Attached files

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

                     Pursuant to Section 13 Or 15(D) of the
                         Securities Exchange Act of 1934

                                 January 3, 2011
                Date of Report (Date of earliest event reported)


                           PEPPER ROCK RESOURCES CORP.
             (Exact name of Registrant as specified in its charter)


            Nevada                      000-53847                27-1843986
(State or Other Jurisdiction of        (Commission            (I.R.S. Employer
 Incorporation or Organization)          File No.)           Identification No.)

             8200 Wilshire Blvd., Suite 200, Beverly Hills, CA 90211
                    (Address of principal executive offices)

                                 (323) 556-0780
                           (Issuer's telephone number)

                                       N/A
          (Former name or former address, if changed from last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications  pursuant to Rule 425 under the Securities Act (17
    CFR 230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
    CFR 240.14a-12)

[ ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
    Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 3, 2011, Pepper Rock Resources Corp. (the "Company")  entered into an
Option Agreement (the "Option Agreement") with Candorado Operating Company, Ltd.
("Candorado")  whereby  Candorado granted to the Company the exclusive option to
acquire a 70%  interest  (the  "Option")  in  certain  mineral  claims  known as
Man/Prime located in British Columbia, Canada (the "Property").  The Company may
exercise  such  option by  issuing a total of 1.5  million  shares of its common
stock to Candorado  and expending a total of $2.75  million in  exploration  and
development  of the  Property  over a  four-year  period.  The  Company  is also
obligated to pay to Candorado a royalty that is equal to two percent (2%) of the
net  proceeds  actually  paid to the  Company  from the sale by the  Company  of
minerals or other products mined and removed from the Property,  after deduction
of smelting costs, treatment charges and penalties.

Candorado  is a junior  exploration  company  primarily  focused on the  Quesnel
Trough,  located in central  British  Columbia.  Candorado  is listed on the TSX
Venture Exchange.

The Option  requires the Company to issue to  Candorado 1 million  shares of its
common stock upon approval of the Option  Agreement by the TSX Venture  Exchange
(the  "Exchange"),  and then another 250,000 shares on the twelve (12) month and
on the twenty-four (24) month anniversaries of such approval.

The  Company's  obligation  to  expend a total of $2.75  million  as part of its
exercise of the Option is required to be done in  accordance  with the following
schedule:

     i.   Total  expenditures  of  $500,000  within 12 months of the  Exchange's
          acceptance of the Option Agreement;

     ii.  Total  expenditures  of $750,000  within the period of 24 months after
          the Exchange's acceptance of the Option Agreement;

     iii. Total  expenditures  of $1.5  Million  within  the period of 36 months
          after the Exchange's acceptance of the Option Agreement.

The Company can accelerate the  expenditures  on the Property at its discretion.
Candorado's  remaining 30% interest shall be carried  through to feasibility and
Candorado  is not  required  to provide  any  additional  funding to advance the
Property.

Under the Option  Agreement,  the Company also has the right of first refusal to
acquire  Candorado's  remaining  30%  interest  at  any  time  up to  the  fifth
anniversary of the Exchange's  acceptance of the Option Agreement.  In the event
that  Candorado  receives  an  offer  from a third  party  to  purchase  its 30%
interest, the Company shall have thirty (30) business days to match such offer.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

10.1 Option Agreement

                                       2

                                    SIGNATURE

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                            PEPPER ROCK RESOURCES CORP.


Date: January 6, 2011                       By: /s/ Philip Kueber
                                               -----------------------------
                                            Name:  Philip Kueber
                                            Title: President