10QSB 1 f10qsb0208_frenchpeak.htm QUARTERLY REPORT FOR THE PERIOD ENDING 02/08 f10qsb0208_frenchpeak.htm


 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-QSB
(Mark One)
 
x
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
For the quarterly period ended February 29, 2008. 
or
 
o
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
For the transition period from ______to______.
 
Commission file number 333-130858 
 
FRENCH PEAK RESOURCES INC.
(Exact name of registrant as specified in its charter)
Delaware
 
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
 
   
 300 Park Avenue, Suite 1700, New York, NY
10022
(Address of principal executive offices)
(Zip Code)
 
(212) 572-6395
(Registrant’s telephone number, including area code)
 
(Former name, former address and former fiscal year, if changed since last report)
 
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer 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 shell company as defined in Rule 12b-2 of the Exchange Act.
 Yes                   x                   No                   o
  
State the number of shares outstanding of each of the issuer’s classes of common equity, as of April 8, 2008: 15,500,000 shares of common stock.
 
 
 
 




 
FRENCH PEAK RESOURCES, INC.
FINANCIAL STATEMENTS
 
INDEX
 
PART I-- FINANCIAL INFORMATION
 

 
Item 1.
Financial Statements
   
Item 2.
Management’s Discussion and Analysis of Financial Condition
   
Item 3.
Control and Procedures
 
PART II-- OTHER INFORMATION
 
Item 1.
Legal Proceedings
   
Item 2.
Changes in Securities
   
Item 3.
Defaults Upon Senior Securities
   
Item 4.
Submission of Matters to a Vote of Security Holders
   
Item 5.
Other Information
   
Item 6.
Exhibits and Reports on Form 8-K
 
SIGNATURE
 
Item 1. Financial Information
 
BASIS OF PRESENTATION
 
The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three months ended February 29, 2008 are not necessarily indicative of results that may be expected for the year ending November 30, 2008. The financial statements are presented on the accrual basis.
 
 

 
FRENCH PEAK RESOURCES INC.
(an exploration stagecompany)
 
 
FINANCIAL STATEMENTS
 
 
 
As Of February 29, 2008
 
 
 
 
BALANCE SHEET                                                
F-1
 
 
STATEMENT OF OPERATIONS                                      
F-2
 
 
STATEMENT OF STOCKHOLDERS' EQUITY                           
F-3
 
 
STATEMENT OF CASH FLOWS                                      
F-4
 
 
FINANCIAL STATEMENT FOOTNOTES                                
F-5
 
 
 
 

 
 
FRENCH PEAK RESOURCES INC.
 
(an exploration stage company)
 
BALANCE SHEET
 
As of February 29, 2008 and November 30, 2007
 
   
   
ASSETS
 
             
CURRENT ASSETS
 
2/29/2008
   
11/30/2007
 
             
    Cash
  $ 13,310     $ 13,333  
                 
        Total Current Assets
    13,310       13,333  
                 
        TOTAL ASSETS
  $ 13,310     $ 13,333  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
                 
CURRENT LIABILITIES
               
                 
    Accounts payable
  $ -     $ -  
    Accrued expenses
    6,950       6,450  
                 
        Total Current Liabilities
    6,950       6,450  
                 
LONG-TERM LIABILITIES
               
                 
    None
    -       -  
                 
TOTAL LIABILITIES
    6,950       6,450  
                 
STOCKHOLDERS' EQUITY
               
                 
    Common Stock, $.001 par value
               
        Authorized: 100,000,000 Issued: 15,500,000
    15,500       15,500  
    Additional paid in capital
    66,500       66,500  
    Accumulated deficit during exploration stage
    (75,640 )     (75,117 )
                 
        Total Stockholders' Equity
    6,360       6,883  
                 
        TOTAL LIABILITIES AND EQUITY
  $ 13,310     $ 13,333  
                 
                 
 
 
The accompanying notes are an integral part of these financial statements.
 
 
 
F-1

 
 
 
FRENCH PEAK RESOURCES INC.
 
(an exploration stage company)
 
STATEMENT OF OPERATIONS
 
For the three months ending February 29, 2008 and February 28, 2007, and
 
from inception (May 5, 2005) through February 29, 2008
 
                   
   
3 MONTHS
   
3 MONTHS
   
FROM
 
   
ENDING
   
ENDING
   
INCEPTION
 
   
2/29/2008
   
2/28/2007
   
TO 2/29/2008
 
                   
REVENUE
  $ -     $ -     $ -  
                         
COST OF SERVICES
    -       -       -  
                         
GROSS PROFIT OR (LOSS)
    -       -       -  
                         
GENERAL AND ADMINISTRATIVE EXPENSES
    523       523       29,140  
                         
GENERAL EXPLORATION
    -       -       46,500  
                         
OPERATING INCOME OR (LOSS)
    (523 )     (523 )     (75,640 )
                         
ACCUMULATED DEFICIT - BEGINNING
    (75,117 )     (72,027 )     -  
                         
ACCUMULATED DEFICIT - ENDING
  $ (75,640 )   $ (72,550 )   $ (75,640 )
                         
                         
Earnings (loss) per share, basic
  $ (0.00 )   $ (0.00 )        
                         
Weighted average number of common shares
    15,500,000       15,500,000          
                         
 
 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
F-2

 
 
FRENCH PEAK RESOURCES INC.
 
(an exploration stage company)
 
STATEMENT OF STOCKHOLDERS' EQUITY
 
As of February 29, 2008
 
   
                               
               
ADDITIONAL
             
   
COMMON
   
PAR
   
PAID IN
   
ACCUM.
   
TOTAL
 
   
STOCK
   
VALUE
   
CAPITAL
   
DEFICIT
   
EQUITY
 
                               
Common stock issued as officers'
    12,000,000     $ 12,000     $ -     $ -     $ 12,000  
    compensation on company formation
                                       
    May 5, 2005 at $0.001 per share
                                       
                                         
Common stock issued for cash
    3,500,000       3,500       66,500               70,000  
  October, 2005 at $0.02
                                       
  per share on private placement
                                       
                                         
Net income (loss)
                            (59,136 )     (59,136 )
                                         
                                         
Balance, November 30, 2005
    15,500,000     $ 15,500     $ 66,500     $ (59,136 )   $ 22,864  
                                         
Net income (loss)
                            (12,891 )     (12,891 )
                                         
                                         
Balance, November 30, 2006
    15,500,000     $ 15,500     $ 66,500     $ (72,027 )   $ 9,973  
                                         
Net income (loss)
                            (3,090 )     (3,090 )
                                         
                                         
Balance, November 30, 2007
    15,500,000     $ 15,500     $ 66,500     $ (75,117 )   $ 6,883  
                                         
Net income (loss)
                            (523 )     (523 )
                                         
                                         
Balance, February 29, 2008
    15,500,000     $ 15,500     $ 66,500     $ (75,640 )   $ 6,360  
                                         
 
The accompanying notes are an integral part of these financial statements.
 
 
 
F-3

 
 
FRENCH PEAK RESOURCES INC.
 
(an exploration stage company)
 
STATEMENTS OF CASH FLOWS
 
For the three months ending February 29, 2008 and February 28, 2007, and
 
from inception (May 5, 2005) through February 29, 2008
 
   
   
3 MONTHS
   
3 MONTHS
   
FROM
 
   
ENDING
   
ENDING
   
INCEPTION
 
CASH FLOWS FROM OPERATING ACTIVITIES
 
2/29/2008
   
2/28/2007
   
TO 2/29/2008
 
                   
    Net income (loss)
  $ (523 )   $ (523 )   $ (75,640 )
                         
    Adjustments to reconcile net income to net cash
                       
      provided by  (used in) operating activities:
                       
                         
    Stock issued as compensation
    -       -       12,000  
    Increase (Decrease) in accrued expenses
    500       500       6,950  
                         
        Total adjustments to net income
    500       500       18,950  
                         
    Net cash provided by (used in) operating activities
    (23 )     (23 )     (56,690 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
                         
    None
    -       -       -  
                         
    Net cash flows provided by (used in) investing activities
    -       -       -  
                         
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
                         
    Proceeds from stock issuance
    -       -       70,000  
                         
    Net cash provided by (used in) financing activities
    -       -       70,000  
                         
CASH RECONCILIATION
                       
                         
    Net increase (decrease) in cash
    (23 )     (23 )     13,310  
    Cash - beginning balance
    13,333       13,423       -  
                         
CASH BALANCE END OF PERIOD
  $ 13,310     $ 13,401     $ 13,310  
                         
 
 
The accompanying notes are an integral part of these financial statements.
 
 
F-4


 
FRENCH PEAK RESOURCES INC.
(an exploration stage company)
 
NOTES TO FINANCIAL STATEMENTS
 
 
NOTE  1  -  OPERATIONS  AND  BASIS  OF  PRESENTATION
 
FRENCH PEAK RESOURCES INC. (the Company), an exploration stage company, was incorporated on May 5, 2005 in the State of Delaware. The Company is an exploration stage mining company. On July 15, 2005 the Company became actively engaged in acquiring mineral properties, raising capital, and preparing properties for exploration.  The Company did not have any significant mining operations or activities from inception; accordingly, the Company is deemed to be in the exploration stage. 
 
The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of the mineral properties and other assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses of from inception.  These factors raise substantial doubt about the Company's ability to continue as a going concern. Management continues to actively seek additional sources of capital to fund current and future operations. There is no assurance that the Company will be successful in continuing to raise additional capital, establishing probable or proven reserves, or determining if the mineral properties can be mined economically. These financial statements do not include any adjustments that might result from the outcome of these uncertainties.
 
The fiscal year end of the Company is November 30.
 
NOTE 2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
 
Revenue and Cost Recognition:
 
The Company uses the accrual basis of accounting for financial statement reporting. Revenues and expenses are recognized in accordance with Generally Accepted Accounting Principles for the industry. Certain period expenses are recorded when obligations are incurred.
 
Use of Estimates:
 
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, and disclosure of contingent 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 results.
 
Accounts Receivable, deposits, Accounts Payable and accrued Expenses:
 
Accounts receivable have historically been immaterial and therefore no allowance for doubtful accounts has been established. Normal operating refundable Company deposits are listed as Other Assets. Accounts payable and accrued expenses consist of trade payables created from the normal course of business.
 
 
F-5


 
FRENCH PEAK RESOURCES INC.
(an exploration stage company)
 
NOTES TO FINANCIAL STATEMENTS
 
 
 
Non-mining Property and Equipment:
 
Property and equipment purchased by the Company are recorded at cost. Depreciation is computed by the straight-line method based upon the estimated useful lives of the respective assets. Expenditures for repairs and maintenance are charged to expense as incurred as are any items purchased which are below the Company's capitalization threshold of $1,000.
 
For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from accounts, and any related gain or loss is reflected in income for the period.
 
Income Taxes:
 
The Company accounts for income taxes using the liability method which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.
 
The Company's management determines if a valuation allowance is necessary to reduce any tax benefits when the available benefits are more likely than not to expire before they can be used.
 
Stock Based Compensation:
 
In October 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," (SFAS 123), which is effective for periods beginning after December 15, 1995. SFAS 123 requires that companies either recognize compensation expense for grants of stock, stock options, and other equity instruments based on fair value or provide pro-forma disclosure of the effect on net income and earnings per share in the Notes to the Financial Statements. The Company has adopted SFAS 123 in accounting for stock-based compensation.
 
Cash and Cash Equivalents, and Credit Risk:
 
For purposes of reporting cash flows, the Company considers all cash accounts with maturities of 90 days or less and which are not subject to withdrawal restrictions or penalties, as cash and cash equivalents in the accompanying balance sheet.
 
The portion of deposits in a financial institution that insures its deposits with the FDIC up to $100,000 per depositor in excess of such insured amounts are not subject to insurance and represent a credit risk to the Company.
 
 
 
 
 
 
 
F-6


 
FRENCH PEAK RESOURCES INC.
(an exploration stage company)
 
NOTES TO FINANCIAL STATEMENTS
 
 
 
Foreign Currency Translation and Transactions:
 
The Company's functional currency is the US dollar. No material translations or transactions have occurred. Upon the occurrence of such material transactions or the need for translation adjustments, the Company will adopt Financial Accounting Standard No. 52 and other methods in conformity with Generally Accepted Accounting Principles.
 
Earnings Per Share:
 
In February 1997, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 128 (SFAS 128), "Earnings Per Share". SFAS 128 replaces the presentation of primary earnings per share with a presentation of basic earnings per share based upon the weighted average number of common shares for the period.
 
NOTE 3  -  AFFILIATES  AND  RELATED  PARTIES
 
Significant relationships with (1) companies affiliated through common ownership and/or management, and (2) other related parties are as follows:
 
The Company has compensated officers of the Company with compensation in the form of stock as described in the equity footnote.
 
NOTE  4 -  INCOME  TAXES
 
The income tax payable that was accrued for the period ended February 29, 2008 was offset by the Company’s net operating loss carryforward therefore the provisions for income tax in the income statement is $0.
 
From inception through February 29, 2008, the Company had an operating loss of    $75,640 which is a loss that can be carried forward to offset future income for a period of 20 years. The Company has net operating loss carryforwards that were derived solely from operating losses. These amounts can be carried forward to be used to offset future income for tax purposes for a period of 20 years for each year’s loss. The accounting for these losses derive a deferred tax asset for the period ended February 29, 2008 of 15,128.
 
No provision was made for federal income tax since the Company has significant net operating losses. From inception through February 29, 2008 the Company incurred net operating losses for tax purposes of approximately $75,640. The net operating loss carry forwards may be used to reduce taxable income through the years 2025 to 2028. The availability of the Company’s net operating loss carryforwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company’s stock. The provision for income taxes consists of the federal and state minimum tax imposed on corporations.
 
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax liabilities and assets as of February 29, 2008 are as follows:
 
 
 
 
 
 
 
F-7


 
FRENCH PEAK RESOURCES INC.
(an exploration stage company)
 
NOTES TO FINANCIAL STATEMENTS
 
 
Deferred tax assets:
     
Federal net operating loss
  $ 11,346  
State net operating loss
    3,782  
         
Total deferred tax assets
    15,128  
Less valuation allowance
    (15,128 )
         
    $ --  
 
The Company has provided a 100% valuation allowance on the deferred tax assets at February 29, 2008 to reduce such asset to zero, since there is no assurance that the Company will generate future taxable income to utilize such asset. Management will review this valuation allowance requirement periodically and make adjustments as warranted.
 
The reconciliation of the effective income tax rate to the federal statutory rate for the periods ended November 30, 2007 and November 30, 2006 is as follows:
 
   
2007
   
2006
 
             
Federal income tax rate
    (15.0 %)     (15.0 %)
State tax, net of federal benefit
    (5.0 %)     (5.0 %)
Increase in valuation allowance
    20.0 %     20.0 %
                 
Effective income tax rate
    0.0 %     0.0 %
 
 
NOTE 5 - LONG-TERM DEBT
 
The Company has no long-term debt.
 
NOTE  6 -  SHAREHOLDERS'  EQUITY
 
Common Stock:
 
The Company has authorized one hundred million (50,000,000) shares of common Stock with a par value of $.001.  The Company has 15,500,000 shares of common stock issued and outstanding.
 
On May 5, 2005 the Company issued 12,000,000 shares of common stock to the Company President, Robert Waters, as compensation for the formation of the corporation and services rendered for a value of $12,000 or $0.001 per share.
 
 
 
 
 
F-8


 
FRENCH PEAK RESOURCES INC.
(an exploration stage company)
 
NOTES TO FINANCIAL STATEMENTS
 
 
 
 
 
During October 2005, the Company issued 3,500,000 shares of common stock at a price of $.02 per share in a private placement offering exempt from registration with the U.S. Securities Act of 1933 for a total value of $70,000.
 
Common Stock Recorded as Compensation:
 
The Company does not have an employee stock compensation package set up at this time. The stock compensation that has been granted falls under Rule 144. Compliance with Rule 144 is discussed in the following paragraph.
 
In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed the greater of:
 
1.
1% of the number of shares of the company's common stock then outstanding.
   
2.
The average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.
 
Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.
 
NOTE 7 – CONTRACTS AND AGREEMENTS
 
On July 15, 2005 the Company entered into a purchase agreement with an individual, David Deering, whereby a 100% interest in 46 mineral claims located 65Km Northeast of Smithers, British Columbia, Canada was purchased.  The Company has satisfied the initial payment of $46,500. Subsequently from the initial payment the Company defaulted on the next payment per the purchase agreement.  The mineral claims, per the purchase agreement, have reverted back to the seller.
 
NOTE 8 -  COMMITMENTS  AND  CONTINGENCIES
 
Commitments of the Company include the responsibility to the registration costs of the proposed filing.
 
Management is not aware of any contingent matters that could have a material adverse effect on the Company’s financial condition, results of operations, or liquidity.
 
NOTE 9 -  LITIGATION, CLAIMS AND ASSESSMENTS
 
From time to time in the normal course of business the Company will be involved in litigation. The Company’s management has determined any asserted or unasserted claims to be immaterial to the financial statements.
 
 
 
 
 
 
 
F-9


 
FRENCH PEAK RESOURCES INC.
(an exploration stage company)
 
NOTES TO FINANCIAL STATEMENTS
 
 
 
NOTE 10 – GOING CONCERN
 
The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in the notes to the financial statements, the Company has experienced losses from inception. The Company’s financial position and operating results raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
The Company lacks an operating history and has losses which we expect to continue into the future.
 
The Company was incorporated in May 2005 and has not started the proposed business operations or realized any revenues. The Company has no operating history upon which an evaluation of our future success or failure can be made. The ability to achieve and maintain profitability and positive cash flow is dependent upon:
 
-`          ability to locate a profitable mineral property
 
-           ability to generate revenues
 
-           ability to raise the capital necessary to continue exploration of the property.
 
Based upon current plans, the Company expects to incur operating losses in future periods.  This will happen because there are expenses associated with the research and exploration of mineral properties. The Company cannot guarantee that it will be successful in generating revenues in the future. Failure to generate revenues may cause the Company to go out of business.
 
The company intends to generate additional capital from the public markets to increase its ability to locate profitable mineral property and generate revenues. The Company may also consider public or private debt transactions and/or private placement, but has no such actions in place at this time.
 
 
 
 
 
 
 
 
F-10

 
Item 2. Management’s Discussion and Analysis or Plan of Operation
 
GENERAL
 
The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. On February 29, 2008 we had $13,310 cash in the bank. We estimate that in order to carry forward to the next 12 months we will need $18,400 to pay for office expenses and an exploration program. The discussion should be read in conjunction with our financial statements and notes thereto appearing in this prospectus.
 
The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in the notes to the financial statements, the Company has experienced losses from inception. The Company’s financial position and operating results raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.
 
Organization
 
We were organized as a Delaware Corporation on May 5, 2005 for the purpose of locating and developing copper exploration properties in British Columbia.
 
Overview

Pursuant to our business plan we searched for available copper mineral exploration properties in North Central British Columbia. In July 2005, we entered into an option agreement with David Deering to acquire a 100% interest in the FRENCH claim. Our mineral claim is located 65 km northeast of Smithers in the Province of British Columbia. The property can be acquired from Deering by paying him option payments totaling $66,500. After we have earned our 100% interest in the FRENCH claim, the property will be subject to a 2Ѕ% Net Smelter Return (“NSR”) of which 1 1/2% can be purchased for $1,000,000. However, if we are unable to delineate commercial quantities of copper on the FRENCH claim we may have to cease operations on the FRENCH claim. We would seek out other properties with mineral potential to carry out exploration programs to replace the FRENCH claim.
 
Our ability to execute our growth strategy depends in part on our ability to identify and acquire desirable acquisition candidates consisting of suitable exploration properties. Initially we will seek exploration properties held by individuals or small private corporations. We need to diversify our property holdings to improve the likelihood that we secure a property that can be developed into a mine. There can be no assurance that we will finalize and close any transactions or be able to identify suitable acquisition candidates or, to negotiate their acquisition at prices or on terms and conditions favorable to us.
 
Property Option Payments
 
Pursuant to our agreement, we were required to pay Mr. Deering two option payments to keep our agreement in good standing. We paid $46,500 in November 2005 and were required to pay an additional $20,000 by June 15, 2007. To date, we have not been able to pay such amount and therefore we have lost our rights to this claim.  It is possible that in the future we might have the funds to pay such amount and renegotiate the agreement with Mr. Deering.  Exploration stage expenses from inception through February 29, 20087 were $46,500 for general exploration costs related to the mineral rights of the exploration property and $75,640 of general and administrative costs for a total expense of $75,640 as captioned in the financial statement’s statement of operations. Fees were incurred in the start-up costs of our company as well as the fees to prepare our audited financial statements and this registration statement. These fees were included in the general and administrative expense as discussed in this paragraph.
 
Our plan of operations for the next twelve months is to continue exploration activities on the property if we can pay the $20,000 owed under the agreement with Mr. Deering.  If we are successful in raising sufficient capital to pay the claim and meet our additional expenses we hope to carry out most or all of the work described under Further Exploration in the FRENCH Claim section of this prospectus in the next twelve months. We are current in all of our obligations. The following is a 12 month budget:
  
Exploration and site work (samples)
   
16,000
 
General and administrative
   
2,400
 
Total
 
$
18,400
 
 
 

 
 
 
At present, we do not have sufficient cash on hand to meet our exploration, general and administration expenses and we needed to raise more capital by April, 2007 to carry out further exploration programs to maintain our interest in the FRENCH claim. To date we have been unable to raise sufficient capital to meet our obligations and we may lose our interest in the properties or a portion thereof.  We are continuing our efforts to raise the capital necessary to meet the obligations and to carry out our exploration programs.
 
We plan to raise a minimum of $45,000 to continue minimum exploration of our properties during the next 12 months through a private placement of debt, convertible securities, or common equity which if successful will significantly dilute the current shareholders. We plan to initially offer the debt or equity to our current shareholders and management. If we are not successful in raising the required capital, we will offer our debt or equity to new investors. As an alternative to raising capital through the selling of debt or equity, we will attempt to negotiate a joint venture with an industry partner. If the company is required to enter into a joint venture, we could end up with a minority interest in our properties. We have not contacted another party in the industry regarding a joint venture. There is no assurance we will raise the necessary capital, therefore there is a significant risk that the company may have to abandon or reduce the size of our property.
 
We are still pursuing this plan but to date we have not been able to raise additional funds through either debt or equity offerings. Without this additional cash we have been unable to pursue our plan of operations and commence generating revenue. We believe that we may not be able to raise the necessary funds to continue to pursue our business operations. As a result of the foregoing, we have recently begun to explore our options regarding the development of a new business plan and direction. We are currently engaged in discussions with a company regarding the possibility of a reverse triangular merger (the “Merger”) involving our company. At this stage, no definitive terms have been agreed to, and neither party is currently bound to proceed with the Merger.

Results of Operations

Since we are in the exploration stage of our business plan, we have not yet earned any revenues from our planned operations. As of February 29, 2008, we had $13,310 cash on hand and liabilities in the amount of $6,950. Accordingly, our working capital position as of November 30, 2007 was $6,360. Since our inception through February 29, 2008, 2007, we have incurred a net loss of $75,640. We attribute our net loss to having no revenues to offset our expenses and the professional fees related to the creation and operation of our business. Our working capital may be sufficient to enable us to perform limited exploration phases beyond the first geological exploration phase on the property. Accordingly, we may require additional financing in the event that further exploration is needed.
 
Selling, general and administrative expenses were $523 for the three months ended February 29, 2008, as compared to $523 for the year ending November 30, 2006. These expenses represent our total operating expenses during this period. These expenses include legal and accounting fees, auditing fees and professional fees associated with obtaining private financing. 

Liquidity and Capital Resources
 
We are currently financing its operations primarily through cash generated by the consulting fees it receives along with its previous financing activities. At February 29, 2008, we had cash of $13,310. In October 2005, we completed a private placement to investors in the amount of $70,000.

In January 2005 we filed a registration statement with the SEC which was declared effective in April 2006 registering 3,500,000 shares of common stock issued to investors in connection with the private placement in October 2005.  We believe that we cannot currently satisfy our cash requirements for the next twelve months with our current cash and expected revenues from our current contract to provide consulting services and our bank lines and funds from our private financing. However, management plans to increase revenue and obtain additional financing in order to sustain operations for at least the next twelve months. We have already sold shares to support our continued operations. However, completion of our plan of operation is subject to attaining adequate revenue. We cannot assure investors that adequate revenues will be generated. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even without significant revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we may require financing to potentially achieve our goal of profit, revenue and growth.

In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we would then not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we would likely seek additional financing to support the continued operation of our business. We anticipate that depending on market conditions and our plan of operations, we would incur operating losses in the foreseeable future. We base this expectation, in part, on the fact that we may not be able to generate enough gross profit from our consulting services to cover our operating expenses. Consequently, there is substantial doubt about our ability to continue to operate as a going concern.
 
 

 
 
As reflected in the accompanying audited financial statements, we are in the development stage, have an accumulated deficit from inception of $75,640 and have a negative cash flow from operations of $56,690 from inception. This raises substantial doubt about its ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
 
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for us to continue as a going concern.

Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
 
Our significant accounting policies are summarized in Note 2 of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on ours financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.
 
Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).
 
Item 3. Controls and Procedures
 
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of February 29, 2008. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
 
There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the first quarter of fiscal 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
 

 

 
PART II - OTHER INFORMATION
 
Item 1. Legal Proceedings.
 
The Company is currently not a party to any pending legal proceedings and no such action by, or to the best of its knowledge, against the Company has been threatened.
 
Item 2. Changes in Securities.
 
None
 
Item 3. Defaults Upon Senior Securities.
 
None
 
Item 4. Submission of Matters to a Vote of Security Holders.
 
No matter was submitted during the quarter ending February 29, 2008, covered by this report to a vote of the Company’s shareholders, through the solicitation of proxies or otherwise.
 
Item 5. Other Information.
 
None
 
Item 6. Exhibits and Reports of Form 8-K.
 
(a)               Exhibits

31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002 
32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002
 
(b)               Reports of Form 8-K
 
None
 
 
 

 
 
 
 
SIGNATURES
 
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

FRENCH PEAK RESOURCES, INC.
Registrant

Date: April 8, 2008                                 By: /s/ Robert Waters
Robert Waters
President, Chief Executive Officer,
Chairman of Board of Directors