Attached files
file | filename |
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EX-31.1 - CERTIFICATION OF CEO AND CFO - TAP RESOURCES, INC. | ex31-1.htm |
EX-32.1 - CERTIFICATION OF CEO AND CFO - TAP RESOURCES, INC. | ex32-1.htm |
EX-23.1 - CONSENT OF MACKAY, LLP - TAP RESOURCES, INC. | ex23-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM
10-K
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
OF
1934
For the
fiscal year ended: November 30, 2009
or
[
] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT
OF 1934
For the
transition period from ________________ to __________________
FRESH START PRIVATE
HOLDINGS, INC.
(Formerly
River Exploration, Inc.)
(Exact
name of registrant as specified in its charter)
Nevada
20-5886006
_________________________________ ___________________
(State
or other
jurisdiction (IRS
Employer
of
incorporation or
organization) Identification
No.)
112 North Curry Street
Carson
City,
Nevada
89703
________________________________________ __________
(Address
of principal executive
offices) (Zip
Code)
Registrant's
telephone number, including area code: (775) 321-8267
Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined
by Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate
by check mark whether the registrant is not required to file
reports
pursuant
to Section 13 or 15(d) of the Act. Yes [ ] No [X]
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_| 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]
(Do not
check if a smaller reporting company)
Indicate
by check mark whether the registrant is a shell company (as defined in rule
12b-2 of the Exchange Act). Yes [X] No [ ]
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and ask price of such common equity: As of March
15, 2010, the aggregate value of voting and non-voting common equity held by
non-affiliates was $11,200.
TABLE
OF CONTENTS
Page
Number
PART
I
Item
1.
Business
4
Item
1A. Risk
Factors 5
Item
1B Unresolved
Staff
Comments
5
Item
2 Properties
5
Item
3 Legal
Proceedings
5
Item
4 Submission of
Matters to a Vote of Security
Holders 5
PART
II
Item
5 Market for the
Registrant's Common Equity, Related
Stockholder
Matters and Issuer Purchases of Equity
Securities 5
Item
6 Selected
Financial
Data 6
Item
7 Management's
Discussion and Analysis of Financial
Condition and Results of
Operation
6
Item
7A
Quantitative and Qualitative Disclosure about
Market
Risk
7
Item
8 Financial Statements and
Supplementary
Data
7
Item
9 Changes
an Disagreements With Accountants on
Accounting and Financial
Disclosure 17
Item
9A(T)
Controls and
Procedures 17
Item
9B Other
Information
18
PART
III
Item
10 Directors,
Executive Officers and Corporate
Governance 18
Item
11 Executive
Compensation
19
Item
12 Security
Ownership of Certain Beneficial Owners and
Management 20
Item
13 Certain
Relationships and Related Transactions and
Director
Independence 20
Item
14 Principal
Accounting Fees and
Services
20
PART
IV
Item
15 Exhibits and
Financial Statement
Schedules
20
|
ITEM
1: BUSINESS
Overview
Fresh
Start Private Holdings, Inc. ("Fresh Start Private Holdings" the "Company,"
"we," "us") is an exploration stage company originally incorporated as River
Exploration, Inc. on November 1, 2006, in the State of Nevada, to engage in the
business of natural resource exploration in the Province of British
Columbia.
On
December 29, 2009 the Board of Directors and the consenting stockholder adopted
and approved a resolution to effect an amendment to our Certificate of
Incorporation to change of our name from "River Exploration, Inc." to "Fresh
Start Private Holdings, Inc.". Effective March 5, 2010 the Company’s name will
be Fresh Start Private Holdings, Inc.
The
Company has not been involved in any bankruptcy, receivership or similar
proceedings since its incorporation nor has it been involved in any
reclassification, merger or consolidation. We have no plans to change our
business activities.
General
On
December 31, 2006, the Company entered into an Option Agreement with its sole
officer and director, Andrew Aird. The Company optioned the mineral title to the
Pretty Girl, New Chum, Venus, Beauty, Old Chum, Minnie Ha Ha Fr., Delos,
Calamity Jane, Trojan, Horse, Ass and Burro claims (totaling 53 units)
registered collectively as the Pretty Girl 3 and Pretty Girl 4 claims. The
Company has allowed the option agreement to lapse as from June 30, 2009 and we
continue to investigate new and additional mineral claims. We have not yet
undertaken any exploration activity.
PLAN
OF OPERATION
Over the
next 12 months, we plan to investigate and negotiate mineral claims in order to
begin staged exploration activities to determine if there are economically
feasible mineral reserves situated thereon.
Upon
securing a mineral claim, we plan to initiate exploration. The
initial stage of our exploration plan of operations will be to (i) perform a
legal survey to relocate the exact boundaries of the claims, (ii) geologically
map and rock sample, the mapped and unmapped portions of the
claim. To begin any exploration activity, the Company will require
additional funding.
We do not
anticipate the purchase or sale of any plant or equipment.
We do not
anticipate hiring any employees. Any work on any mineral claims will be
conducted by unaffiliated independent contractors.
ITEM
1A. RISK FACTORS
We are a
smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are
not required to provide the information required under this item.
ITEM
1B. UNRESOLVED STAFF COMMENTS
We are a
smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are
not required to provide the information required under this item.
ITEM
2. PROPERTIES
We do not
own any real estate or other properties.
ITEM
3. LEGAL PROCEEDINGS
The
Company is not a party to any pending legal proceedings, and no such proceedings
are known to be contemplated.
No
director, officer, or affiliate of the issuer and no owner of record or
beneficiary of more than 5% of the securities of the issuer, or any security
holder is a party adverse to the small business issuer or has a material
interest adverse to the small business issuer.
4
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM
5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASE OF EQUITY SECURITIES
Fresh
Start Private Holdings' ticker symbol for its shares of common stock quoted on
the Over-the-Counter Bulletin Board is "FSPH".
As of
November 30, 2009 we had thirty-two (32) active shareholders of record. The
Company has not paid cash dividends and has no outstanding options.
ITEM
6. SELECTED FINANCIAL DATA
We are a
smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are
not required to provide the information required under this item.
ITEM
7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The
following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our financial statements and
related notes included elsewhere in this report.
This
report contains forward looking statements relating to our Company's future
economic performance, plans and objectives of management for future operations,
projections of revenue mix and other financial items that are based on the
beliefs of, as well as assumptions made by and information currently known to,
our management. The words "expects", "intends", "believes", "anticipates",
"may", "could", "should" and similar expressions and variations thereof are
intended to identify forward-looking statements. The cautionary statements set
forth in this section are intended to emphasize that actual results may differ
materially from those contained in any forward looking statement.
Our
auditor's report on our November 30, 2009 financial statements expresses an
opinion that substantial doubt exists as to whether we can continue as an
ongoing business. This means that there is substantial doubt that we can
continue as an ongoing business for the next twelve months unless we obtain
additional capital to pay our bills. This doubt exists because we have not
generated any revenues and no revenues are anticipated until we begin removing
and selling minerals. Accordingly we must raise cash from sources other than the
sale of minerals found on our property. Our only other source of cash at this
time is advances from our officer and director and investment by others through
loans or sale of our common equity. Our success or failure will be determined by
what we find under the ground. See "November 30, 2009 Audited Financial
Statements - Auditors Report."
As of
November 30, 2009, Fresh Start Private Holdings had $689 of cash on hand.
Management believes this amount will not satisfy our cash requirements for the
next twelve months or until such time that additional proceeds are raised. We
plan to satisfy our future cash requirements - primarily the working capital
required for any planned exploration activities and to offset legal and
accounting fees - by additional equity financing. This will likely be in the
form of private placements of common stock.
If we are
unsuccessful in raising the additional proceeds through a private placement
offering we will then have to seek additional funds through debt financing,
which would be highly difficult for a new exploration stage company to secure.
We anticipate that our current cash and cash equivalents and cash generated from
financing activities will be insufficient to satisfy our liquidity requirements
for the next 12 months. We expect to incur exploration and administrative
expenses as well as professional fees and other expenses associated with
maintaining our SEC filings. We will require additional funds during this time
and will seek to raise the necessary additional capital. If we are unable to
obtain additional financing, we may be required to reduce the scope of our
exploration activities, which could harm our business, financial condition and
operating results. Additional funding may not be available on favorable terms,
if at all.
Total expenses in the fiscal year
ending November 30, 2009 were $30,425 resulting in an operating loss in the
fiscal year of $30,425. The operating loss for the period is a result of
professional fees in the amount of $25,672, office and general expenses in the
amount of $2,731and a foreign exchange loss of $2,022. Since inception we have
incurred operating expenses of $88,252.
As of November 30, 2009 the Director
has advanced $18,462 to the Company and the Company has
obtained a loan of $22,831 to maintain its operations. These
amounts are unsecured, non-interest bearing and without specific terms of
repayment.
Fresh
Start Private Holdings has no current plans, preliminary or otherwise, to merge
with any other entity.
5
OFF
BALANCE SHEET ARRANGEMENTS
As of the
date of this annual report, the current funds available to the Company will not
be sufficient to continue operations. The cost to maintain the Company and begin
operations has been estimated at $75,800 over the next twelve months and the
cost of maintaining its reporting status is estimated to be $20,000 over the
same period. Our officer and director, Mr. Aird has undertaken to provide the
Company with operating capital to sustain our business over the next twelve
month period, as the expenses are incurred, in the form of a non-secured loan.
However, there is no contract in place or written agreement securing this
undertaking. Management believes if the Company cannot raise sufficient revenues
or maintain our reporting status with the SEC we will have to cease all efforts
directed towards the Company. As such, any investment previously made would be
lost in its entirety.
On
December 31, 2006 the Company entered into an option agreement with its
President to purchase a 100% undivided interest in two mining claims located in
the Invermere area, British Columbia, Canada. The Company, according to the
option agreement, must complete exploration expenditure of $12,500 on or before
March 31, 2008, a further $45,000 of completed exploration expenditures on or
before March 31, 2009, for an aggregate total of minimum exploration expenses of
$57,500. The option agreement was extended to September 30, 2008, and then again
to March 31, 2009.
On March
23, 2009 the option agreement was further amended to extend the date of the
minimum exploration expense payment from March 31, 2009 to June 30,
2009.
As of
November 30, 2009 the Company has expended $6,044 in exploration expenses. The
Company has not expended the required minimum exploration expenses by June 30,
2009, and has allowed the option agreement to lapse as of June 30,
2009.
There are
no other off-balance sheet arrangements currently contemplated by management or
in place that are reasonably likely to have future effect on the business,
financial condition, revenue, or expenses and/or result of operations.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a
smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are
not required to provide the information required under this item.
6
`
FRESH
START PRIVATE HOLDINGS, INC.
(Formerly
RIVER EXPLORATION, INC.)
(An
Exploration Stage Company)
FINANCIAL
STATEMENTS
NOVEMBER
30, 2009
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BALANCE
SHEETS
STATEMENTS
OF OPERATIONS
STATEMENT
OF STOCKHOLDERS’ EQUITY (DEFICIT)
STATEMENTS
OF CASH FLOWS
NOTES
TO THE FINANCIAL STATEMENTS
7
Report
of Independent Registered Public Accounting Firm
To
the Shareholders of
Fresh
Start Private Holdings, Inc.
(Formerly
River Exploration, Inc.)
(an
Exploration Stage Company)
We have
audited the balance sheets of Fresh Start Private Holdings, Inc. (Formerly River
Exploration, Inc.) (an Exploration Stage Company) as at November 30, 2009 and
2008 and the statements of operations, stockholders’ equity (deficit), and cash
flows for the years then ended and the period from incorporation on November 1,
2006 to November 30, 2009. These financial statements are the
responsibility of the Company’s management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform an audit to obtain reasonable assurance whether the
financial statements are free of material misstatements. The Company
has determined that it is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, these financial statements present fairly, in all material respects,
the financial position of the Company as at November 30, 2009 and 2008 and the
results of its operations and its cash flows for the years then ended and the
period from incorporation on November 1, 2006 to November 30, 2009 in conformity
with U.S. generally accepted accounting principles.
The
accompanying financial statements referred to above have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 1 to financial statements, the Company is in the exploration stage, and has
no permanently established source of revenue and is dependent on its ability to
raise capital from shareholders or other sources to sustain
operations. These factors, along with other matters as set forth in
Note 1, raise substantial doubt that the Company will be able to continue as a
going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Vancouver,
Canada “MacKay
LLP”
February
25, 2010 Chartered Accountants
8
FRESH
START PRIVATE HOLDINGS, INC.
(Formerly
RIVER EXPLORATION, INC.)
(An
Exploration Stage Company)
BALANCE
SHEETS
November
30, 2009
|
November
30, 2008
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS
|
||||||||
Cash
|
$ | 689 | $ | 2,487 | ||||
Prepaid expenses
|
- | 604 | ||||||
TOTAL
ASSETS
|
$ | 689 | $ | 3,091 | ||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Accounts payable and accrued
liabilities
|
$ | 24,948 | $ | 11,124 | ||||
Due to related party (Note
6)
|
18,462 | 8,884 | ||||||
Loan (Note 5)
|
22,831 | 20,210 | ||||||
TOTAL
CURRENT LIABILITIES
|
66,241 | 40,218 | ||||||
STOCKHOLDERS’
EQUITY (DEFICIT )
|
||||||||
Capital stock
|
||||||||
Authorized
|
||||||||
200,000,000 shares of common
stock, $0.001 par value,
|
||||||||
Issued and
outstanding
|
||||||||
70,230,000 shares of common stock
(2008 – 452,700,000)
|
70,230 | 452,700 | ||||||
Additional paid-in
capital
|
(47,530 | ) | (432,000 | ) | ||||
Deficit accumulated during the
exploration stage
|
(88,252 | ) | (57,827 | ) | ||||
Total
stockholders’ equity (deficit)
|
(66,552 | ) | (37,127 | ) | ||||
Total
Liabilities and Stockholders’ Equity (Deficit)
|
$ | 689 | $ | 3,091 |
Going
Concern (Note 1)
______________________
Director
The
accompanying notes are an integral part of these financial
statements
9
FRESH
START PRIVATE HOLDINGS, INC.
(Formerly
RIVER EXPLORATION, INC.)
(An
Exploration Stage Company)
STATEMENTS
OF OPERATIONS
Year
ended
November
30, 2009
|
Year
ended
November
30, 2008
|
Cumulative
results of operations from November 1, 2006 (date of inception)
to November 30, 2009
|
||||||||||
EXPENSES
|
||||||||||||
Office
and general
|
$ | (2,731 | ) | $ | (3,061 | ) | $ | (9,731 | ) | |||
Foreign
exchange gain/(loss)
|
(2,022 | ) | 4,339 | 2,592 | ||||||||
Natural
resource property
expenses
(Note 4)
|
- | (3,163 | ) | (6,044 | ) | |||||||
Professional
fees
|
(25,672 | ) | (30,439 | ) | (75,069 | ) | ||||||
NET
and
COMPREHENSIVE
LOSS
|
$ | (30,425 | ) | $ | (32,324 | ) | $ | (88,252 | ) |
BASIC
AND DILUTED NET LOSS PER COMMON
SHARE
|
$
(0.00)
|
$
(0.00)
|
|||||||
WEIGHTED
AVERAGE NUMBER OF BASIC AND DILUTED COMMON SHARES
OUTSTANDING
|
190,728,329
|
452,700,000
|
The
accompanying notes are an integral part of these financial
statements
10
FRESH
START PRIVATE HOLDINGS, INC.
(Formerly
RIVER EXPLORATION, INC.)
(An
Exploration Stage Company)
STATEMENT
OF STOCKHOLDERS’ EQUITY (DEFICIT)
Cumulative
from inception November 1, 2006 to November 30, 2009
Additional
Paid-in
Common
Stock
Capital
|
Share
Subscription
Receiveable
|
Deficit
Accumulated
During the Exploration
Stage
Total
|
||||||||||||||||||||||||||||||
Common
stock issued for cash at $0.000022 per share
|
||||||||||||||||||||||||||||||||
-
November 16, 2006
|
427,500,000 | $ | 427,500 | $ | (418,000 | ) | $ | - | $ | - | $ | 9,500 | ||||||||||||||||||||
-
Share Subscription receivable
|
- | - | - | (9,500 | ) | - | (9,500 | ) | ||||||||||||||||||||||||
Net
loss for the period
|
- | - | - | - | (1,413 | ) | (1,413 | ) | ||||||||||||||||||||||||
Balance,
November 30, 2006
|
427,500,000 | 427,500 | (418,000 | ) | (9,500 | ) | (1,413 | ) | (1,413 | ) | ||||||||||||||||||||||
Share
subscription received
|
- | - | - | 9,500 | - | 9,500 | ||||||||||||||||||||||||||
Common
stock issued for cash at $0.00044 per share – October 2007
|
19,800,000 | 19,800 | (11,000 | ) | - | - | 8,800 | |||||||||||||||||||||||||
– November
2007
|
5,400,000 | 5,400 | (3,000 | ) | - | - | 2,400 | |||||||||||||||||||||||||
Net
loss for year
|
- | - | - | - | (24,090 | ) | (24,090 | ) | ||||||||||||||||||||||||
Balance,
November 30, 2007
|
452,700,000 | 452,700 | (432,000 | ) | - | (25,503 | ) | (4,803 | ) | |||||||||||||||||||||||
Net
loss for year
|
- | - | - | - | (32,324 | ) | (32,324 | ) | ||||||||||||||||||||||||
Balance,
November 30, 2008
|
452,700,000 | 452,700 | (432,000 | ) | - | (57,827 | ) | (37,127 | ) | |||||||||||||||||||||||
Common
stock redeemed at $0.000022 – March 25, 2009
|
(382,500,000 | ) | (382,500 | ) | 374,000 | - | - | (8,500 | ) | |||||||||||||||||||||||
Common
stock issued for cash at $0.35 per share – June 2009
|
30,000 | 30 | 10,470 | - | - | 10,500 | ||||||||||||||||||||||||||
Net
loss for year
|
- | - | - | - | (30,425 | ) | (30,425 | ) | ||||||||||||||||||||||||
Balance,
November 30, 2009
|
70,230,000 | $ | 70,230 | $ | (47,530 | ) | $ | - | $ | (88,252 | ) | $ | (65,552 | ) |
All share
amounts have been restated to reflect the 45 to1 forward split in March
2009.
The
accompanying notes are an integral part of these financial
statements
11
FRESH
START PRIVATE HOLDINGS, INC.
(Formerly
RIVER EXPLORATION, INC.)
(An
Exploration Stage Company)
STATEMENTS
OF CASH FLOWS
Year
ended
November
30, 2009
|
Year
ended
November
30, 2008
|
Cumulative
results of operations from November 1, 2006 (date of inception) to
November 30, 2009
|
||||||||||
OPERATING
ACTIVITIES
|
||||||||||||
Net loss for the
period
|
$ | (30,425 | ) | $ | (32,324 | ) | $ | (88,252 | ) | |||
Item
not involving cash
|
||||||||||||
Foreign
exchange loss (gain)
|
2,022 | (4,339 | ) | 2,592 | ||||||||
Adjustments to reconcile net
loss to
net cash used
in operating activities
|
||||||||||||
-
prepaid expense
|
604 | (604 | ) | - | ||||||||
-
accounts payable and accrued liabilities
|
14,423 | 4,372 | 24,948 | |||||||||
NET
CASH USED IN OPERATING ACTIVITIES
|
(13,376 | ) | (32,895 | ) | (60,712 | ) | ||||||
INVESTING
ACTIVITY
|
- | - | - | |||||||||
FINANCING
ACTIVITIES
|
||||||||||||
Proceeds
from issuance of common stock
|
2,000 | - | 22,700 | |||||||||
Due
to related party
|
- | 8,582 | 18,462 | |||||||||
Loans
received
|
9,578 | 24,549 | 20,239 | |||||||||
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
11,578 | 33,131 | 61,401 | |||||||||
NET
INCREASE (DECREASE) IN CASH
|
(1,798 | ) | 236 | 689 | ||||||||
CASH,
BEGINNING OF PERIOD
|
2,487 | 2,251 | - | |||||||||
CASH,
END OF PERIOD
|
$ | 689 | $ | 2,487 | $ | 689 | ||||||
Supplemental
cash flow information
Cash paid
for:
Interest
|
$ -
|
$ -
|
$ -
|
Income taxes
|
$ -
|
$ -
|
$ -
|
Supplemental
non cash transactions:
Redemption of common stock and
Loan from related party
|
$ 8,500
|
$ -
|
$ 8,500
|
The
accompanying notes are an integral part of these financial
statements
12
FRESH
START PRIVATE HOLDINGS, INC.
(Formerly
RIVER EXPLORATION, INC.)
(An
Exploration Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
FOR
THE YEAR ENDED NOVEMBER 30, 2009
NOTE
1 – NATURE OF OPERATIONS
River
Exploration, Inc. (the “Company”) was incorporated on November 1, 2006 under the
laws of the State of Nevada and extra-provincially registered under the laws of
the Province of British Columbia on January 11, 2007. The Company is in the
initial exploration stage and was organized to engage in the business of natural
resource exploration in the Province of British Columbia.
On March
5, 2010 the company’s name was changed to FRESH START PRIVATE HOLDINGS,
INC.
Going
concern
These
financial statements have been prepared assuming the Company will continue as a
going concern, which contemplates, among other things, the realization of assets
and liabilities in the normal course of business. The Company commenced
operations on November 1, 2006 and has not realized revenues since inception.
The Company has a deficit accumulated to the period ended November 30, 2009 in
the amount of $88,252. The ability of the Company to continue as a going concern
is dependent on raising capital to fund its business plan and ultimately to
attain profitable operations. Accordingly, these factors raise substantial doubt
as to the Company’s ability to continue as a going concern. The Company funded
its initial operations by way of Founders shares and the issuance of shares to
various investors, and loans.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Exploration
Stage Company
The
Company is considered to be in the Exploration stage. The Company is
devoting substantially all of its present efforts to exploring and developing
its mineral property interest.
Accounting
Method
The
accounting and reporting policies of the Company conform to United States
generally accepted accounting principles applicable to exploration stage
enterprises.
Natural
Resource Properties
The
Company is in the exploration stage and has not yet realized any revenue from
its planned operations. It is primarily engaged in the acquisition, exploration,
and development of natural resource properties. Natural resource property
acquisition and exploration costs are expensed as incurred. When it has been
determined that a natural resource property can be economically developed as a
result of establishing proven and probable reserves, the costs incurred to
develop such property are capitalized. Such costs will be depreciated using the
units-of-production method over the estimated life of the probable
reserve.
13
FRESH
START PRIVATE HOLDINGS, INC.
(Formerly
RIVER EXPLORATION, INC.)
(An
Exploration Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
FOR
THE YEAR ENDED NOVEMBER 30, 2009
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Segmented
Reporting
SFAS
Number 131 (Codified under ASC 280), “Disclosure About Segments of an Enterprise
and Related Information”, changed the way public companies report information
about segments of their business in their quarterly reports issued to
shareholders. It also requires entity-wide disclosures about the
products and services the entity provides, the material countries in which it
holds assets and reports revenues and its major customers.
For the
period ended November 30, 2009, all operations took place in British Columbia,
Canada.
Comprehensive
Loss
SFAS No.
130 (Codified under ASC 220), “Reporting Comprehensive Income,” establishes
standards for the reporting and display of comprehensive loss and its components
in the financial statements. As at November 30, 2009, the Company has no items
that represent a comprehensive loss and, therefore, has not included a schedule
of comprehensive loss in the financial statements.
Use
of Estimates and Assumptions
Preparation
of the financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect
certain 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 period. Accordingly,
actual results could differ from those estimates.
Fair
Value of Financial Instruments and Derivative Financial Instruments
The
Company has adopted FASB accounting standard for Disclosure about
Derivative Financial Instruments and Fair Value of Financial
Instruments. The carrying amounts of cash, receivables, accounts
payable and accrued liabilities, due to director and loan payable approximate
their fair values because of the short maturity of these
items. Certain fair value estimates may be subject to and
involve uncertainties and matters of significant judgment, and, therefore,
cannot be determined with precision. Changes in assumptions could
significantly affect these estimates. The Company does not hold or
issue financial instruments for trading purposes, nor does it utilize derivative
instruments in the management of its foreign exchange, commodity price, or
interest rate market risks.
Loss
per Common Share
Basic
loss per share includes no dilution and is computed by dividing loss available
to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive loss per share reflect the potential
dilution of securities that could share in the earnings of the Company. Because
the Company does not have any potential dilutive securities, basic and diluted
loss per share are the same.
14
FRESH
START PRIVATE HOLDINGS, INC.
(Formerly
RIVER EXPLORATION, INC.)
(An
Exploration Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
FOR
THE YEAR ENDED NOVEMBER 30, 2009
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income
Taxes
The
Company follows the liability method of accounting for income taxes in
accordance with FASB accounting standards for Accounting for Income Taxes and
Accounting for Uncertainty in Income Taxes. Under this method,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
balances. Deferred tax assets and liabilities are measured using
enacted or substantially enacted tax rates expected to apply to the taxable
income in the years in which those differences are expected to be recovered or
settled. 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 not be realized. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the date of enactment or substantive
enactment.
Foreign
Currency Translation
The
Company’s functional and reporting currency is the U.S. dollar. All transactions
initiated in foreign currencies are translated into U.S. dollars as
follows:
|
a) monetary
assets and liabilities at the rate of exchange in effect at the balance
sheet date;
|
|
b) non-monetary
assets at historical exchange
rates;
|
|
c) revenue
and expense items at the average rate of exchange prevailing during the
period; and
|
|
d) gains
and losses from foreign currency transactions are included in the
statements of operations.
|
Stock-based
Compensation
The
Company accounts for stock-based compensation issued to employees based on FASB
accounting standard for Share Based Payment. It requires an entity to measure
the cost of employee services received in exchange for an award of equity
instruments based on the grant-date fair value of the award (with limited
exceptions). That cost will be recognized over the period during which an
employee is required to provide service in exchange for the award – the
requisite service period (usually the vesting period). It requires that the
compensation cost relating to share-based payment transactions be recognized in
financial statements. That cost will be measured based on the fair value of the
equity or liability instruments issued. The scope of SFAS 123R includes a wide
range of share-based compensation arrangements including share options,
restricted share plans, performance-based awards, share appreciation rights, and
employee share purchase plans.
As at
November 30, 2009 the Company had no stock-based compensation plans nor had it
granted any stock options. Accordingly no stock-based compensation
has been recorded to date.
NOTE
3 – RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
Effective
December 1, 2008, the Company adopted Statement of Financial Accounting
Standards No. 157, “Fair Value Measurements” (“SFAS 157”, codified under ASC
820). It defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles (GAAP), and expands disclosures about
fair value measurements. The adoption of the standard has not had any impact on
the Company’s financial position, results of operations, or cash
flows.
15
FRESH
START PRIVATE HOLDINGS, INC.
(Formerly
RIVER EXPLORATION, INC.)
(An
Exploration Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
FOR
THE YEAR ENDED NOVEMBER 30, 2009
NOTE
3 – RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS (continued)
Effective
December 1, 2008, the Company adopted Statement of Financial Accounting
Standards No. 159, “The Fair Value Option for Financial Assets and Financial
Liabilities” (“SFAS 159”, codified under ASC 825). It permits entities to choose
to measure many financial instruments, and certain other items, at fair value.
The adoption of the standard has not had any impact on the Company’s financial
position, results of operations, or cash flows.
Effective
June 1, 2009, the Company adopted Statement of Financial Accounting Standards
No. 165, “Subsequent Events” (“SFAS 165”, codified under ASC 855). It
establishes general standards of accounting for and disclosure of subsequent
events. The adoption of the standard has not had any impact on the Company’s
financial position, results of operations, or cash flows.
In June
2009 the FASB established the Accounting Standards Codification (“Codification”
or “ASC”) as the source of authoritative accounting principles recognized by the
FASB to be applied by nongovernmental entities in the preparation of financial
statements in accordance with generally accepted accounting principles in the
United States (“GAAP”). Rules and interpretive releases of the Securities and
Exchange Commission (“SEC”) issued under authority of federal securities laws
are also sources of GAAP for SEC registrants. Existing GAAP was not intended to
be changed as a result of the Codification, and accordingly the change did not
impact our financial statements.
Statement
of Financial Accounting Standards (“SFAS”) No. 166 (ASC Topic 810), “Accounting
for Transfers of Financial Assets—an Amendment of FASB Statement No. 140”, SFAS
No. 167 (ASC Topic 810), “Amendments to FASB Interpretation No. 46(R)”, and SFAS
No. 168 (ASC Topic 105), “The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB
Statement No. 162” were recently issued. SFAS No. 166, 167, and 168 have no
current applicability to the Company or their effect on the financial statements
would not have been significant.
Accounting
Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair
Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605),
Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic
985), Certain Revenue Arrangements that include Software Elements, and various
other ASU’s No. 2009-2 through ASU No. 2009-15 which contain technical
corrections to existing guidance or affect guidance to specialized industries or
entities were recently issued. These updates have no current applicability to
the Company or their effect on the financial statements would not have been
significant.
16
FRESH
START PRIVATE HOLDINGS, INC.
(Formerly
RIVER EXPLORATION, INC.)
(An
Exploration Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
FOR
THE YEAR ENDED NOVEMBER 30, 2009
NOTE
4 – NATURAL RESOURCE PROPERTIES and RELATED EXPLORATION
EXPENSES
On
December 31, 2006 the Company entered into an option agreement with its
President to purchase a 100% undivided interest in two mining claims located in
the Invermere area, British Columbia, Canada.
The
Company, according to the option agreement, must complete exploration
expenditure of $12,500 on or before March 31, 2008, a further $45,000 of
completed exploration expenditures on or before March 31, 2009, for an aggregate
total of minimum exploration expenses of $57,500. The option agreement has since
been extended to September 30, 2008, and then again to March 31,
2009.
On March
23, 2009 the option agreement was further amended to extend the date of the
minimum exploration expense payment from March 31, 2009 to June 30,
2009.
As of
November 30, 2009 the Company has expended $6,043 in exploration expenses. The
Company has not expended the required minimum exploration expenses by June 30,
2009, and has allowed the option agreement to lapse as of June 30,
2009.
NOTE
5– LOAN
PAYABLE
At
November 30, 2009 the Company had a loan of $22,831 (Cdn$25,000) (2008 -
$20,210) from a third party for the purposes of funding its operations. The loan
agreement establishes no set date for repayment, is non-interest bearing,
non-secured and is payable on demand, accordingly fair value can not be reliably
determined.
NOTE
6– DUE TO RELATED PARTY
River
Exploration, Inc. owes the sole director and President of the Company $18,462
(2008 - $8,884). There are no definite repayment terms, no security
or accruing interest. Fair value cannot be determined.
NOTE
7 – CAPITAL STOCK
As of
March 25, 2009, the sole Director redeemed 382,500,000 shares of the common
stock in the Company for consideration of $8,500 which was paid
originally.
On March
25, 2009 the Company changed its capitalization from 75,000,000 to 200,000,000
common shares with a par value of $0.001 per share. No preferred
shares have been authorized or issued.
On March
25, 2009 the directors of the Company approved a special resolution to undertake
a forward split of the common stock of the Company on a 45 new shares for 1 old
share.
All share
amounts have been restated to reflect the 45 to1 forward split in March
2009.
On June
5, 2009, the Company issued 30,000 common stock at $0.35 per share for gross
proceeds of $10,500.
FRESH
START PRIVATE HOLDINGS, INC.
(Formerly
RIVER EXPLORATION, INC.)
(An
Exploration Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
FOR
THE YEAR ENDED NOVEMBER 30, 2009
NOTE
8 – INCOME TAXES
A
reconciliation of the provision for income taxes at the United States federal
statutory rate compared to the Company’s income tax expense as reported is as
follows:
November
30,
2009
|
November
30,
2008
|
|||||||||
Net
loss before income taxes per financial statements
|
$ | $ (30,425 | ) | $ | $ (32,324 | ) | ||||
Income
tax rate
|
34 | % | 34 | % | ||||||
Income
tax recovery
|
(10,345 | ) | (10,990 | ) | ||||||
Valuation
allowance change
|
10,345 | 10,990 | ||||||||
Provision
for income taxes
|
$ | – | $ | – |
The
significant components of deferred income tax assets at November 30, 2009 and
2008 are as follows:
November
30,
2009
|
November
30,
2008
|
|||||||
Net
operating loss carryforward
|
$ | 30,000 | $ | 19,700 | ||||
Valuation
allowance
|
(30,000 | ) | (19,700 | ) | ||||
Net
deferred income tax asset
|
$ | – | $ | – |
The
amount taken into income as deferred income tax assets must reflect that portion
of the income tax loss carry forwards that is more likely-than-not to be
realized from future operations. The Company has chosen to provide a
full valuation allowance against all available income tax loss carry forwards.
The Company has recognized a valuation allowance for the deferred income tax
asset since the Company cannot be assured that it is more likely than not that
such benefit will be utilized in future years. The valuation allowance is
reviewed annually. When circumstances change and which cause a change in
management's judgment about the realizability of deferred income tax assets, the
impact of the change on the valuation allowance is generally reflected in
current income.
Management
has considered the likelihood and significance of possible penalties associated
with its current and intended filing positions and has determined, based on
their assessment, that such penalties, if any, would not be expected to be
material.
No
provision for income taxes has been provided in these financial statements due
to the net loss for the years ended November 30, 2009 and 2008. At November 30,
2009, the Company has net operating loss carryforwards, which expire commencing
in 2026, totaling approximately $88,000.
NOTE
9 – SUBSEQUENT EVENT
The
Company has evaluated subsequent events and has determined that other than the
name change as described in note 1, there are no additional subsequent events to
be disclosed.
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the Company's
principal executive and principal financial officers and effected by the
Company's board of directors, management and other personnel to provide
reasonable assurance regarding the reliability of our financial reporting and
the preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:
-
Pertains to the maintenance of records that in reasonable detail accurately and
fairly reflect our transactions and disposition of assets;
- Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of our financial statements in accordance with accounting principles
generally accepted in the United States of America and receipts and expenditures
are being made in accordance with authorizations of management and directors;
and
- Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of company assets that could have a material
effect on our financial statements.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Because of the inherent
limitations of internal control, there is a risk that material misstatements may
not be prevented or detected on a timely basis by internal control over
financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.
As of
November 30, 2009 management assessed the effectiveness of the Company's
internal control over financial reporting based on the criteria for effective
internal control over financial reporting established in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO") and SEC guidance on conducting such assessments.
Based on that evaluation, they concluded that, during the period covered by this
report, such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
control over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.
The
matters involving internal controls and procedures that the Company's management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to the lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by our Chief Executive Officer in connection with the review of our financial
statements as of November 30, 2009.
Management
believes that the material weaknesses set forth in items (2) and (3) above did
not have an effect on our financial results. However, management believes that
the lack of a functioning audit committee and lack of a majority of outside
directors on our board of directors, results in ineffective oversight in the
establishment and monitoring of required internal controls and procedures which
could result in a material misstatement in our financial statements in future
periods.
In an
effort to remediate the identified material weaknesses and other deficiencies
and enhance our internal controls, we have initiated or plan to initiate the
following series of measures.
We will
create a position to segregate duties consistent with control objectives and
will increase our personnel resources and technical accounting expertise within
the accounting function when funds are available to us. And we plan to appoint
one or more outside directors to our board of directors who shall be appointed
to an audit committee who will undertake the oversight in the establishment and
monitoring of required internal controls and procedures such as reviewing and
approving estimates and assumptions made by management when funds are available
to us.
Management
believes that the appointment of one or more outside directors, who shall be
appointed to a fully functioning audit committee, will remedy the lack of a
functioning audit committee and a lack of a majority of outside directors on our
Board.
19
We will
continue to monitor and evaluate the effectiveness of our internal controls and
procedures and our internal controls over financial reporting on an ongoing
basis and are committed to taking further action and implementing additional
enhancements or improvements, as necessary and as funds allow.
There
have been no significant changes in our internal controls over financial
reporting that occurred during the period covered by this report which has
materially affected or are reasonably likely to materially affect, our internal
controls over financial reporting.
This
annual report does not include an attestation report of the Company's
independent registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's independent registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the Company to
provide management report in the Annual Report.
ITEM
9B. OTHER INFORMATION
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Name
and
Address Age Position(s)
Andrew
Aird 68
President, Treasurer, Chief
513 - 580 Raven Woods
Drive
Financial Officer and Chairman of the
North Vancouver, BC V7G
2T2
Board of Directors.
|
Ron
McIntyre 61
Secretary
3765 Dollarton Hwy,
North Vancouver BC V7A 1G1
|
Andrew
Aird has held his offices/positions since inception of our company and is
expected to hold his offices/positions at least until the next annual meeting of
our stockholders. Ron McIntyre has held his offices/positions since March 25,
2009 and is expected to hold his offices/positions at least until the next
annual meeting of our stockholders. Our directors hold office until the next
annual meeting of shareholders and the election and qualification of their
successors. Directors receive no compensation for serving on the board of
directors other than the reimbursement of reasonable expenses incurred in
attending meetings. Officers are appointed by the board of directors and serve
at the discretion of the board.
Officer
and Director Background:
Andrew
Aird, President, CEO, Director, Treasurer
Mr. Aird
is a Chartered Accountant with a 30 year career in the printing industry,
culminating as Director of Finance (International) of Canada's largest
multinational business forms company. In the last 5 years, he has been the VP
Finance of a hi-tech company that developed and marketed electronic bingo
equipment. He presently manages the financial affairs of a wealthy private
family business.
Mr. Aird
is not a director of any other reporting company.
Ron
McIntyre, Secretary
Mr.
McIntyre has management experience with technology companies and start-ups in
the United States and Canada. Included in his experience are three corporate
mergers/acquisitions. On March 19, 1998, as President of Visionary Solutions
(VSI:ASE), Mr. McIntyre signed merger documents for an Agresso (UNI:Oslo)
takeover bid. In 1992, Mr. McIntyre also served on the Board of Directors of
Richmond Software (The Maximizer) until the company’s merger with Modatech
(NASDAQ). In 1989, he joined Consumers Software Inc. as Director of Sales &
Marketing and was instrumental in increasing software sales by more than 500%
until the company was acquired by Microsoft on April 8,
1991. Concurrently herewith, Mr. McIntyre also serves as the
President, Secretary and Director of Kaleidoscope Venture Capital, Inc., a
publicly-owned Nevada corproration.
During 13
years with A.B. Dick Co., Mr. McIntyre held positions as Branch
Manager and Pacific Zone Manager, and then transferred to California to commence
branch sales operations in Sacramento.
For 7
years, Mr. McIntyre worked for NBI, first to start up operations in Sacramento,
Vancouver and Victoria, and then stepped up to Western Regional Manager. He
joined Consumers Software Inc. in 1989 as Director of Sales & Marketing and
was instrumental in increasing software sales by 500% prior to the purchase by
Microsoft.
20
In
addition, Mr. McIntyre was the owner/operator of VIPaging Services, Ltd., a
licensed paging company in British Columbia. He was also President and CEO of
Visionary Solutions. Visionary Solutions markets and delivers Agresso business
software to growth-oriented companies in the mid-tiered markets (US $25 million
- $1,000 million in annual sales). Agresso is world class business software with
more than 20 modules that include core financial, logistics, purchasing, project
costing billing, payroll and human resources. On March 19, 1998, merger
documents were signed for an Agresso take-over bid.
Mr.
McIntyre also served as Vice President, Sales & Marketing, Director of IT,
and Vice President of Operations for Aimtronics Corporation. During his tenure,
he had direct responsibility for increasing revenues to Cdn $57MM in 1999,
$105MM in 2000, and $154MM for 2001, and managing 250,000 square feet of
manufacturing operations in two countries with more than 1,100
employees.
Significant
Employees
The
Company does not, at present, have any employees other than the current officer
and director. We have not entered into any employment agreements, as we
currently do not have any employees other than the current officers and
directors.
Family
Relations
There are
no family relationships among the Directors and Officers of Fresh Start Private
Holdings, Inc.
Involvement
in Legal Proceedings
No
executive Officer or Director of the Company has been convicted in any criminal
proceeding (excluding traffic violations) or is the subject of a criminal
proceeding that is currently pending.
No
executive Officer or Director of the Company is the subject of any pending legal
proceedings.
No
Executive Officer or Director of the Company is involved in any bankruptcy
petition by or against any business in which they are a general partner or
executive officer at this time or within two years of any involvement as a
general partner, executive officer, or Director of any business.
ITEM
11. EXECUTIVE COMPENSATION.
Our
current executive officers and director has not and does not receive any
compensation and has not received any restricted share awards, options or any
other payouts. As such, we have not included a Summary Compensation
Table.
There are
no current employment agreements between the Company and its executive officers
or director. Our executive officers and director have agreed to work without
remuneration until such time as we receive revenues that are sufficiently
necessary to provide proper salaries to the officers and compensate the director
for participation. Our executive officers and director have the responsibility
of determining the timing of remuneration programs for key personnel based upon
such factors as positive cash flow, shares sales, product sales, estimated cash
expenditures, accounts receivable, accounts payable, notes payable, and a cash
balances. At this time, management cannot accurately estimate when sufficient
revenues will occur to implement this compensation, or the exact amount of
compensation.
There are no annuity, pension or
retirement benefits proposed to be paid to officers, directors or employees of
the corporation in the event of retirement at normal retirement date pursuant to
any presently existing plan provided or contributed to by Company.
STOCKHOLDER
MATTERS.
The
following table sets forth certain information with respect to the beneficial
ownership of our common shares as it relates to our named director and executive
officer, and each person known to the Company to be the beneficial owner of more
than five percent (5%) of said securities, and all of our directors and
executive officers as a group:
Name
and
Position Shares Percent Security
Andrew
Aird
President
and
Director 42,000,000 59.8 Common
Officers
and Directors as
a
Group
(1)
42,000,000 59.8 Common
|
The
address for Andrew Aird is 513 - 580 Raven Woods Drive; North Vancouver, BC V7G
2T2 Canada.
21
Currently,
there are no contemplated transactions that the Company may enter into with our
officers, directors or affiliates. If any such transactions are contemplated we
will file such disclosure in a timely manner with the Commission on the proper
form making such transaction available for the public to view.
The
Company has no formal written employment agreement or other contracts with our
current officers and there is no assurance that the services to be provided by
them will be available for any specific length of time in the future. Mr. Aird
anticipates devoting at a minimum of ten to fifteen percent of his available
time to the Company's affairs. The amounts of compensation and other terms of
any full time employment arrangements would be determined, if and when, such
arrangements become necessary.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
During
the fiscal year ended November 30, 2009 we incurred approximately $10,000 in
fees to our principal independent accountants for professional services rendered
in connection with the audit of financial statements for the fiscal year ended
November 30, 2009. For review of our financial statements for the quarters ended
February 28, 2009, May 31, 2009 and August 31, 2009 we incurred approximately
$6,500 in fees to our principal independent accountants for professional
services.
During
the fiscal year ended November 30, 2009, we did not incur any other fees for
professional services rendered by our principal independent accountants for all
other non-audit services which may include, but not limited to, tax related
services, actuarial services or valuation services.
23.1 Consent
of MacKay, LLP
31.1 Rule
13(a)-14(a)/15(d)-14(a) Certification of Chief Executive
Officer
31.2 Rule
13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer
*
32.1 Section
1350 Certification of Chief Executive Officer
32.2 Section
1350 Certification of Chief Financial Officer
**
|
*
Included in Exhibit 31.1 ** Included in Exhibit 32.1
22
SIGNATURES
In
accordance with the requirements Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
FRESH
START PRIVATE HOLDINGS, INC.
By:
/s/ Andrew Aird
____________________________________________
Andrew
Aird
President,
Secretary Treasurer,
Principal
Executive Officer,
Principal
Financial Officer and Director
Dated: March
15, 2010
|
23