
|
This
provision may have the effect of delaying, deterring or preventing a change in
control over us without further actions by our stockholders.
No expert
or counsel named in this prospectus as having prepared or certified any part of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis, or had, or
is to receive, in connection with the offering, a substantial interest, direct
or indirect, in the registrant or any of its parents or subsidiaries. Nor was
any such person connected with the registrant or any of its parents or
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.
David S.
Jennings, Esq., our independent legal counsel, has provided an opinion on the
validity of our common stock.
Moore
& Associates, Chtd., Certified Public Accountants, has audited our financial
statements included in this prospectus and registration statement to the extent
and for the periods set forth in their audit report. Moore &
Associates, Chtd. has presented their report with respect to our audited
financial statements. The report of Moore & Associates, Chtd. is
included in reliance upon their authority as experts in accounting and
auditing.
Richard
A. Jeanne, Consulting Geologist has provided a geological evaluation report on
the “Crow Hill” mineral property. He was employed on a flat rate
consulting fee and he has no interest, nor does he expect any interest in the
property or securities of Alba Mineral Exploration, Inc.
In
General
We are an
exploration stage company that intends to engage in the exploration of mineral
properties. We have acquired a mineral claim that we refer to as the
Crow Hill mineral claim. Exploration of this mineral claim is required before a
final determination as to its viability can be made.
The
property is located on the east side of the Baie Verte highway (Route 410)
approximately 8 km (about 5 miles) south-southwest of Flat Water Pond on the
Baie Verte Peninsula, Newfoundland, Canada. It can be accessed from
the Baie Verte highway via secondary roads and several 4x4 tracks.
Our plan
of operations is to carry out exploration work on this claim in order to
ascertain whether it possesses commercially exploitable quantities of gold and
other metals. We will not be able to
determine
whether or not the Crow Hill mineral claim contains a commercially exploitable
mineral deposit, or reserve, until appropriate exploratory work is done and an
economic evaluation based on that work indicates economic
viability.
Phase I
of our exploration program will begin in the Summer of 2008 and will cost
approximately $11,290. This phase will consist of a thorough review
of the geologic literature, compilation of maps and cross sections pertinent to
the Crow Hill property, as well as on-site surface reconnaissance, mapping,
sampling, and geochemical analyses. Phase II of our program
will consist of on-site trenching, mapping, and sampling, followed by
geochemical analyses of the various samples gathered and preparation of a report
and data compilation. Phase II of our exploration program will cost
approximately $13,290 and will commence in the late Summer or early Fall of
2008. The existence of commercially exploitable mineral deposits in
the Crow Hill mineral claim is unknown at the present time and we will not be
able to ascertain such information until we receive and evaluate the results of
our exploration program.
Acquisition
of the Crow Hill mineral claim.
Through
our wholly-owned Canadian subsidiary, Alba Mineral Exploration, Inc., an Alberta
corporation, we have acquired a 100% interest in the Crow Hill mineral claim
located on the Baie Verte Peninsula on Newfoundland Island,
Canada. Our subsidiary’s ownership in the Crow Hill claim
was electronically staked and recorded under the electronic mineral claim
staking and recording procedures of the Online Mineral Claims Staking System
administered by the Department of Natural Resources, Government of Newfoundland
and Labrador, Canada. A party is able to stake and record an interest
in a particular mineral claim if no other party has an interest in the said
claim that is in good standing and on record. There is no formal
agreement between us and/or our subsidiary and the Government of Newfoundland
and Labrador.
The Crow
Hill claim is administered under the Mineral Act of Newfoundland and
Labrador. Our interest in the Crow Hill mineral claim will continue
for up to twenty years provided that the minimum required expenditures toward
exploration work on the claim are made in compliance with the
Act. The required amount of expenditures toward exploration work is
set by the Province of Newfoundland and Labrador and can be altered in its sole
discretion. Currently, the amount required to be expended annually
for exploration work within the first year that the mineral claim is acquired is
$200 per claim. The required expenditures per claim increase
gradually each year up to a maximum of $1,200 per claim for the sixteenth year
and beyond. Within 60 days following the anniversary date of the
claim, an assessment report on the work performed must be submitted to the
Mineral Claims Recorder. Every five years, renewal fee of between $25
and $100 per claim is also required.
We
selected the Crow Hill mineral property based upon an independent geological
report which was commissioned from Richard A. Jeanne, a Consulting Geologist.
Mr. Jeanne recommended an exploration program on this claim which will cost us
approximately $24,580.
Description
and Location of the Crow Hill mineral claim
The Crow
Hill property is located on the Baie Verte Peninsula on Newfoundland Island,
Canada. It comprises 575 hectares (1421 acres), approximately
centered at latitude 49
0
42’ 43"
North, longitude 56
0
20’ 25"
West (UTM Zone 21, 547565 Easting - 5506598 Northing). It lies within
the area covered by NTS map sheet 12H09.
The
Government of Newfoundland and Labrador owns the land covered by the Crow Hill
mineral claim. Currently, we are not aware of any native land claims that might
affect the title to the mineral claim or to Newfoundland and Labrador’s title of
the property. Although we are unaware of any situation that would threaten this
claim, it is possible that a native land claim could be made in the future. The
federal and provincial government policy at this time is to consult with all
potentially affected native bands and other stakeholders in the area of any
potential commercial production. If we should encounter a situation where a
native person or group claims and interest in this claim, we may choose to
provide compensation to the affected party in order to continue with our
exploration work, or if such an option is not available, we may have to
relinquish any interest that we hold in this claim.
Geological
Exploration Program in General
We have
obtained an independent Geological Report and have acquired a 100% ownership
interest in the Crow Hill mineral claim. Richard A. Jeanne, Consulting
Geologist, has prepared this Geological Report and reviewed all available
exploration data completed on this mineral claim.
Mr.
Jeanne is a geologist with offices at 3055 Natalie Street, Reno Nevada, 89509.
He has a B.S. in Geology from Northern Arizona University and an M.A.
in Geology from Boston University with over 27 years experience since
graduation. Mr. Jeanne is a Certified Professional Geologist with the
American Institute of Professional Geologists (Certificate Number
8397).
The
property that is the subject of the Crow Hill mineral claim is undeveloped and
does not contain any open-pit or underground mines which can be rehabilitated.
There is no commercial production plant or equipment located on the property
that is the subject of the mineral claim. Currently, there is no power supply to
the mineral claims. We have not yet commenced the field work phase of our
initial exploration program. Exploration is currently in the
planning stages. Our exploration program is exploratory in nature and
there is no assurance that mineral reserves will be found. The
details of the Geological Report are provided below.
Crow
Hill Mineral Claim Geological Report, Dated January 9, 2008
A primary
purpose of the geological report is to review information, if any, from the
previous exploration of the mineral claims and to recommend exploration
procedures to establish the feasibility of commercial production project on the
mineral claims. The summary report lists results of the history of
the exploration of the mineral claims, the regional and local geology of the
mineral claims and the mineralization and the geological formations identified
as a result of the prior exploration. The summary report also gave
conclusions regarding potential mineralization of the mineral claims and
recommended a further geological exploration program.
Exploration
Potential of the Crow Hill Mineral Claim
The Crow
Hill property is located within an area of widespread gold
mineralization. Four occurrences of gold have been discovered on the
property by previous workers. At the time this previous exploration
was conducted, the price of gold was less that US$ 400 per ounce and
the grades encountered were not significant enough to justify continued
exploration. Today's gold prices exceed US$ 850 per ounce, so many
deposits that were sub-economic in the 1980's and 1990's are now being
reevaluated.
Much of
the area east and south of the Crow Hill property is covered by current claims
owned by various competitors. The extent of current exploration activities in
the area is unknown to this author. Potential for bonanza grade
mineralization being discovered in the region is excellent. The high
grade sample that assayed 105.3 g/t Au reported by Noranda-Muscocho joint
venture geologists was collected from quartz float on the east side of Micmac
Lake, about 20 km south of Crow Hill. The Micmac Lake area is
currently covered by a competitor's valid claims.
Gold
mineralization has been documented by Noranda-Muscocho geologists on the Crow
Hill property. Anomalies revealed by reconnaissance sampling were
followed up by trenching and drilling. In the south zone, they recognized a 20 x
70 meter zone of quartz-sericite altered felsic volcanic rocks and a second,
parallel zone to the east. Analyses ranged to 1.03 g/t Au from a 12 m
channel sample and 1.87 g/t Au over 11.0 m from a diamond drill
hole. From one of the trenches, a 1 m interval assayed 6.0 g/t Au and
a grab sample yielded 16.0 g/t Au. Samples of mineralized
float from the area assayed up to 5.6 g/t Au.
The
alteration zone in the northern part of the property, exposed by seven trenches,
is up to 20 m wide and has been traced for a strike length of 365
m. In addition to samples collected from the trenches, the zone was
tested by two diamond drill holes. Assays from channel samples from
the north zone included 2.27 g/t Au over 8.0 m and 1.1 g/t over 10
m. No analytical data from the drilling is reported.
The
region is underlain by rocks of the Omineca tectonic belt. West of
the claim are the Rossland and Ymir group rocks of Early Jurassic age, and to
the east are rocks of the North American Terrane comprised of the Middle
Proterozoic Windermere Supergroup and Lower Cambrian Quartzite Range and Reno
formations. In the vicinity of the claim, and structurally overlying
the Quartzite Range and Reno formations, are rocks of the Kootenay terrane
comprised of the Lardeau Group and the Laib and Active
formations. The claim itself appears to be underlain by the Active
Formation.
Access to
the property can be gained by traveling north on highway 410 approximately 25 km
from its intersection with Trans-Canada Highway 1 to a secondary road extending
eastward toward Middle Arm. At this point, highway 410 crosses two
corners of the claim. The secondary road crosses the north central
portion of the claim block and 4x4 trails extending north and south from this
road provide access to most of the property.
The area
typically is blanketed with snow during the winter months but during the
remainder of the year the climate is moderate. The property is dotted
with numerous ponds, streams and boggy areas.
Groceries
and general supplies and services such as restaurants and lodging are available
in the town of Baie Verte, about an hour's drive north from the
property. A power line parallels Route 410, from which electrical
power could probably be obtained if necessary. Naturally occurring
surface water for drilling or other exploration needs should be readily
available within a short distance from most any location on the
property.
The claim
is underlain by terrain of modest slopes and relief between the approximate
elevations of 150 m and 400 m above sea level. No visit to the
property has been made by us or our consulting geologists, so the current extent
of vegetative cover is uncertain. Descriptions of the property,
however, indicate that it is covered with a dense growth of spruce and balsam
fir, with minor birch and aspen.
Recommendations
From Our Consulting Geologist
In order
to evaluate the exploration potential of the Crow Hill claim, our consulting
geologist has recommended a thorough review of the literature of the region to
provide background information on the local and regional geology. In
addition, our geologist has recommended on site surface reconnaissance, mapping,
sampling, and trenching to be followed by geochemical analyses of the samples to
be taken. The primary goal of the exploration program is to identify
sites for exploratory drilling.
|
Exploration
Budget
|
|
|
|
Phase
I
|
Exploration
Expenditure
|
|
|
Review
of geologic literature, compilation of maps & cross
sections
|
$ | 3,000 |
| On site surface reconnaissance, mapping and sampling | $ | 4,200 |
| Geochemical Analyses | $ | 1,800 |
|
Other
expenses
|
$ | 2,290 |
|
Phase II
|
||
|
On
site trenching, mapping, and sampling
|
$ | 8,000 |
| Geochemical Analyses | $ | 1,800 |
| Data compilation and report preparation | $ | 1,200 |
|
Other
expenses
|
$ | 2,290 |
|
Total,
Phases I and II
|
$ | 24,580 |
While we
have not commenced the field work phase of our initial exploration program, we
intend to proceed with the initial exploratory work as
recommended. We expect that Phase I will begin in the Summer of 2008,
with Phase II to begin in the late Summer or Fall of 2008. Upon our
review of the results, we will assess whether the results are sufficiently
positive to warrant additional phases of the exploration program. We
will make the decision to proceed with any further programs based upon our
consulting geologist’s review of the results and recommendations. In
order to complete significant additional exploration beyond the currently
planned Phase I and Phase II, we will need to raise additional
capital.
Competition
The
mineral exploration industry, in general, is intensely competitive and even if
commercial quantities of reserves are discovered, a ready market may not exist
for the sale of the reserves.
Most
companies operating in this industry are more established and have greater
resources to engage in the production of mineral claims. We were
incorporated on July 24, 2007 and our operations are not
well-established. Our resources at the present time are
limited. We may exhaust all of our resources and be unable to
complete full exploration of the Crow Hill mineral claim. There is
also significant competition to retain qualified personnel to assist in
conducting mineral exploration activities. If a commercially
viable deposit is found to exist and we are unable to retain additional
qualified personnel, we may be unable to enter into production and achieve
profitable operations. These factors set forth above could inhibit
our ability to compete with other companies in the industry and entered into
production of the mineral claim if a commercial viable deposit is found to
exist.
Numerous
factors beyond our control may affect the marketability of any substances
discovered. These factors include market fluctuations, the proximity
and capacity of natural resource markets and processing equipment, government
regulations, including regulations relating to prices, taxes, royalties, land
tenure, land use, importing and exporting of minerals and environmental
protection. The exact effect of these factors cannot be accurately
predicted, but the combination of these factors may result our not receiving an
adequate return on invested capital.
Compliance
with Government Regulation
The main
agency that governs the exploration of minerals in the Province of Newfoundland
and Labrador is the Department of Natural Resources.
The
Department of Natural Resources manages the development of Newfoundland and
Labrador’s mineral resources, and implements policies and programs respecting
their development while protecting the environment. In addition, the Department
regulates and inspects the exploration and mineral production industries in
Newfoundland and Labrador to protect workers, the public and the
environment.
The
material legislation applicable to Alba Mineral Exploration, Inc. is the Mineral
Act of Newfoundland and Labrador. Any person who intends to conduct an
exploration program on a staked or licensed area must submit prior notice with a
detailed description of the activity to the Department of Natural Resources. An
exploration program that may result in major ground disturbance or disruption to
wildlife or wildlife habitat must have an Exploration Approval from the
department before the activity can commence.
We will
also have to sustain the cost of reclamation and environmental remediation for
all exploration work undertaken. Both reclamation and environmental
remediation refer to putting disturbed ground back as close to its original
state as possible. Other potential pollution or damage must be
cleaned-up and renewed along standard guidelines outlined in the usual permits.
Reclamation is the process of bringing the land back to its natural state after
completion of exploration activities. Environmental remediation
refers to the physical activity of taking steps to remediate, or remedy any
environmental damage caused such as refilling trenches after sampling or
cleaning up fuel spills. Our initial exploration program does not
require any reclamation or remediation because of minimal disturbance to the
ground. The amount of these costs is not known at this time because
we do not know the extent of the exploration program we will undertake, beyond
completion of the recommended exploration phase described above, or if we will
enter into production on the property. Because there is presently no information
on the size, tenor, or quality of any resource or reserve at this time, it is
impossible to assess the impact of any capital expenditures on our earnings or
competitive position in the event a potentially-economic deposit is
discovered.
Employees
We have
no employees as of the date of this prospectus other than our president and CEO,
Mr. Gibson. We conduct our business largely through agreements with consultants
and other independent third party vendors.
Research
and Development Expenditures
We have
not incurred any research or development expenditures since our
incorporation.
Subsidiaries
We plan
to conduct our business operations in Canada through our wholly-owned Canadian
subsidiary, Alba Mineral Exploration, Inc., an Alberta corporation (“Alba
Canada”). Alba Canada, which holds our interest in the Crow Hill
mineral claim, was incorporated under the laws of the Province of Alberta on
August 26, 2007. Our sole officer and director, Mr. Owen Gibson, also
serves as the sole officer and director of Alba Canada.
Patents
and Trademarks
We do not
own, either legally or beneficially, any patent or trademark.
The Crow
Hill property is located on the Baie Verte Peninsula on Newfoundland Island,
Canada. It comprises 575 hectares (1421 acres), approximately
centered at latitude 490 42’ 43" North, longitude 560 20’ 25" West (UTM Zone 21,
547565 Easting - 5506598 Northing). It lies within the area covered
by NTS map sheet 12H09.
Figure 1
. Location
map of the Crow Hill property
Figure 2
. Claim
plan, Crow Hill property, outlined in blue.
We are
not currently a party to any legal proceedings. 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.
Our agent
for service of process in Delaware is Business Filings, Inc., 108 West 13
th
Street,
Wilmington, DE 19801.
No Public Market for Common
Stock
.
There is
presently no public market for our common stock. We anticipate making
an application for trading of our common stock on the NASD over the counter
bulletin board upon the effectiveness of the registration statement of which
this prospectus forms a part. We can provide no assurance that our
shares will be traded on the bulletin board, or if traded, that a public market
will materialize.
The
Securities Exchange Commission has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. Penny stocks are
generally equity securities with a 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 Commission, 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 to such duties or other requirements of 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 Commission shall require by rule or
regulation.
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 statements 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 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 in
the secondary market for our stock if it becomes subject to these penny stock
rules. Therefore, because our common stock is subject to the penny stock rules,
stockholders may have difficulty selling those securities.
Holders
of Our Common Stock
Currently,
we have thirty-four (34) holders of record of our common stock.
Rule
144 Shares
None of
our common stock is currently available for resale to the public under Rule
144.
In
general, under Rule 144 as currently in effect, a person who has beneficially
owned shares of a company's common stock for at least one year is entitled to
sell within any three month period a number of shares that does not exceed the
greater of:
|
1.
|
one
percent of the number of shares of the company's common stock then
outstanding, which, in our case, will equal approximately 80,440 shares as
of the date of this prospectus,
or;
|
|
2.
|
the
average weekly trading volume of the company's common stock during the
four calendar weeks preceding the filing of a notice on form 144 with
respect to the sale.
|
Sales
under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.
Under
Rule 144(k), a person who is not one of the company's affiliates at any time
during the three months preceding a sale, and who has beneficially owned the
shares proposed to be sold for at least two years, is entitled to sell shares
without complying with the manner of sale, public information, volume limitation
or notice provisions of Rule 144.
Stock
Option Grants
To date,
we have not granted any stock options.
Registration
Rights
We have
not granted registration rights to the selling shareholders or to any other
persons.
We are
paying the expenses of the offering because we seek to: (i) become a reporting
company with the Commission under the Securities Exchange Act of 1934; and (ii)
enable our common stock to be traded on the NASD over-the-counter bulletin
board. We plan to file a Form 8-A registration statement with the
Commission to cause us to become a reporting company with the Commission under
the 1934 Act. We must be a reporting company under the 1934 Act in order that
our common stock is eligible for trading on the NASD over-the-counter bulletin
board. We believe that the registration of the resale of shares on
behalf of existing shareholders may facilitate the development of a public
market in our common stock if our common stock is approved for trading on a
recognized market for the trading of securities in the United
States.
We
consider that the development of a public market for our common stock will make
an investment in our common stock more attractive to future
investors. In the near future, in order for us to continue with our
mineral exploration program, we will need to raise additional
capital. We believe that obtaining reporting company status under the
1934 Act and trading on the OTCBB should increase our ability to raise these
additional funds from investors.
Index to
Financial Statements:
Index to
Financial Statements:
1.
Audited consolidated financial statements for the fiscal year ended
December 31, 2007 including:
MOORE
& ASSOCIATES, CHARTERED
ACCOUNTANTS AND
ADVISORS
PCAOB REGISTERED
To
the Board of Directors
Alba
Mineral Exploration Inc.
(A
Development Stage Company)
We have
audited the accompanying balance sheet of Alba Mineral Exploration Inc. (A
Development Stage Company) as of December 31, 2007, and the related statements
of operations, stockholders’ equity and cash flows for the period ended December
31, 2007 and since inception on July 24, 2007 through December 31, 2007. 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 standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
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 financial statements referred to above present fairly, in all
material respects, the financial position of Alba Mineral Exploration Inc. (A
Development Stage Company) as of December 31, 2007, and the related statements
of operations, stockholders’ equity and cash flows for the period ended December
31, 2007 and since inception on July 24, 2007 through December 31, 2007, 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 discussed in Note 2 to the
financial statements, the Company does not have a consistent source of revenues,
which raises substantial doubt about its ability to continue as a going
concern. Management’s plans concerning these matters are also
described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/
Moore & Associates, Chartered
Moore
& Associates Chartered
Las
Vegas, Nevada
March 27,
2008
2675 S. Jones Blvd. Suite
109, Las Vegas, NV 89146 (702) 253-7499 Fax (702)
253-7501
ALBA
MINERAL EXPLORATION, INC.
(A Development Stage Company)
The
accompanying notes are an integral part of these financial
statements.
ALBA
MINERAL EXPLORATION, INC.
(A
Development Stage Company)
|
From
Inception
on July
24,
|
||
|
REVENUES
|
$ | - |
|
OPERATING
EXPENSES
|
||
|
General
and administrative
|
959 | |
|
Total
Expenses
|
959 | |
|
LOSS
FROM OPERATIONS
|
(959) | |
|
NET
LOSS
|
$ | (9590 |
|
BASIC
LOSS PER COMMON SHARE
|
$ | (0.00) |
|
|
||
|
WEIGHTED
AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING
|
2,516,725 | |
The
accompanying notes are an integral part of these financial
statements.
ALBA
MINERAL EXPLORATION, INC.
(A Development Stage Company)
|
Common
Stock
Shares
Amount
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Total
Stockholders'
Equity
|
||||||||||
|
Balance
at inception on
July 24, 2007
|
- | $ | - | $ | - | $ | - | $ | - | ||||
|
|
|||||||||||||
|
Common
stock issued for
cash at $0.001 per share on September 4,
2007
|
2,400,000 | 2,400 | - | - | 2,400 | ||||||||
|
Common
stock issued for
cash at $0.01 per share on November 9,
2007
|
2,560,000 | 2,560 | 23,040 | - | 25,600 | ||||||||
|
Common
stock issued for
cash at $0.10 per share on November 27,
2007
|
73,450 | 73 | 7,272 | - | 7,345 | ||||||||
|
Net
loss from inception
through December 31, 2007
|
- | - | - | (959 | ) | (959) | |||||||
|
Balance,
December 31, 2007
|
5,033,450 | $ | 5,033 | $ | 30,312 | $ | (959 | ) | $ | 34,386 | |||
The
accompanying notes are an integral part of these financial
statements.
The
accompanying notes are an integral part of these financial
statements.
ALBA
MINERAL EXPLORATION, INC.
NOTE
1 – NATURE OF ORGANIZATION
|
a.
|
Organization
and Business Activities
|
Alba
Mineral Exploration, Inc. (the Company) was organized on July 24, 2007, under
the laws of the State of Delaware, having the purpose of engaging in the mineral
exploration and development. The Company became qualified in the Province of
Alberta Canada on August 26, 2007.
|
b.
|
Depreciation
|
The
cost of the property and equipment will be depreciated over the estimated useful
life of 5 to 7 years. Depreciation is computed using the straight-line method
when assets are placed in service.
|
c.
|
Accounting
Method
|
The
Company’s financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31
year-end.
|
d.
|
Cash
and Cash Equivalents
|
For
the purpose of the statements of cash flows, the Company considers all highly
liquid investments purchased with a maturity of three months or less to be a
cash equivalent.
|
e.
|
Estimates
|
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.
|
f.
|
Revenue
Recognition
|
The
Company recognizes revenue when products are fully delivered or services have
been provided and collection is reasonably assured.
|
g.
|
Organization
Costs
|
The
Company has expensed the costs of its incorporation.
ALBA
MINERAL EXPLORATION, INC.
(A
Development Stage Company)
Notes
to Financial Statements
December
31, 2007
NOTE 1 –
NATURE OF ORGANIZATION (CONTINUED)
|
h.
|
Advertising
|
The
Company follows the policy of charging the costs of advertising to expense as
incurred.
|
i.
|
Concentrations
of Risk
|
The
Company’s bank accounts are deposited in insured institutions. The funds are
insured up to $100,000. At December 31, 2007, the Company’s bank
deposits did not exceed the insured amounts.
|
j.
|
Basic
Loss Per Share
|
The
computation of basic loss per share of common stock is based on the weighted
average number of shares outstanding during the period.
|
For
the
Period
Ended December 31, 2007
|
||
|
Loss
(numerator)
|
$ | (959) |
|
Shares
(denominator)
|
2,516,725 | |
|
Per
share amount
|
$ | (0.00) |
|
k.
|
Income
Taxes
|
Deferred
taxes are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates.
ALBA
MINERAL EXPLORATION, INC.
(A
Development Stage Company)
Notes
to Financial Statements
December
31, 2007
NOTE 1 –
NATURE OF ORGANIZATION (CONTINUED)
k. Income
Taxes (Continued)
Net
deferred tax assets consist of the following components as of December 31,
2007:
|
For
the
Period
Ended December 31, 2007
|
||
|
Deferred
tax assets
|
||
|
NOL
Carryover
|
$ | 374) |
|
Valuation
allowance
|
(374) | |
|
Net
deferred tax assets
|
$ | - |
The
income tax provision differs from the amount of income tax determined by
applying the U.S. federal and state income tax rates of 39% to pretax income
from continuing operations for the period ended December 31, 2007.
|
For
the
Period
Ended December 31, 2007
|
||
|
Book
income
|
$ | (374) |
|
Valuation
allowance
|
374 | |
| $ | - | |
At
December 31, 2007, the Company had net operating loss carry forwards of
approximately $959 that may be offset against future taxable income through
2027. No tax benefit has been reported in the December 31, 2007,
financial statements since the potential tax benefit is offset by a valuation
allowance of the same amount.
Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
carryforwards for Federal Income tax reporting purposes are subject to annual
limitations. Should a change in ownership occur, net operating loss
carryforwards may be limited as to use in future years.
ALBA
MINERAL EXPLORATION, INC.
(A
Development Stage Company)
Notes
to Financial Statements
December
31, 2007
NOTE 2 –
GOING CONCERN
The
Company’s financial statements are prepared using generally accepted accounting
principles applicable to a going concern which contemplates the realization of
assets and liquidation of liabilities in the normal course of business. The
Company has had no income and generated losses from operations.
In order
to continue as a going concern and achieve a profitable level of operations, the
Company will need, among other things, additional capital resources and
developing a consistent source of revenues. Management’s plans include using the
proceeds from the private placement of shares of its common stock to development
an inventory and a website for its products.
The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plan described in the preceding paragraph
and eventually attain profitable operations. The accompanying financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.
NOTE 3 –
STOCK OFFERING
The
Company completed three stock offerings during the fiscal year ended December
31, 2007. On September 4, 2007, the Company issued 2,400,000 shares
of its common stock for cash at $0.001 per share. On November 9,
2007, the Company issued 2,560,000 shares of its common stock for cash at $0.01
per share. On November 27, 2007, the Company issued 73,450 shares of
its common stock for cash at $0.10 per share.
NOTE 4 –
NEW ACCOUNTING PRONOUNCEMENTS
In
September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 157, “Fair Value Measurements” which defines
fair value, establishes a framework for measuring fair value in generally
accepted accounting principles (GAAP), and expands disclosures about fair value
measurements. Where applicable, SFAS No. 157 simplifies and codifies
related guidance within GAAP and does not require any new fair value
measurements. SFAS No. 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier adoption is encouraged. The Company does
not expect the adoption of SFAS No. 157 to have a significant effect on its
financial position or results of operation.
NOTE 4 –
NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In June
2006, the Financial Accounting Standards Board issued FASB
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an
interpretation of FASB Statement No. 109”, which prescribes a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax
return. FIN 48 also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition. FIN 48 is effective for fiscal years beginning after
December 15, 2006. The Company does not expect the adoption of FIN 48
to have a material impact on its financial reporting, and the Company is
currently evaluating the impact, if any, the adoption of FIN 48 will have on its
disclosure requirements.
In March
2006, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 156, “Accounting for Servicing of Financial Assets—an
amendment of FASB Statement No. 140.” This statement requires an entity to
recognize a servicing asset or servicing liability each time it undertakes an
obligation to service a financial asset by entering into a servicing contract in
any of the following situations: a transfer of the servicer’s financial assets
that meets the requirements for sale accounting; a transfer of the servicer’s
financial assets to a qualifying special-purpose entity in a guaranteed mortgage
securitization in which the transferor retains all of the resulting securities
and classifies them as either available-for-sale securities or trading
securities; or an acquisition or assumption of an obligation to service a
financial asset that does not relate to financial assets of the servicer or its
consolidated affiliates. The statement also requires all separately recognized
servicing assets and servicing liabilities to be initially measured at fair
value, if practicable, and permits an entity to choose either the amortization
or fair value method for subsequent measurement of each class of servicing
assets and liabilities. The statement further permits, at its initial adoption,
a one-time reclassification of available for sale securities to trading
securities by entities with recognized servicing rights, without calling into
question the treatment of other available for sale securities
under
Statement 115, provided that the available for sale securities are identified in
some manner as offsetting the entity’s exposure to changes in fair value of
servicing assets or servicing liabilities that a servicer elects to subsequently
measure at fair value and requires separate presentation of servicing assets and
servicing liabilities subsequently measured at fair value in the statement of
financial position and additional disclosures for all separately recognized
servicing assets and servicing liabilities. This statement is effective for
fiscal years beginning after September 15, 2006, with early adoption permitted
as of the beginning of an entity’s fiscal year. Management believes the adoption
of this statement will have no immediate impact on the Company’s financial
condition or results of operations.
NOTE 5 - MINERAL PROPERTIES
The
Company owns various gold claims in the Province of Newfoundland Canada. The
claims were acquired from the Company’s founding shareholders. They are recorded
at the cost to the shareholders of $-0-.
We were
incorporated on July 24, 2007, under the laws of the state of
Delaware. Through our wholly-owned Canadian subsidiary, Alba Mineral
Exploration, Inc., an Alberta corporation, we hold a 100% interest in the Crow
Hill mineral claim, located on Newfoundland Island, Canada.
Mr. Owen
Gibson is our President, CEO, Secretary, Treasurer, and sole
director.
Our
business plan is to proceed with the exploration of the Crow Hill mineral claim
to determine whether there are commercially exploitable reserves of gold or
other metals. We intend to proceed with the initial exploration
program as recommended by our consulting geologist. The recommended geological
program will cost a total of approximately $24,580. We had $34,386 in working
capital as of December 31, 2007. Our plan of operations for the
twelve months following the date of this prospectus is to complete the
recommended exploration program on the Crow Hill mineral claim.
Phase I
would consist of a review of the geologic literature pertinent to the Crow Hill
property, as well as on site surface reconnaissance, mapping, sampling, and
geochemical analyses. This phase of the program will cost
approximately $11,290. We anticipate commencing this phase of
exploration in the Summer of 2008.
Phase II
would entail on-site trenching, mapping and sampling, followed by geochemical
analyses of the samples taken and compilation of the data. The Phase
II program will cost approximately $13,290. We anticipate commencing
this phase in the late Summer or Fall of 2008.
We have
not retained a geologist to conduct any of the anticipated exploration
work.
In the
next 12 months, we also anticipate spending an additional $20,000 on
administrative expenses, including fees payable in connection with the filing of
this registration statement and complying with reporting
obligations.
Total
expenditures over the next 12 months are therefore expected to be approximately
$45,000.
Once we
receive the analyses of our initial exploration program, our board of directors,
in consultation with our consulting geologist will assess whether to proceed
with additional mineral exploration programs. In making this
determination to proceed with a further exploration, we will make an assessment
as to whether the results of the initial program are sufficiently positive to
enable us to proceed. This assessment will include an evaluation of
our cash reserves after the completion of the initial exploration, the price of
minerals, and the market for the financing of mineral exploration projects at
the time of our assessment.
In the
event our board of directors, in consultation with our consulting geologist,
chooses to conduct further mineral exploration programs beyond the initial
program, we will require additional financing. While we have
sufficient funds on hand to cover the currently planned exploration costs, we
will require additional funding in order to undertake further exploration
programs
on the Crow Hill mineral claim and to cover all of our anticipated
administrative expenses.
In the
event that additional exploration programs on the Crow Hill claim are
undertaken, we anticipate that additional funding will be required in the form
of equity financing from the sale of our common stock and from loans from our
director. We cannot provide investors with any assurance, however,
that we will be able to raise sufficient funding from the sale of our common
stock to fund all of our anticipated expenses. We do not have any
arrangements in place for any future equity financing. We believe
that outside debt financing will not be an alternative for funding exploration
programs on the Crow Hill property. The risky nature of this enterprise and lack
of tangible assets other than our mineral claim places debt financing beyond the
credit-worthiness required by most banks or typical investors of corporate debt
until such time as an economically viable mine can be demonstrated.
In the
event the results of our initial exploration program proves not to be
sufficiently positive to proceed with further exploration on the Crow Hill
mineral claim, we intend to seek out and acquire interests in North American
mineral exploration properties which, in the opinion of our consulting
geologist, offer attractive mineral exploration
opportunities. Presently, we have not given any consideration to the
acquisition of other exploration properties because we have not yet commenced
our initial exploration program and have not received any results.
During
this exploration stage Mr. Gibson, our President, will only be devoting
approximately five to ten hours per week of his time to our
business. We do not foresee this limited involvement as negatively
impacting our company over the next twelve months as all exploratory work is
being performed by outside consultants. If, however, the demands of
our business require more business time of Mr. Gibson such as raising additional
capital or addressing unforeseen issues with regard to our exploration efforts,
he is prepared to devote more time to our business. However, he may not be able
to devote sufficient time to the management of our business, as and when
needed.
We do not
have plans to purchase any significant equipment or change the number of our
employees during the next twelve months.
Off
Balance Sheet Arrangements
As of
December 31, 2007, there were no off balance sheet arrangements.
Results
of Operations for Fiscal Year Ending December 31, 2007
We did
not earn any revenues from inception through the fiscal year ending December 31,
2007. We do not anticipate earning revenues until such time that we
exercise our option entered into commercial production of the Crow Hill mineral
property. We are presently about to begin the exploration stage of
our business and we can provide no assurance that we will discover commercially
exploitable levels of mineral resources on the Crow Hill mineral property, or if
such resources are discovered, that we will enter into commercial
production.
We
incurred operating expenses in the amount of $959 from our inception on July 24,
2007, until December 31, 2007. These operating expenses consisted of general and
administrative expenses. We anticipate our operating expenses will
increase as we undertake our plan of operations. The increase will be
attributable to undertaking our geological exploration program and the
professional fees that we will incur in connection with the filing of a
registration statement with the Securities Exchange Commission under the
Securities Act of 1933. We anticipate our ongoing operating expenses
will also increase once we become a reporting company under the Securities
Exchange Act of 1934.
Liquidity
and Capital Resources
As of
December 31, 2007, we had cash of $34,386 and operating capital of
$34,386.
We have
not attained profitable operations and are dependent upon obtaining financing to
pursue significant exploration activities beyond those planned for the current
fiscal year. For these reasons, our auditors stated in their report
that they have substantial doubt we will be able to continue as a going
concern.
We have
had no changes in or disagreements with our accountants.
Our
executive officers and directors and their respective ages as of December 31,
2007 are as follows:
|
Name
|
Age
|
Position(s)
and Office(s) Held
|
|
Owen
Gibson
|
53
|
President,
Chief Executive Officer, Chief Financial Officer, and
Director
|
Set forth
below is a brief description of the background and business experience of each
of our current executive officers and directors.
Owen Gibson.
Mr.
Gibson is our CEO, CFO, President, Secretary, Treasurer and sole director. Mr.
Gibson is a graduate of the Alberta Institute of Technology with a
degree in Business Administration, Marketing. He was employed by
McCain Foods Ltd. from 1979 to 1981, where he was responsible for retail and
institutional sales in the Calgary area. Mr. Gibson left McCain Foods Ltd.
1981 and worked for Canadian Landmasters Resource Services Ltd. of Calgary as a
Land Agent in the oil and gas industry from 1981 to1983. In that position, he
was responsible for acquiring surface leases, pipeline right of ways, and other
rights throughout Alberta. From 1983 to 1988, Mr. Gibson worked for
UMA Engineering Ltd., Lethbridge, where he worked in their survey department
and was contracted out to Irrigation Districts to negotiate land
requirements for irrigation canal rehabilitation. From 1988 to the
present, Mr. Gibson has worked at Alberta Environment, Water Management
Operations., an agency assigned with responsibility for managing, operating and
maintaining the Provincially-owned water management infrastructure in
Alberta. He
is currently Land and Contract Management Coordinator, Southern Region. In
that position, he is responsible for administration of all the Water Management
infrastructure land base and service contracts.
Directors
Our
bylaws authorize no less than one (1) director. We currently have one
Director.
Term
of Office
Our
Directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.
Significant
Employees
Owen
Gibson is our only employee.
We
conduct our business through agreements with consultants and arms-length third
parties. Current arrangements in place include the following:
|
1.
|
A
verbal agreement with our consulting geologist provides that he will
review all of the results from the exploratory work performed upon the
site and make recommendations based on those results in exchange for
payments equal to the usual and customary rates received by geologist
firms performing similar consulting
services.
|
|
2.
|
Verbal
agreements with our accountants to perform requested financial accounting
services.
|
|
3.
|
Written
agreements with auditors to perform audit functions at their respective
normal and customary rates.
|
Compensation
Discussion and Analysis
The
Company presently not does have employment agreements with any of its named
executive officers and it has not established a system of executive compensation
or any fixed policies regarding compensation of executive
officers. Due to financial constraints typical of those faced by a
development stage mineral exploration business, the company has not paid any
cash and/or stock compensation to its named executive officers
Our
current named executive officer holds substantial ownership in the Company and
is motivated by a strong entrepreneurial interest in developing our operations
and potential revenue base to the best of his ability. As our
business and operations expand and mature, we may develop a formal system of
compensation designed to attract, retain and motivate talented
executives.
Summary
Compensation Table
The table
below summarizes all compensation awarded to, earned by, or paid to each named
executive officer for our last two completed fiscal years for all services
rendered to us.
|
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
($)
|
|
Owen
Gibson,
CEO,
CFO, President, Secretary-Treasurer, & Director
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Narrative
Disclosure to the Summary Compensation Table
Our named
executive officers do not currently receive any compensation from the Company
for their service as officers of the Company.
Outstanding
Equity Awards At Fiscal Year-end Table
The table
below summarizes all unexercised options, stock that has not vested, and equity
incentive plan awards for each named executive officer outstanding as of the end
of our last completed fiscal year.
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
|||||||||
|
OPTION
AWARDS
|
STOCK
AWARDS
|
||||||||
|
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Shares
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Shares
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Numb
er
of
Unearned
Shares,
Shares
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Shares
or
Other
Rights
That
Have
Not
Vested
(#)
|
|
Owen
Gibson
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Compensation
of Directors Table
The table
below summarizes all compensation paid to our directors for our last completed
fiscal year.
|
DIRECTOR
COMPENSATION
|
|||||||
|
Name
|
Fees
Earned or
Paid
in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|
Owen
Gibson
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Narrative
Disclosure to the Director Compensation Table
Our
directors do not currently receive any compensation from the Company for their
service as members of the Board of Directors of the Company.
The
following table sets forth, as of March 3, 2008, the beneficial ownership of our
common stock by each executive officer and director, by each person known by us
to beneficially own more than 5% of the our common stock and by the executive
officers and directors as a group. Except as otherwise indicated, all shares are
owned directly and the percentage shown is based on 5,033,450 shares of common
stock issued and outstanding on March 3, 2008.
| Title of class |
Name
and address
of beneficial
owner
|
Amount
of
beneficial
ownership
|
Percent
of
class
*
|
|
Common
|
Owen
Gibson
2
Mic Mac Place
Lethbridge,
AB T1K 5H6
|
2,400,000
|
47.68%
|
|
Common
|
Total
all executive officers and directors
|
2,400,000
|
47.68%
|
|
Common
|
5% Shareholders | ||
| None |
As used
in this table, "beneficial ownership" means the sole or shared power to vote, or
to direct the voting of, a security, or the sole or shared investment power with
respect to a security (i.e., the power to dispose of, or to direct the
disposition of, a security). In addition, for purposes of this table, a person
is deemed, as of any date, to have "beneficial ownership" of any security that
such person has the right to acquire within 60 days after such
date.
The
persons named above have full voting and investment power with respect to the
shares indicated. Under the rules of the Securities and Exchange
Commission, a person (or group of
persons)
is deemed to be a "beneficial owner" of a security if he or she, directly or
indirectly, has or shares the power to vote or to direct the voting of such
security, or the power to dispose of or to direct the disposition of such
security. Accordingly, more than one person may be deemed to be a
beneficial owner of the same security. A person is also deemed to be a
beneficial owner of any security, which that person has the right to acquire
within 60 days, such as options or warrants to purchase our common
stock.
In
accordance with the provisions in our articles of incorporation, we will
indemnify an officer, director, or former officer or director, to the full
extent permitted by law.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 (the
"Act") may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by us of expenses incurred or paid by a
director, officer or controlling person of us in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
None of
the following parties has, since our date of incorporation, had any material
interest, direct or indirect, in any transaction with us or in any presently
proposed transaction that has or will materially affect us:
|
·
|
Any
of our directors or officers;
|
|
·
|
Any
person proposed as a nominee for election as a
director;
|
|
·
|
Any
person who beneficially owns, directly or indirectly, shares carrying more
than 10% of the voting rights attached to our outstanding shares of common
stock;
|
|
·
|
Any
of our promoters;
|
|
·
|
Any
relative or spouse of any of the foregoing persons who has the same house
address as such person.
|
We have
filed a registration statement on form SB-2 under the Securities Act of 1933
with the Securities and Exchange Commission with respect to the shares of our
common stock offered through this prospectus. This prospectus is
filed as a part of that registration statement, but does not contain all of the
information contained in the registration statement and
exhibits. Statements made in the registration statement are summaries
of the material terms of the referenced contracts, agreements or documents of
the company. We refer you to our registration statement and each
exhibit attached to it for a more detailed description of matters involving the
company. You may inspect the registration statement, exhibits and
schedules filed with the Securities and Exchange Commission at the Commission's
principal office in Washington, D.C. Copies of all or any part of the
registration statement may be obtained from the Public Reference Section of the
Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C.
20549. Please Call the Commission at 1-800-SEC-0330 for further
information on the operation of the public reference rooms. The
Securities and Exchange Commission also maintains a web site at
http://www.sec.gov that contains reports, proxy Statements and information
regarding registrants that files electronically with the
Commission. Our registration statement and the referenced exhibits
can also be found on this site.
If we are
not required to provide an annual report to our security holders, we intend to
still voluntarily do so when otherwise due, and will attach audited financial
statements with such report.
Until
________________, all dealers that effect transactions in these securities
whether or not participating in this offering may be required to deliver a
prospectus. This is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
Part
II
Information
Not Required In the Prospectus
The
estimated costs of this offering are as follows:
| Securities and Exchange Commission registration fee | $ | 6.77 |
| Federal Taxes | $ | 0 |
| State Taxes and Fees | $ | 0 |
| Listing Fees | $ | 0 |
| Printing and Engraving Fees | $ | 0 |
| Transfer Agent Fees | $ | 0 |
| Accounting fees and expenses | $ | 5,000 |
| Legal fees and expenses | $ | 10,000 |
| Total | $ | 15,006.77 |
All
amounts are estimates, other than the Commission's registration
fee.
We are
paying all expenses of the offering listed above. No portion of these
expenses will be borne by the selling shareholders. The selling
shareholders, however, will pay any other expenses incurred in selling their
common stock, including any brokerage commissions or costs of sale.
Our
officers and directors are indemnified as provided by the Delaware General
Corporation Law and our articles of incorporation and our bylaws.
Pursuant
to our articles of incorporation and our bylaws, we may indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, (other than an action by or in the right of
us) by reason of the fact that he is or was a director, officer, employee,
fiduciary or agent of the company or is or was serving at the request of us as a
director, officer, employee, fiduciary or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against expenses
(including attorney fees), judgments, fines, and amounts paid in settlement
actually and reasonably believed to be in our best interests and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, or conviction or upon a pleas of nolo contenders or
its equivalent shall not of itself create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in our best
interests and, with respect to any criminal action or proceeding, had reasonable
cause to believe his conduct was unlawful.
Our
articles of incorporation and bylaws also provide that we may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of our
company or procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee, or agent of our company or is or was serving
at our request as a director, officer, employee, fiduciary or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorney fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in our best interests:
but no indemnification shall be made in respect to any claim, issue, or matter
as to which such person has been adjudged to be liable for negligence or
misconduct in the performance of his duty to us unless and only to the extent
that the court in which such action or suit was brought determines upon
application that, despite the adjudication of liability, but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses which such court deems proper.
To the
extent that a director, officer, employee, fiduciary or agent of a corporation
has been successful on the merits in defense of any action, suit, or proceeding
referred to in the preceding two paragraphs or in defense of any claim, issue,
or matter therein, he shall be indemnified against expenses (including attorney
fees) actually and reasonably incurred by him in connection
therewith.
The
indemnification provided by the provisions described in this section shall not
be deemed exclusive of any other rights to which those seeking indemnification
may be entitled under our articles of incorporation, the bylaws, agreements,
vote of the shareholders or disinterested directors, or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the heirs
and personal representatives of such a person.
We closed
an issue to 2,400,000 shares of common stock on September, 2007 to our sole
officer and director, Owen Gibson, at a price of $0.001 per
share. The total proceeds received from this offering were
$2,400. These shares were issued pursuant to Section 4(2) of the
Securities Act of 1933 and are restricted shares as defined in the Securities
Act. We did not engage in any general solicitation or
advertising.
We
completed an offering of 2,560,000 shares of our common stock at a price of
$0.01 per share to a total of twenty-three (23) purchasers on November 9,
2007. The total amount we received from this offering was
$25,600. We completed an offering of 73,450 shares of our common
stock at $0.10 per share to a total of ten (10) purchasers on November 27, 2007.
The total amount we received from this offering was $7,345. The
identity of the purchasers from both of these offerings is included in the
selling shareholder table set forth above. We completed both of these
offerings pursuant Rule 903(C)(3) of Regulation S of the Securities Act of
1933.
The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) That,
for the purpose of determining liability under the Securities Act to any
purchaser,
(a) If
the Company is relying on Rule 430B:
i. Each
prospectus filed by the Company pursuant to Rule 424(b)(3) shall be
deemed to be part of
the registration statement as of
the date the filed prospectus was deemed part
of and included in the registration statement; and
ii. Each prospectus required to
be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to
Rule 415(a)(1)(i), (vii), or (x) for
the purpose
of providing the information required by
section 10(a) of the Securities Act shall be deemed to be
part of and included in the registration
statement as of the earlier of the date such form
of prospectus is first used
after effectiveness or the date of the first contract of
sale of securities in the offering described in
the prospectus. As provided in
Rule 430B, for liability purposes of
the issuer and
any person that is
at that date an
underwriter, such date shall be deemed to
be a new effective date of the
registration statement relating to the securities in the registration
statement to which that prospectus relates, and
the offering of such securities at that time shall be deemed to be the
initial bona
fide offering thereof; provided,
however, that no statement made in a
registration statement or prospectus that is part of
the registration statement or made in a
document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part
of the registration statement will, as to a purchaser with
a time of contract of sale prior to
such effective date, supersede or
modify any statement that was made in
the registration statement or prospectus that
was part of the registration statement or made
in any such document immediately prior to such effective
date; or
(b) If
the Company is subject to Rule 430C:
Each prospectus filed pursuant
to Rule 424(b) as part of a registration statement relating to an
offering, other than registration statements relying on Rule 430B or other
than prospectuses filed in reliance on Rule
430A, shall be deemed to be part of and included in
the registration statement as of the date it is first used
after effectiveness; provided, however, that no statement made in
a registration statement or prospectus that
is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into
the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any
such document immediately prior to such date of first
use.
(5) That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of
securities: The undersigned registrant undertakes that in a primary
offering of securities of the registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer and sell such securities
to the purchaser: (i) any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be filed pursuant to
Rule 424; (ii) any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned registrant or used or referred to by the
undersigned registrant; (iii) the portion of any other free writing prospectus
relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned
registrant; and (iv) Any other communication that is an offer in the offering
made by the undersigned registrant to the purchaser.
(6) Insofar
as Indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provision, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and authorized this registration statement
to be signed on its behalf by the undersigned, in Lethbridge, Alberta, Canada,
on April 22, 2008 .
| ALBA MINERAL EXPLORATION, INC. | |
| By: /s/ Owen Gibson | |
| Owen Gibson | |
|
President,
Chief Executive Officer, Chief Financial Officer, Principal Accounting
Officer
and Director
|
POWER
OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Owen Gibson as his true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the U.S. Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or any of
them, or of their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant
to the requirements of the Securities Act, this registration statement has been
signed by the following persons in the capacities and on the dates
stated.
| By: | /s/ Owen Gibson |
| Owen Gibson | |
|
President, Chief
Executive Officer, Chief Financial Officer, Principal Accounting Officer
and
Director
|
|
|
April
22, 2008
|
