10-Q

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: May 31, 2012

or

o      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ________________ to __________________

Commission File Number 000-53400 

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 (Do not check if a smaller reporting company)	Smaller reporting company	x

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 July 6, 2012 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)

FINANCIAL STATEMENTS

May 31, 2012

(Unaudited)

2

FRESH START PRIVATE HOLDINGS, INC.

(Formerly River Exploration, Inc.)

(An Exploration Stage Company)

BALANCE SHEETS

(Unaudited)

	May 31, 2012			November 30, 2011
ASSETS
CURRENT ASSETS
Cash	$	511		$	511
TOTAL CURRENT ASSETS		511			511
TOTAL ASSETS	$	511		$	511
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	70,390		$	56,333
Loan to shareholder (Note 3)		45,235			36,238
Loans payable (Note 4)		35,680			35,680
TOTAL LIABILITIES		151,305			128,251
STOCKHOLDERS’ DEFICIT
Capital stock (Note 5)
Authorized
200,000,000 shares of common stock, $0.001 par value,
Issued and outstanding
280,920 shares of common stock (November 30, 2011 –280,920)		281			281
Additional paid-in capital		22,419			22,419
Deficit accumulated during the exploration stage		(173,494	)		(150,440	)
TOTAL  STOCKHOLDERS’ DEFICIT		(150,794	)		(127,740	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	511		$	511

The accompanying notes are an integral part of these financial statements.

3

FRESH START PRIVATE HOLDINGS, INC.

(Formerly River Exploration, Inc.)

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended May 31						Six Months Ended May 31						November 1, 2006 (inception) to May 31,
	2012			2011			2012			2011			2012
GENERAL AND ADMINISTRATIVE EXPENSES
Office and general	$	1,937		$			$	12,312		$			$	35,662
Foreign exchange gain (loss)		-			-			-			-			(1,767	)
Mining expenses		-			-			-			-			6,044
Professional fees		4,250			1,688			10,500			9,313			132,460
NET OPERATING LOSS		(6,187	)		(1,688	)		(22,812	)		(9,313	)		(172,399	)
OTHER EXPENSE
Interest expense		121			121			242			242			1,095
TOTAL OTHER EXPENSE		(121	)		(121	)		(242	)		(242	)		(1,095	)
NET LOSS	$	(6,308	)	$	(1,809	)	$	(23,054	)	$	(9,555	)	$	(173,494	)
BASIC LOSS PER COMMON SHARE	$	(0.02	)	$	(0.01	)	$	(0.08	)	$	(0.03	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -BASIC		280,920			280,920			280,920			280,920

The accompanying notes are an integral part of these financial statements.

4

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 MAY 31, 2012

(Unaudited)

	Common Stock						Additional			Share			Deficit Accumulated During the
	Number of  shares			Amount			Paid-in Capital			Subscription Receivable			Exploration Stage			Total
Shares issued for cash –    at $0.0055 per share, 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
Shares issued for cash –    at $0.1111 per share, October, 2007		79,200			79			8,721			-			-			8,800
- November, 2007		21,600			22			2,378			-			-			2,400
Net loss for the period		-			-			-			-			(24,090	)		(24,090	)
Balance, November 30, 2007		1,810,800			1,811			18,889			-			(25,503	)		(4,803	)
Net loss for the period		-			-			-			-			(32,324	)		(32,324	)
Balance, November 30, 2008		1,810,800			1,811			18,889			-			(57,827	)		(37,127	)
Common Stock redeemed at $0.0055 -    per share on March 25, 2009		(1,530,000	)		(1,530	)		(6,970	)		-			-			(8,500	)
Shares issued for cash –    At $87.50 per share – June, 2009		120			-			10,500			-			-			10,500
Net loss for the period		-			-			-			-			(30,425	)		(30,425	)
Balance, November 30, 2009		280,920			281			22,419			-			(88,252	)		(65,552	)
Net loss for the period		-			-			-			-			(43,305	)		(43,305	)
Balance, November 30, 2010		280,920			281			22,419						(131,557	)		(108,857	)
Net loss for the period		-			-			-			-			(18,883	)		(18,883	)
Balance, November 30, 2011		280,920			281			22,419						(150,440	)		(127,740	)
Net loss for the period		-			-			-			-			(23,054	)		(23,054	)
Balance, May 31, 2012		280,920		$	281		$	22,419		$	-		$	(173,494	)	$	(150,794	)

The accompanying notes are an integral part of these financial statements.

5

FRESH START PRIVATE HOLDINGS, INC.

(Formerly River Exploration, Inc.)

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months  period ended May 31,  2012			Six months  period end May 31, 2011			Inception (November 1, 2006) to May 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(23,054	)	$	(9,555	)	$	(173,494	)
Adjustments to reconcile net loss to net cash used in operating activities:
Foreign exchange loss/(gain)		-			-			-
Changes in operating assets and liabilities:
Interest on loan payable		242			242			1,095
Prepaid expenses		-			406			-
Accounts payable and accrued liabilities		13,815			8,019			69,295
NET CASH USED IN OPERATING ACTIVITIES		(8,997	)		(888	)		(103,104	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds on sale of common stock		-			-			22,700
Proceeds from shareholder loans – related parties		8,997			-			45,235
Proceeds from loans/advances		-			-			35,680
NET CASH PROVIDED BY FINANCING ACTIVITIES		8,997			-			103,615
NET INCREASE (DECREASE) IN CASH		-			(888	)		511
CASH, BEGINNING		511			1,399			-
CASH, ENDING	$	511		$	511		$	511
SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING AND FINANCING ACTIVITIES
Cash paid during the period for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-
Redemption of common stock and loan from related party	$	-		$	-		$	8,500

The accompanying notes are an integral part of these financial statements.

6

FRESH START PRIVATE HOLDINGS, INC.

(formerly River Exploration, Inc.)

(An exploration stage company)

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2012 (unaudited)

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 $173,494.  As at May 31, 2012, the Company has a working capital deficit of $150,794.  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.

Unaudited Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q.  They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements.  However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended November 30, 2011 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.  The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended May 31, 2012 are not necessarily indicative of the results that may be expected for the year ending November 30, 2012.

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.

7

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 term 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 May 31, 2012 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 $45,235 (November 30, 2011 - $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 May 31, 2012, the Company received a loan of $23,580 (CDN $25,000) (November 30, 2011 - $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 $1,095 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.

8

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.

9

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 May 31, 2012.

Total expenses in the quarter ended May 31, 2012 were $6,308 as compared to total expenses for the quarter ended May 31, 2011 of $1,809 resulting in an operating loss for the fiscal quarter of $6,308. The operating loss for the period is a result of professional fees in the amount of $4,250, office and general expense in the amount of $1,937 and interest expense of $121.

As of May 31, 2012 the Director has advanced $45,235 to the Company and the Company has obtained loans of $35,680 to maintain its operations.

As at the quarter ended May 31, 2012 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.  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.  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.

We anticipate that our current cash and cash equivalents and cash generated from financing activities will be insufficient to satisfy our liquidity requirements. We expect to incur exploration and administrative expenses as well as professional fees and other expenses associated with maintaining our SEC filings. 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.

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 unsecured 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.

10

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 May 31, 2012 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 Principal Executive Officer who also serves as our Principal 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 31, 2012 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 in 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 May 31, 2012 that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.

11

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% 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. MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION

None

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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 **

101.INS ***	XBRL Instance Document
101.SCH ***	XBRL Taxonomy Extension Schema Document
101.CAL ***	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF ***	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB ***	XBRL Taxonomy Extension Label Linkbase Document
101.PRE ***	XBRL Taxonomy Extension Presentation Linkbase Document

___________

*	Included in Exhibit 31.1
**	Included in Exhibit 32.1
***	XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

13

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: July 6, 2012	By:	/s/ ANDREW AIRD
		Andrew Aird
		President, Secretary Treasurer,
		Principal Executive Officer,
		Principal Financial Officer and Director

14

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Andrew Aird, certify that:

1. I have reviewed this quarterly report of Fresh Start Private Holdings, Inc. (formerly River Exploration, Inc.);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d - 15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and,

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 6, 2012	By:	/s/ ANDREW AIRD
		Andrew Aird
		President, Secretary Treasurer,
		Principal Executive Officer,
		Principal Financial Officer and Director

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the three-month period ended May 31, 2012 of Fresh Start Private Holdings, Inc. (formerly River Exploration, Inc.); a Nevada corporation (the "Company"), as filed with the Securities and Exchange Commission on the date hereof (the "Quarterly Report"), I, Andrew Aird, Chairman, President and Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Quarterly Report fully complies with the requirements of Section 13(a) or15(d) of the Securities and Exchange Act of 1934, as amended; and

2. The information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: July 6, 2012	By:	/s/ ANDREW AIRD
		Andrew Aird
		President, Secretary Treasurer,
		Principal Executive Officer,
		Principal Financial Officer and Director

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DUE TO RELATED PARTY

6 Months Ended

May 31, 2012

Notes to Financial Statements

NOTE 3 - DUE TO RELATED PARTY

The Company has received $45,235 (November 30, 2011 - $36,238) as a loan from a shareholder of the Company. The loan is unsecured, payable on demand and bears no interest.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

May 31, 2012

Notes to Financial Statements

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 $173,494. As at May 31, 2012, the Company has a working capital deficit of $150,794. 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.

Unaudited Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended November 30, 2011 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended May 31, 2012 are not necessarily indicative of the results that may be expected for the year ending November 30, 2012.

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 term 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 May 31, 2012 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.

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BALANCE SHEETS (Unaudited) (USD $)	May 31, 2012	Nov. 30, 2011
CURRENT ASSETS
Cash	$ 511	$ 511
TOTAL CURRENT ASSETS	511	511
TOTAL ASSETS	511	511
CURRENT LIABILITIES
Accounts payable and accrued liabilities	70,390	56,333
Loan to shareholder (Note 3)	45,235	36,238
Loans payable (Note 4)	35,680	35,680
TOTAL LIABILITIES	151,305	128,251
STOCKHOLDERS' DEFICIT
Capital stock (Note 5) Authorized 200,000,000 shares of common stock, $0.001 par value, Issued and outstanding 280,920 shares of common stock (November 30, 2011 - 280,920)	281	281
Additional paid-in capital	22,419	22,419
Deficit accumulated during the exploration stage	(173,494)	(150,440)
TOTAL STOCKHOLDERS' DEFICIT	(150,794)	(127,740)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 511	$ 511

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STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	6 Months Ended		67 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$ (23,054)	$ (9,555)	$ (173,494)
Adjustments to reconcile net loss to net cash used in operating activities:
Foreign exchange loss/(gain)
Changes in operating assets and liabilities:
Interest on loan payable	242	242	1,095
Prepaid expenses		406
Accounts payable and accrued liabilities	13,815	8,019	69,295
NET CASH USED IN OPERATING ACTIVITIES	(8,997)	(888)	(103,104)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds on sale of common stock			22,700
Proceeds from shareholder loans - related parties	8,997		45,235
Proceeds from loans/advances			35,680
NET CASH PROVIDED BY FINANCING ACTIVITIES	8,997		103,615
NET INCREASE (DECREASE) IN CASH		(888)	511
CASH, BEGINNING	511	1,399
CASH, ENDING	511	511	511
SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING AND FINANCING ACTIVITIES
Cash paid during the period for Interest
Cash paid during the period for Income taxes
Redemption of common stock and loan from related party			$ 8,500

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NATURE OF OPERATIONS AND BASIS OF PRESENTATION

6 Months Ended

May 31, 2012

Notes to 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.”

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BALANCE SHEETS (Parenthetical) (Unaudited) (USD $)	May 31, 2012	Nov. 30, 2011
Statement of Financial Position [Abstract]
Common stock Par value	$ 0.001	$ 0.001
Common stock, Authorized	200,000,000	200,000,000
Common stock, Issued	280,920	280,920
Common stock, outstanding	280,920	280,920

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Document and Entity Information	6 Months Ended
	May 31, 2012	Jul. 06, 2012
Document And Entity Information
Entity Registrant Name	FRESH START PRIVATE HOLDINGS, INC.
Entity Central Index Key	0001407343
Document Type	10-Q
Document Period End Date	May 31, 2012
Amendment Flag	false
Current Fiscal Year End Date	--11-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		280,920
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2012

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STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended		6 Months Ended		67 Months Ended
	May 31, 2012	May 31, 2011	May 31, 2012	May 31, 2011	May 31, 2012
GENERAL AND ADMINISTRATIVE EXPENSES
Office and general	$ 1,937		$ 12,312		$ 35,662
Foreign exchange gain/(loss)					(1,767)
Mining expenses					6,044
Professional fees	4,250	1,688	10,500	9,313	132,460
NET OPERATING LOSS	(6,187)	(1,688)	(22,812)	(9,313)	(172,399)
OTHER EXPENSE
Interest expense	121	121	242	242	1,095
TOTAL OTHER EXPENSE	(121)	(121)	(242)	(242)	(1,095)
NET LOSS	$ (6,308)	$ (1,809)	$ (23,054)	$ (9,555)	$ (173,494)
BASIC LOSS PER COMMON SHARE	$ (0.02)	$ (0.01)	$ (0.08)	$ (0.03)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -BASIC	280,920	280,920	280,920	280,920

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CAPITAL STOCK

6 Months Ended

May 31, 2012

Notes to Financial Statements

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.

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STATEMENT OF STOCKHOLDERS' DEFICIT (USD $)	Common Stock	Additional Paid-in Capital	Share Subscription Receivable	Deficit Accumulated During the Exploration Stage	Total
Beginning Balance, Amount at Oct. 31, 2006
Beginning Balance, Shares at Oct. 31, 2006
Shares issued for cash - at $0.0055 per share, November 1, 2006, Shares	1,710,000
Shares issued for cash - at $0.0055 per share, November 1, 2006, Amount	1,710	7,790			9,500
Share Subscription Receivable			(9,500)		(9,500)
Net loss for the period				(1,413)	(1,413)
Ending Balance, Amount at Nov. 30, 2006	1,710	7,790	(9,500)	(1,413)	(1,413)
Ending Balance, Shares at Nov. 30, 2006	1,710,000
Proceeds from Subscription Receivable			9,500		9,500
Shares issued for cash - at $0.1111 per share, October, 2007, Shares	79,200
Shares issued for cash - at $0.1111 per share, October, 2007, Amount	79	8,721			8,800
Shares issued for cash - at $0.1111 per share, November, 2007, Shares	21,600
Shares issued for cash - at $0.1111 per share, November, 2007, Amount	22	2,378			2,400
Net loss for the period				(24,090)	(24,090)
Ending Balance, Amount at Nov. 30, 2007	1,811	18,889		(25,503)	(4,803)
Ending Balance, Shares at Nov. 30, 2007	1,810,800
Net loss for the period				(32,324)	(32,324)
Ending Balance, Amount at Nov. 30, 2008	1,811	18,889		(57,827)	(37,127)
Ending Balance, Shares at Nov. 30, 2008	1,810,800
Common Stock redeemed at $0.0055 - per share on March 25, 2009, Shares	(1,530,000)
Common Stock redeemed at $0.0055 - per share on March 25, 2009, Amount	(1,530)	(6,970)			(8,500)
Shares issued for cash - At $87.50 per share - June, 2009, Shares	120
Shares issued for cash - At $87.50 per share - June, 2009, Amount		10,500			10,500
Net loss for the period				(30,425)	(30,425)
Ending Balance, Amount at Nov. 30, 2009	281	22,419		(88,252)	(65,552)
Ending Balance, Shares at Nov. 30, 2009	280,920
Net loss for the period				(43,305)	(43,305)
Ending Balance, Amount at Nov. 30, 2010	281	22,419		(131,557)	(108,857)
Ending Balance, Shares at Nov. 30, 2010	280,920
Net loss for the period				(18,883)	(18,883)
Ending Balance, Amount at Nov. 30, 2011	281	22,419		(150,440)	(127,740)
Ending Balance, Shares at Nov. 30, 2011	280,920
Net loss for the period				(23,054)	(23,054)
Ending Balance, Amount at May. 31, 2012	$ 281	$ 22,419		$ (173,494)	$ (150,794)
Ending Balance, Shares at May. 31, 2012	280,920

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LOANS PAYABLE

6 Months Ended

May 31, 2012

Notes to Financial Statements

NOTE 4 - LOANS PAYABLE

As of May 31, 2012, the Company received a loan of $23,580 (CDN $25,000) (November 30, 2011 - $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 $1,095 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.