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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
UNITED STATES
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 __________________
 
Commission File Number 333-145979
 
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


 
 
 

PART 1
 
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
 
None
 
PART II
 
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.
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
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.
 
 
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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.
 
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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.

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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.
 
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` ITEM 9A(T). CONTROLS AND PROCEDURES
 
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.
 
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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
 
None
 
PART III
 
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
The name, address, age, and position of our present officers and director is set forth below:

 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.
 
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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.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT RELATED
 
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.
 
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 
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.
 
PART IV
 
ITEM 15. EXHIBITS

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
 
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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

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