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 1, 2010 the Company’s name was changed to 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 mineral claims. We have not yet undertaken any exploration activity.
ITEM 1A.
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.
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.
ITEM 2. PROPERTIES
We do not own any real estate or other properties.
ITEM 3.
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.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES
Fresh Start Private Holdings's ticker symbol for its shares of common stock quoted on the Over-the-Counter Bulletin Board is "FSPH".
As of November 30, 2011 we had thirty-two (32) active shareholders of record. The Company has not paid cash dividends and has no outstanding options.
ITEM 6.
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.
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, 2011 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 secure another mineral claim and begin removing and selling minerals. 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, 2011 Audited Financial Statements - Auditors Report."
As of November 30, 2011, Fresh Start Private Holdings had $511 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.
In order to maintain our status as a going concern we must raise additional proceeds of approximately $40,000 over the course of the next twelve months in order to cover expenses related to maintaining our status as a reporting company (legal, auditing, and filing fees) estimated at $35,000 and $5,000 to cover administrative costs. In the event we negotiate mineral claims, in order to begin staged exploration activities, the Company will be required to raise additional capital. However, the Company cannot estimate the expense of staged exploration activities until such mineral claims have been identified. There is no assurance we will receive the required financing to complete our business strategies. Even if we are successful in raising capital, we have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. If we are unable to accomplish raising adequate funds, it would be likely that any investment made into the Company would be lost in its entirety.
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, 2011 were $18,399 resulting in an operating loss in the fiscal year of $18,399. The operating loss for the period is a result of professional fees in the amount of $16,957, office and general expenses in the amount of $1,442. Since inception we have incurred operating expenses of $149,587. As of November 30, 2011 the Director has advanced $36,238 to the Company. This amount is unsecured, non-interest bearing and without specific terms of repayment. The Company has obtained a loan of $35,680 to maintain its operations. The loan agreement establishes no set date for repayment and bears 4% interest.
Fresh Start Private Holdings has no current plans, preliminary or otherwise, to merge with any other entity.
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.
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 June 30, 2009 the Company expended $6,044 in exploration expenses and did not meet the required minimum exploration expenses by that date. As of that date, the Company allowed the option agreement to lapse.
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.
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.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FRESH START PRIVATE HOLDINGS, INC.
(Formerly River Exploration, Inc.)
(An Exploration Stage Company)
FINANCIAL STATEMENTS
November 30, 2011 and 2010
(Audited)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Fresh Start Private Holdings, Inc.
We have audited the accompanying balance sheet of Fresh Start Private Holdings, Inc. (An Exploration Stage Company) as of November 30, 2011 and the related statements of operations, stockholders’ deficit, and cash flows for the year then ended and from inception (November 1, 2006) to November 30, 2011. Fresh Start Private Holdings, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit. We did not audit the financial statements of Fresh Start Private Holdings, Inc. for the year ended November 30, 2010 and from inception (November 1, 2006) to November 30, 2010. Those statements were audited by other auditors and our opinion, in so far as it relates to the amounts included in the year ended November 30, 2010 and from inception (November 1, 2006) to November 30, 2010, is based solely on the other auditors.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit 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 the 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Fresh Start Private Holdings, Inc., (An Exploration Stage Company) as of November 30, 2011 and the results of its operation and its cash flow for the year then ended and from inception (November 1, 2006) to November 30, 2011 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
De Joya Griffith & Company, LLC
/s/ De Joya Griffith & Company, LLC
Henderson, Nevada
March 9, 2012
FRESH START PRIVATE HOLDINGS, INC.
(Formerly River Exploration, Inc.)
(An Exploration Stage Company)
BALANCE SHEETS
(Audited)
The accompanying notes are an integral part of these financial statements.
FRESH START PRIVATE HOLDINGS, INC.
(Formerly River Exploration, Inc.)
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Audited)
The accompanying notes are an integral part of these financial statements.
FRESH START PRIVATE HOLDINGS, INC.
(Formerly River Exploration, Inc.)
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE PERIOD FROM INCEPTION (NOVEMBER 1, 2006) TO NOVEMBER 30, 2011
The accompanying notes are an integral part of these financial statements.
FRESH START PRIVATE HOLDINGS, INC.
(Formerly River Exploration, Inc.)
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Audited)
SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING AND FINANCING ACTIVITIES
The accompanying notes are an integral part of these financial statements.
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Fresh Start Private Holdings, Inc. (the “Company”) was incorporated in the State of Nevada on November 1, 2006 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. The Company is an exploration stage enterprise, as defined in FASB ASC 915 “Development Stage Entities.”
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Going concern
To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $150,440. As at November 30, 2011, the Company has a working capital deficit of $127,740. The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial 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 intends to continue to fund its mineral exploration business by way of private placements and advances from related parties as may be required. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. The Company's bank accounts are deposited in insured institutions.
Basic Income (Loss) Per Share
The Company computes loss per share in accordance with “ASC-260,” “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
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.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair value of financial instruments
The estimated fair values of financial instruments were determined by management using available market information and appropriate valuation methodologies. The carrying amounts of financial instruments including cash approximate their fair value because of their short maturities.
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 the FASB accounting standard 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, 2011 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.
Recent pronouncements
The Company has evaluated the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statements.
NOTE 3 - DUE TO RELATED PARTY
The Company has received $36,238 (November 30, 2010 - $36,238) as a loan from a shareholder of the Company. The loan is unsecured, payable on demand and bears no interest.
NOTE 4 - LOANS PAYABLE
As of November 30, 2011, the Company received a loan of $23,580 (CDN $25,000) (November 30, 2010 - $23,580) from a third party for the purposes of funding its operations. The loan has no set date for repayment, is non-interest bearing, unsecured and is payable on demand.
On January 15, 2010, the Company received a loan of $12,100 plus accrued interest of $853 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 unsecured and is payable on demand.
NOTE 5 - CAPITAL STOCK
On November 16, 2006, the Company issued 1,710,000 common shares at $0.0055 per share to the sole director and President of the Company for cash proceeds of $9,500.
During October and November 2007, the Company issued 100,800 common shares to various investors at $0.111111 per share for cash proceeds of $11,200.
As of March 25, 2009, the sole Director redeemed 1,530,000 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 120 common shares at $87.50 per share for gross proceeds of $10,500.
All share amounts have been restated to reflect the 250 to 1 reverse split in April 2010.
NOTE 6 - INCOME TAXES
For the years ended November 30, 2011 and 2010, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At November 30, 2011 and 2010, the Company had approximately $150,440 and $131,557 of federal and state net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2026. The provision for income taxes consisted of the following components for the years ended November 30:
NOTE 6 - INCOME TAXES (continued)
Components of net deferred tax assets, including a valuation allowance, are as follows at November 30:
The valuation allowance for deferred tax assets as of November 30, 2011 and 2010 was $52,654 and $46,045, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of November 30, 2011 and 2010, and recorded a full valuation allowance.
Reconciliation between the statutory rate and the effective tax rate is as follows at November 30:
The Company has not filed income tax returns since inception.
ITEM 9.
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
(a) On August 15, 2011, Fresh Start Private Holdings, Inc. (the “Company”) notified MacKay LLP (“MacKay”) that the Company had dismissed MacKay as the independent registered public accounting firm of the Company. The Board of Directors of the Company recommended and approved the dismissal.
The reports of MacKay regarding the Company’s financial statements as of November 30, 2010 and 2009 and the statements of operations, stockholders’ deficit and cash flows for the years then ended and for the period from November 1, 2006 (inception) through November 30, 2010, contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principle. The reports of MacKay, however, stated that there is substantial doubt about the Company’s ability to continue as a going concern.
From the period as of, and from, November 1, 2006 (inception) through November 30, 2010, and during the subsequent interim period through the date of dismissal, the Company had no disagreement with MacKay on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of MacKay, would have caused them to make reference thereto in their report on the Company’s financial statements for such period from November 1, 2006 (inception) through November 30, 2010. There were no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.
MacKay was provided a copy of the above disclosures and was requested to furnish a letter addressed to the Securities and Exchange Commission (the “Commission”) stating whether or not it agrees with the above statements. MacKay’s response is attached as Exhibit 16.1 to this Current Report on Form 8-K.
(b) On August 17, 2011, the Board of Directors of the Company resolved to engage the independent registered public accounting firm of De Joya Griffith & Company, LLC (“De Joya Griffith”), the Company’s new independent registered public accountants, which appointment De Joya Griffith has accepted with the dismissal of MacKay.
During the two most recent fiscal years and the interim period preceding the engagement of De Joya Griffith, the Company has not consulted with De Joya Griffith regarding either: (i) the application of accounting principles, (ii) the type of audit opinion that might be rendered by De Joya Griffith or (iii) any other matter that was the subject of disagreement between the Company and its former auditor as described in Item 304(a)(1)(iv), or a reportable event as described in paragraph 304(a)(1)(v), of Regulation S-K. The Company did not have any disagreements with MacKay and therefore did not discuss any past disagreements with De Joya Griffith.
ITEM 9A(T).
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.
Under the supervision and with the participation of our management, including our President and principal financial officer, an evaluation was performed on the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our President and principle executive officer, who also acts as our principal financial officer, concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report for the purpose of gathering, analyzing and disclosing of information that the Company is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the SEC’s rules and forms.
Limitations on Effectiveness of Controls
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.
Management’s Annual Report on Internal Control Over Financial Reporting
As of November 30, 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 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 control over financial reporting 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, 2011.
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.
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.
ITEM 9B. OTHER INFORMATION
None
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The name, address, age, and position of our present officers and director is set forth below:
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 corporation.
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.
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.
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.
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:
The address for Andrew Aird is 513 - 580 Raven Woods Drive; North Vancouver, BC V7G 2T2 Canada.
The above referenced common shares were paid for and issued in November, 2006, for total consideration of $9,500. As of March 25, 2009, the sole Director redeemed 1,530,000 shares of the common stock in the Company.
ITEM 13.
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.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
During the fiscal year ended November 30, 2011 we incurred approximately $4,250 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, 2011. For review of our financial statements for the quarters ended February 28, 2011, May 31, 2011 and August 31, 2011 we incurred approximately $11,139 in fees to our principal independent accountants for professional services.
During the fiscal year ended November 30, 2010, 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.
During the fiscal year ended November 30, 2010 we incurred approximately $7,500 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, 2010. For review of our financial statements for the quarters ended February 28, 2010, May 31, 2010 and August 31, 2010 we incurred approximately $7,161 in fees to our principal independent accountants for professional services.
During the fiscal year ended November 30, 2010, 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.
During the fiscal year ended November 30, 2010 we incurred approximately $7,500 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, 2010. For review of our financial statements for the quarters ended February 28, 2010, May 31, 2010 and August 31, 2010 we incurred approximately $7,161 in fees to our principal independent accountants for professional services.
During the fiscal year ended November 30, 2010, 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.
ITEM 15. EXHIBITS
* Included in Exhibit 31.1 ** Included in Exhibit 32.1
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.
Dated: March 14, 2012
By:
/s/ Andrew Aird
Andrew Aird
President, Treasurer,
Principal Executive Officer,
Principal Financial Officer and Director