TAP RESOURCES, INC. - FORM 10-Q - September 16, 2011

TAP RESOURCES, INC. - FORM 10-Q - September 16, 2011

Attached files

Attached files

TAP RESOURCES, INC. Reports

file	filename
EX-32.1 - CERTIFICATION - TAP RESOURCES, INC.	freshstart_ex321.htm
EX-31.1 - CERTIFICATION - TAP RESOURCES, INC.	freshstart_ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: February 28, 2011

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE 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 business issuer as specified in its charter)

Nevada		20-5886006
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

112 North Curry Street

Carson City, Nevada, 89703

(Address of principal executive offices)

(775) 321-8267

(Registrant's telephone number, including area code)

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 o

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	o	Accelerated filer	o
Non-accelerated filer	o	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 o

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of September 7, 2011 the registrant had 280,920 shares of common stock, $0.001 par value, issued and outstanding.

FRESH START PRIVATE HOLDINGS, INC.

(Formerly RIVER EXPLORATION, INC.)

(An Exploration Stage Company)

INTERIM FINANCIAL STATEMENTS

February 28, 2011

Unaudited

INTERIM BALANCE SHEETS			3

INTERIM STATEMENTS OF OPERATIONS			4

INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)			5

INTERIM STATEMENTS OF CASH FLOW			6

NOTES TO INTERIM FINANCIAL STATEMENTS			7

FRESH START PRIVATE HOLDINGS, INC.
(Formerly RIVER EXPLORATION, INC.)
(An Exploration Stage Company)

INTERIM BALANCE SHEETS
Unaudited

	February 28, 2011			November 30, 2010
	(Unaudited)			(Audited)

ASSETS

CURRENT ASSETS
Cash	$	511		$	1,399
Prepaid expenses		188			406
TOTAL ASSETS	$	699		$	1,805

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	44,894		$	38,375
Loans from Related Party (Note 3)		36,238			36,238
Loans Payable (Note 4)		36,170			36,049
TOTAL CURRENT LIABILITIES	$	117,302		$	110,662

STOCKHOLDER'S EQUITY ( DEFICIT )
Capital stock
Authorized
200,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
280,920 shares of common stock	$	281		$	281
Additional Paid in Capital		22,419			22,419
Deficit accumulated during the development stage		(139,303	)		(131,557	)
TOTAL STOCKHOLDER'S EQUITY/(DEFICIT)	$	(116,603	)	$	(108,857	)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY/(DEFICIT)	$	699		$	1,805

The accompanying notes are an integral part of these financial statements

							Cumulative results
							from inception
	Three months			Three months			(November 1, 2006)
	ended			ended			to
	February 28, 2011			February 28, 2010			February 28, 2011
REVENUE

Revenues	$	-		$	-		$	-
Total Revenues	$	-		$	-		$	-

EXPENSES

Office and general	$	121		$	260		$	22,398
Foreign exchange gain/ (loss)		-			1,257			(1,767	)
Mining expenses		-			-			6,044
Professional Fees		7,625			6,712			112,628
Loss before income taxes	$	7,746		$	8,229		$	139,303
Provision for income taxes		-			-			-
NET LOSS	$	(7,746	)	$	(8,229	)	$	(139,303	)

BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.03	)	$	(0.03	)


WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	$	280,920		$	280,920

The accompanying notes are an integral part of these financial statements

INTERIM STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

From inception (November 1, 2006) to February 28, 2011

Unaudited

													Deficit
													accumulated
	Common Stock						Additional			Share			during the
	Number of						Paid-in			Subscription			development
	shares			Amount			Capital			Receivable			stage			Total

Balance, Inception November 1, 2006		-		$	-		$	-		$	-		$	-		$	-

Common Stock issued at $0.000022 per
share on November 1, 2006		1,710,000			1,710			7,790			-			-			9,500

Share Subscription Receivable											(9,500	)					(9,500	)

Net loss for the period														(1,413	)		(1,413	)

Balance, November 30, 2006		1,710,000		$	1,710		$	7,790		$	(9,500	)	$	(1,413	)	$	(1,413	)

Proceeds from Subscription Receivable											9,500						9,500

Common Stock issued at $0.00044 per
share - October, 2007		79,200			79			8,721									8,800
- November, 2007		21,600			22			2,378									2,400

Net loss for the year														(24,090	)		(24,090	)

Balance, November 30, 2007		1,810,800		$	1,811		$	18,889		$	-		$	(25,503	)	$	(4,803	)

Net loss for the year														(32,324	)		(32,324	)

Balance, November 30, 2008		1,810,800		$	1,811		$	18,889		$	-		$	(57,827	)	$	(37,127	)

Common Stock redeemed at $0.000022
at $0.35 per share on March 25, 2009		(1,530,000	)		(1,530	)		(6,970	)								(8,500	)

Common Stock issued for cash at
$0.35 per share – June 2009		120						10,500									10,500

Net loss for the year														(30,425	)		(30,425	)

Balance, November 30, 2009		280,920		$	281		$	22,419		$	-		$	(88,252	)	$	(65,552	)

Net loss for the year														(43,305	)		(43,305	)

Balance, November 30, 2010		280,920		$	281		$	22,419		$	-		$	(131,557	)	$	(108,857	)

Net loss for the period to February 28, 2011														(7,746	)		(7,746	)

Balance, February 28, 2011		280,920		$	281		$	22,419		$	-		$	(139,303	)	$	(116,603	)

The accompanying notes are an integral part of these financial statements

FRESH START PRIVATE HOLDINGS, INC.

(Formerly RIVER EXPLORATION, INC.)

(An Exploration Stage Company)

INTERIM STATEMENTS OF CASH FLOW

Unaudited

							Cumulative results
							November 1, 2006
	Three months			Three months			(inception date)
	ended			ended			to
	February 28, 2011			February 28, 2010			February 28, 2011

NET CASH USED IN OPERATING ACTIVITIES
Net loss for the period	$	(7,746	)	$	(8,229	)	$	(139,303	)
Adjustment to reconcile net loss to net cash used
in operating activities:
Foreign exchange loss/ (gain)		-			1,257			(1,767	)
Interest on loan payable		121						121
Changes in operating assets and liabilities
Prepaid Expenses		219			-			(188	)
Accounts payable and accrued liabilities	$	6,519		$	(3,798	)		44,818

	$	(888	)	$	(10,770	)	$	(96,319	)

FINANCING ACTIVITIES
Proceeds from sale of common stock		-			-			22,700
Due to related party		-			1,021			36,238
Loans received		-			12,107			37,892

NET CASH FROM FINANCING ACTIVITIES	$	-		$	13,128		$	96,830

NET INCREASE ( DECREASE) IN CASH	$	(888	)	$	2,358		$	511

CASH, BEGINNING OF PERIOD	$	1,399		$	689		$	-

CASH, END OF PERIOD	$	511		$	3,047		$	511

Supplemental cash flow information:
Cash paid for:
Interest	$	-		$	-		$	-

Income taxes	$	-		$	-		$	-

Non-Cash Activities:
Redemption of common stock and loan
from related party	$	-		$	-		$	8,500

The accompanying notes are an integral part of these financial statements

FRESH START PRIVATE HOLDINGS, INC.

(Formerly RIVER EXPLORATION, INC.)

(An Exploration Stage Company)

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

February 28, 2011

NOTE 1 – NATURE OF OPERATIONS & BASIS OF PRESENTATION

Fresh Start Private Holdings, 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.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s November 30, 2010 audited financial statements. The results of operations for the periods ended February 28, 2011 and the same period last year are not necessarily indicative of the operating results for the full years.

NOTE 2 – GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. As of February 28, 2011, the Company has an accumulated deficit of $139,303, and if the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 - DUE TO RELATED PARTY

The Company has received $36,238 (2009 - $36,238) as a loan from a related party. The loan is payable on demand and non – interest bearing.

NOTE 4 - LOANS PAYABLE

At February 28, 2011 the Company has received a loan of $23,580 (Cdn$25,000) (2009 - $22,831) from a third party for the purposes of funding its operations. The loan has no set date for repayment, is non-interest bearing, non-secured and is payable on demand; accordingly fair value cannot be reliably determined.

On January 15, 2010 the Company received a loan of $12,100 plus accrued interest of $490 from a third party for the purpose of funding its operations. The loan has no set date for repayment, bears interest of 4% per annum, is non-secured and is payable on demand; accordingly fair value cannot be reliably determined.

ITEM 2: MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW

Fresh Start Private Holdings, Inc. (formerly River Exploration, Inc.) ("River Exploration" the "Company," "we," "us") is an exploration stage company, incorporated on November 1, 2006, in the State of Nevada, to engage in the business of natural resource exploration in the Province of British Columbia.

The Company did not generate any revenue during the quarter ended February 28, 2011.

Total expenses in the quarter ended February 28, 2011 were $7,746 resulting in an operating loss for the fiscal quarter of $7,746. The operating loss for the period is a result of professional fees in the amount of $7,625, office and general in the amount of $121.

As of February 28, 2011 the Director has advanced $36,238 to the Company and the Company has obtained loans of $36,170 to maintain its operations.

As at the quarter ended February 28, 2011 the Company had $511 of cash.

Our auditors have issued a going concern opinion. 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 is because we have not generated any revenues since inception 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 investments by others through loans or sale of our common equity.

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.

PLAN OF OPERATION

The Company initially 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 located in the Invermere area, British Columbia, Canada. Effective June 30, 2009 the company has allowed the option on Pretty Girl 3 and Pretty Girl 4 claims to lapse and no longer has an interest in exploring these claims.

The Company was unsuccessful in negotiating an option on a mineral deposit in China. Over the next 12 months we will continue to seek options on mineral deposits. These planned activities will be dependent on our ability to raise additional funds. We also expect to spend an additional $15,000 on administration and office expenses.

We do not anticipate the purchase or sale of any plant or equipment.

We do not anticipate hiring any employees.

OFF BALANCE SHEET ARRANGEMENTS

As of the date of this quarterly 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 $15,000 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.

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 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. The Company's internal control over financial reporting is a process designed under the supervision of the Company's Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with U.S. generally accepted accounting principles. As of February 28, 2011 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 SEC guidance on conducting such assessments. Based on that evaluation, our Principle Executive Officer who also serves as our Principle Financial Officer 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 and lack of a majority of outside directors on the Company's 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; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the review of our financial statements as of May 11, 2010 and communicated to our management.

Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an affect on the Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in material misstatement in its financial statements in future periods.

We are committed to improving our financial organization. As part of this commitment, 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 the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

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 the Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future. 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 quarter ended February 28, 2011 that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. 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 Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On March 25, 2009 the Board of Directors the consenting stockholder adopted and approved a resolution to effect an amendment to our Articles of Incorporation to effect a forward split of all issued and outstanding shares of common stock, at a ratio of forty-five-for-one (the "Forward Stock Split").

The Board of Directors and the consenting stockholder have also approved a resolution to effect an amendment to our Articles of Incorporation to increase the number of authorized shares of common stock from 75,000,000 to 200,000,000. The Company provided notice to shareholders filed on Schedule 14 with the SEC on April 29, 2009.

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 effect a change of our name from "River Exploration, Inc." to "Fresh Start Private Holdings, Inc."

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

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

SIGNATURES

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

	FRESH START PRIVATE HOLDINGS, INC.
	(formerly RIVER EXPLORATION, INC.)

Dated: September 14, 2011	By:	/s/ ANDREW AIRD
		Andrew Aird,
		President, Secretary Treasurer,
		Principal Executive Officer, Principal Financial Officer and Director

FRESH START PRIVATE HOLDINGS, INC.

(Formerly RIVER EXPLORATION, INC.)

(An Exploration Stage Company)

INTERIM STATEMENTS OF OPERATIONS