UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-QSB





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



For the three month period ended February 29, 2007



[   ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT



For the transition period from November 30, 2006 to February 29, 2008.



Commission File Number 000-52944



PEAK RESOURCES INC.

(Name of small business issuer in its charter)



NEVADA
`(State of incorporation or organization)`00-0000000
`(IRS Identification No.)`




2103 Tyrone Place

Penticton, British Columbia

Canada, V2A 8Z2

(Address of principal executive offices)



(250) 490 3378

(Issuers telephone number)



N/A

(Issuers former address)



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [   ]



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [X]   No [   ]



58,676,200 shares of issuers common stock, $0.001 par value, were outstanding at April 10, 2008.  Issuer has no other class of common equity.



Transitional Small Business Disclosure Format (Check One)  Yes [   ]   No [X]







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Peak Resources Incorporated

(An Exploration Stage Company)



February 29, 2008



IndexBalance SheetsF-1Statements of OperationsF-2Statements of Cash FlowsF-3Notes to the Financial StatementsF-4


















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Peak Resources Incorporated

(An Exploration Stage Company)

Balance Sheets

(Expressed in US dollars)





February 29,
`2008

$`August 31,
`2007

$`(unaudited)ASSETSCurrent AssetsCash23,39428,857Due from related parties (Note 3(b))286Total Assets
	23,680
	28,857LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts payable3,1574,012Accrued liabilities284Due to related parties
	
	965Total Liabilities
	3,157
	5,261Commitments and Contingencies (Note 1 and 4)Stockholders EquityCommon Stock, 75,000,000 shares authorized, $0.001 par value
`58,676,200 shares issued and outstanding (August 31, 2007  58,533,340)`58,67658,533Additional Paid-in Capital48,17423,317Donated Capital21,75017,250Deficit Accumulated During the Exploration Stage
	(108,077)
	(75,504)Total Stockholders Equity
	20,523
	23,596Total Liabilities and Stockholders Equity
	23,680
	28,857






(The Accompanying Notes are an Integral Part of These Financial Statements)



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Peak Resources Incorporated

(An Exploration Stage Company)

Statements of Operations

(Expressed in US dollars)

(unaudited)





Accumulated
From
September 30, 2005
(Date of Inception)For the
Three Months
EndedFor the
Three Months
EndedFor the
Six Months
EndedFor the
Six Months
Endedto February 29,February 29,February 28,February 29,February 28,20082008200720082007$$$$$Revenue
	
	
	
	
	ExpensesGeneral and administrative (Note 3)34,0865,7542,2508,6754,462Impairment of mineral property (Note 4)9,9575,2184,329Mineral property costs10,639388505,409Professional fees53,3954,1117,78817,83011,028Total Expenses
	108,077
	9,865
	10,076
	32,573
	25,228Net Loss
	(108,077)
	(9,865)
	(10,076)
	(32,573)
	(25,228)Net Loss Per Share  Basic and Diluted
	
	
	
	
	Weighted Average Shares Outstanding
	
	58,579,000
	58,533,000
	58,566,000
	58,224,000








(The Accompanying Notes are an Integral Part of These Financial Statements)



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Peak Resources Incorporated

(An Exploration Stage Company)

Statements of Cash Flows

(Expressed in US dollars)

(unaudited)





Accumulated
From
September 30,
2005 (Date of
Inception)
To February 29,
2008For the
Six months
Ended
February 29,
2008For the
Six months
Ended
February 28,
2007$$$Operating ActivitiesNet loss(108,077)(32,573)(25,228)Adjustments to reconcile net loss to net cash used in operating activities:Donated services and rent21,7504,5004,500Impairment of mineral property4,7394,329Changes in operating assets and liabilities:Accounts payable and accrued liabilities3,157(1,139)(775)Due to related party(696)(1,251)(19)Net Cash Used in Operating Activities
	(79,127)
	(30,463)
	(17,193)Investing ActivitiesMineral property acquisition costs
	(4,329)
	
	(4,329)Net Cash Used in Investing Activities(4,329)(4,329)Financing ActivitiesProceeds from the issuance of common stock
	106,850
	25,000
	8,000Net Cash Provided by Financing Activities106,85025,0008,000Increase (Decrease) In Cash23,394(5,463)(13,522)Cash - Beginning of Period28,85772,397Cash - End of Period
	23,394
	23,394
	58,875Supplemental DisclosuresInterest paidIncome tax paid








(The Accompanying Notes are an Integral Part of These Financial Statements)



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Peak Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

February 29, 2008

(Expressed in U.S. Dollars)





1.

Exploration Stage Company



Peak Resources Incorporated (the Company) was incorporated in the State of Nevada on September 30, 2005. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (SFAS) No.7 Accounting and Reporting for Development Stage Enterprises. The Companys principal business is the acquisition and exploration of mineral resources. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.



These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at February 29, 2008, the Company has accumulated losses of $108,077 since inception. These factors raise substantial doubt regarding the Companys ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.



On April 6, 2007, the Company filed an SB-2 Registration Statement with the United States Securities and Exchange Commission that was declared effective on April 26, 2007 to register 2,853,334 shares of common stock for sale by the existing shareholders of the Company at $0.05 per share.  The Company did not receive any proceeds from the resale of shares of common stock by the selling stockholders. The Companys common shares trade on the Over the Counter Bulletin Board (OTCBB) under the symbol, PKRC.OB.



1.

Summary of Significant Accounting Policies



a)

Basis of Presentation



These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Companys fiscal year-end is August 31.



b)

Use of Estimates



The preparation of financial statements in conformity with US 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 amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to donated services and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.



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Peak Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

February 29, 2008

(Expressed in U.S. Dollars)





2.

Summary of Significant Accounting Policies (continued)



c)

Interim Financial Statements



These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Companys financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.



d)

Comprehensive Loss



SFAS No. 130, Reporting Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at February 29, 2008 and 2007, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.



e)

Basic and Diluted Net Income (Loss) Per Share



The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.



f)

Cash and Cash Equivalents



The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.



g)

Mineral Property Costs



The Company has been in the exploration stage since its inception on September 30, 2005 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02, Whether Mineral Rights Are Tangible or Intangible Assets. The Company assesses the carrying costs for impairment under SFAS 144, Accounting for Impairment or Disposal of Long Lived Assets at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.



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Peak Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

February 29, 2008

(Expressed in U.S. Dollars)





2.

Summary of Significant Accounting Policies (continued)



h)

Long-Lived Assets



In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.



Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.



i)

Financial Instruments



The fair value of financial instruments, which include cash, accounts payable, accrued liabilities and due to related party, were estimated to approximate their carrying values due to the immediate or short-term maturities of these financial instruments. Foreign currency transactions are primarily undertaken in Canadian dollars. The financial risk is the risk to the Companys operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.



j)

Income Taxes



The Company has adopted SFAS No. 109 Accounting for Income Taxes as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.



k)

Foreign Currency Translation



The Companys functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with SFAS No. 52 Foreign Currency Translation, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.



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Peak Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

February 29, 2008

(Expressed in U.S. Dollars)





2.

Summary of Significant Accounting Policies (continued)



l)

Recent Issued Accounting Pronouncements



In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 141R, Business Combinations.  This statement replaces SFAS 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS 141R also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.



In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements Liabilities an Amendment of ARB No. 51.  This statement amends ARB 51 to establish accounting and reporting standards for the Noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's Company's financial statements.



In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an Amendment of FASB Statement No. 115.  This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entitys first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, Fair Value Measurements. The adoption of this statement is not expected to have a material effect on the Company's financial statements.



In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.



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Peak Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

February 29, 2008

(Expressed in U.S. Dollars)





2.

Summary of Significant Accounting Policies (continued)



Recently Adopted Accounting Pronouncements



In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statements No. 109. FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a two-step method of first evaluating whether a tax position has met a more likely than not recognition threshold and second, measuring that tax position to determine the amount of benefit to be recognized in the consolidated financial statements. FIN 48 provides guidance on the presentation of such positions within a classified statement of financial position as well as on derecognition, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of this statement did not have a material effect on the Company's consolidated financial statements.



In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106, and 132(R). This statement requires employers to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization.  This statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The provisions of SFAS No. 158 are effective for employers with publicly traded equity securities as of the end of the fiscal year ending after December 15, 2006. The adoption of this statement did not have a material effect on the Company's consolidated financial statements.



In September 2006, the SEC issued Staff Accounting Bulletin (SAB) No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year consolidated financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. SAB No. 108 is effective for periods ending after November 15, 2006. The adoption of SAB No. 108 did not have a material effect on the Companys consolidated financial statements.



2.

Related Party Transactions



a)

During the six-month period ended February 29, 2008, the Company recognized a total of $3,000 (February 28, 2007 - $3,000) for management services at $500 per month provided by the President of the Company, and $1,500 (February 28, 2007 - $1,500) for rent at $250 per month provided by the President of the Company.



b)

At February 29, 2008, the Company is owed $286 (August 31, 2007 -$Nil) by a director of the Company.  At August 31, 2007, the Company was indebted to a director of the Company $965. These amounts are unsecured, non-interest bearing, due on demand and has no specific terms of repayment.



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Peak Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

February 29, 2008

(Expressed in U.S. Dollars)





1.

Mineral Property



a)

On May 3, 2006, the Company staked three mineral claims located in British Columbia, Canada for a cost of $410. The claims are registered in the name of the President of the Company, who also paid the staking costs on behalf of the Company. The President holds title to these claims in trust for the Company. The cost of the mineral property was initially capitalized. At August 31, 2006, the Company recognized an impairment loss of $410, as it has not yet been determined whether there are proven or probable reserves on the property.



b)

On September 18, 2006, the Company entered into an agreement to acquire a 90% interest in a mineral claim located in British Columbia, Canada in consideration for a cash payment of $4,329 (CDN$5,000 - paid) and incurring $151,560 (CDN$150,000) of exploration expenditures in various stages to September 30, 2008. Pursuant to the agreement, the Company was required to incur CDN$5,000 of exploration expenditures by December 31, 2006, an additional CDN$25,000 by September 30, 2007, and an additional CDN$120,000 by September 30, 2008. By an addendum dated December 30, 2006, the CDN$5,000 exploration expenditure commitment was extended to March 30, 2007, and by an addendum dated March 29, 2007, was further extended to April 30, 2007. The Company subsequently incurred less than the required CDN$5,000, but the vendor agreed to carry the shortfall over to the next commitment date of September 30, 2007. By an addendum dated October 27, 2007, the CDN$30,000 exploration expenditure commitment was extended to September 30, 2008 for consideration of $5,218 (CDN$5,000 - paid).



Upon earning a 90% interest, the Company may acquire an additional 5% interest (95% in total) by spending an additional $252,600 (CDN$ 250,000) on exploration by December 15, 2010. The claims are registered in the name of the President of the Company, who has executed a trust agreement whereby the President agreed to hold the claims in trust on behalf of the Company. During the three month period ended November 30, 2007, the Company recognized an impairment loss of $5,218 as it has not yet been determined whether there are proven or probable reserves on the property.



1.

Common Stock



a)

On January 31, 2008, the Company issued 142,860 split adjusted shares of common stock at a price of $0.175 per share for cash proceeds of $25,000.



b)

On March 3, 2008, the Company effected a nine (9) for one (1) stock dividend of the issued and outstanding stock.  As a result, the issued and outstanding share capital increased from 5,867,620 shares of common stock to 58,676,200 shares of common stock. All share amounts have been retroactively adjusted for all periods.





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Item 2.  Management's Discussion and Analysis.



Plan of Operation



Exploration Plan



Peaks consulting geologist Agnes Koffyberg has written a report dated November 2, 2006, providing Peak with recommendations of how it should explore the Claims.  The potential economic significance of the Claims is that according to Peaks consulting geologists report, the Claims have the potential to host a mesothermal gold deposit.  A shear zone within foliated diorite, near the contact with the Harper Ranch metasediments, contains quartz veins and lenses containing native gold, pyrrhotite, pyrite, chalcopyrite with minor galena (a gray mineral which is the principal ore of lead) and sphalerite.  It is the consulting geologists conclusion that the Claims are a property of merit and it is recommended that further exploration work be carried out on the Claims.



Peaks objective is to conduct exploration activities on the Claims to assess whether the Claims possess any commercially viable gold deposits.  Until Peak can validate otherwise, the Claims are without known reserves and Peak is planning a three phase program to explore the Claims.  Access to the Claims is limited to the period of June 1 to October 31 of each year due to snow in the area.  This means that Peaks exploration activities are limited to a period of about four and a half months per year.  Peak will explore the Claims between June 1, 2008 and October 31, 2008.   Peaks goal is to complete the first phase of exploration within this period.  The following table summarizes the three phases of Peaks anticipated exploration program.



Phase
Number
	Planned Exploration Activities
	Time tablePhase One
	Further review of all data with the aim of
	determining further drill targets.
	Completed November 2006Phase Two
	Initial drill program to test the extension of the
	shear zone and vein depth.  A drill hole of approx.
	150 metres length should intercept the target.
	June - September 2008Phase Three
	Depending on results of Phase One and Phase
	Two drill holes in selected areas.
	September 2008  October 2009




If Peaks exploration activities indicate that there are no commercially viable gold deposits on the Claims Peak will let the option agreement lapse and stake a new claim to explore in British Columbia.  Peak will continue to stake claims or enter in to option agreements in British Columbia as long as it can afford to do so.



As at February 29, 2008 we had a cash balance of $23,394. We have completed our Phase One program and will not have enough cash on hand to complete our Phase Two exploration programs as recommended by our geologist due to a declining exchange rate as well as legal, transfer agent, and accounting expenses we have recently incurred. We are required to incur a total of $30,000 ($CDN) in exploration expenses by September 30, 2008 to maintain the option on the Kalamalka property.  We will either have to adjust the Phase Two program to a lower financial level that we do have the funds to complete, negotiate an extension on the option agreement beyond the September 30, 2008 deadline or raise additional funds to complete our recommended Phase Two program.  At this juncture we do not have a definitive plan to raise these additional funds or commitments from investors to inject capital into the company.  If and when we do raise the necessary funds to complete the recommended Phase Two program and the results are positive we will need to raise further funds starting in October 2008 so that Phase Three exploration could commence in June 2009.



During the next 12 months, we do not anticipate generating any revenue. We anticipate that any additional funding will come from equity financing from the sale of our common stock or sale of part of our interest in the Kalamalka mineral claim. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our Phase Two and Phase Three exploration programs. In the absence of such financing, our business will fail.

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We may consider entering into a joint venture partnership by linking with a major resource company to provide the required funding to complete our Phase Three exploration programs. We have not undertaken any efforts to locate a joint venture partner for Phase Three. If we enter into a joint venture arrangement, we will assign a percentage of our interest in the Kalamalka claim to the joint venture partner.



Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that very few mineral claims in the exploration stage ultimately develop into producing, profitable mines. Our future financial results are also uncertain due to a number of factors, some of which are outside our control. These factors include, but are not limited to:



•

our ability to raise additional funding;

•

the market price for gold;

•

the results of our proposed exploration programs on the mineral property; and

•

our ability to find joint venture partners for the development of our property interests



Due to our lack of operating history and present inability to generate revenues, our auditors have stated their opinion that there currently exists substantial doubt about our ability to continue as a going concern.



Payment in Lieu of Work



Since management intends to conduct and file exploration expenses in excess of $40,000 by the next anniversary of the Claims extension as of November 17, 2008, Peak will not have to file PIW fees with the Province of British Columbia for at least 10 years.  If Peak did not conduct the work, Peak would have to file $690 in lieu of filing exploration expenses in order to keep the Claims in good standing.



Phase Two Exploration Cost Review



Transportation Purchase Plan



The transportation costs of Phase Two are minimal as the Claims are within 11 miles of the city of Vernon.  However, the cost of moving the drill and transporting the crew is budgeted at $3,700 ($3,000 for drill moving).



Equipment Purchase Plan



Peak will purchase camp equipment and prospecting supplies for the Phase Two drill program. Field supplies are expected to be $1,000.  Most of the equipment used in the process of the diamond drilling will be rented.



Consumable Purchase Plan



Peak will incur crew costs including accommodation and meals for the geologist, field technician and drill crew, which is approximately 20 people per day ($100 per day).  The expected cost of these consumables is $2,000.



Employee Hiring (Labor) Plan



Peak will not hire any employees.  Peak will use a geologist and field technician for Phase Two of its exploration plan.  The expected cost of the geologist is $650 per day for 5 days and $400 per day for 5 days for the field technician.  The total for the geologist is approximately $3,250 and the field technician is $2,000.  The total expected cost for labor for Phase Two is $5,250.



Sample Analysis Plan



Peak plans to allow for the analysis for up to 100 core samples.  Each analysis costs $45 per sample.  The expected cost for sample analysis will be $4,500 for Phase Two pf the exploration program.



The costs described above, which include transportation, equipment, consumables, labor, and sample analysis, make up the entire cost of Phase Two of the exploration program.  All the costs described above are estimated so Peak will provide a 10% contingency allowance for unanticipated and wrongly estimated costs.  The table below summarizes the cost estimate for Phase Two of the exploration program.

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#



	
Phase Two Exploration Items
	Cost EstimateField personnel-
geologist(s): 5 days @ $650 per day.$   3,250-
field technician(s): 5 days @ $400/day.$   2,000Crew (incl drill crew) costs, accommodation, meals:
20 person days @ $100 per day.$   2,000Truck rental: 5 @ $ 100/day.$      500Transport of drill, fuel$   3,000Field supplies$   1,000Equipment rental, core splitter, etc: 5 days @ $100/day$      500Contract drilling costs: 150 metres @ $125/metre$ 18,750Assay costs: 100 core samples @ $45/day$   4,500Fuel, truck$      200Communications, freight$   2,000Report, drafting, reproduction$   5,000Subtotal$42,700Contingency at 10%$  4,270Assessment filing fees$     400Phase Two Total
	$47,370




Competition



The mineral exploration business is an extremely competitive industry.  Peak is competing with many other exploration companies looking for minerals.  Peak is a very small exploration company and a small participant in the mineral exploration business.  Being a junior mineral exploration company, Peak competes with other similar companies for financing and joint venture partners.  Additionally, Peak competes for resources such as professional geologists, camp staff, helicopters and mineral exploration supplies.



Raw Materials



The raw materials for Peaks exploration program will be items including camp equipment, sample bags, first aid supplies, groceries and propane.  All of these types of materials are readily available in either the city of Vernon or the city of Kelowna (20 miles from Vernon), in British Columbia, Canada from a variety of suppliers.



Peaks planned exploration expenditures and operation expenses for the next 12 months (beginning January 1, 2008) are summarized as follows:



Description  12 months
	Estimated
Expenses
($)General and administrative expenses16,000Professional fees (including legal, accounting and auditing
fees)25,000Consulting or employee fees12,000Exploration project  Phase two47,370Total
	100,370




Accounting and Audit Plan



Peak intends to continue to have its outside consultant assist it in the preparation of its quarterly and annual financial statements and have these financial statements reviewed or audited by Peaks independent auditor.  Peaks outside consultant is expected to charge Peak approximately $800 to prepare its quarterly financial statements and approximately $800 to prepare its annual financial statements.  Peaks independent auditor is expected to charge Peak approximately $1,200 to review its quarterly financial statements and approximately $8,000 to audit its annual financial statements.  In the next 12 months, management anticipates spending approximately $15,000 to pay for Peaks accounting and audit requirements.

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Legal Expense Plan



We expect to incur filing costs of approximately $1,000 - $1,500 per quarter to support our quarterly and annual filings.  In the next twelve months, we anticipate spending approximately $6,000 for legal costs to pay for three quarterly filings and one annual filing.



Risk Factors



An investment in our common stock involved a number of very significant risks.  Prospective investors should refer to all our risk factors disclosed in our SB-2 registration statement filed on April 26, 2007 and our 10KSB filed on December 6, 2007.



Off-Balance Sheet Arrangements



We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.



Forward Looking Statements



The information in this quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). These forward-looking statements involve risks and uncertainties, including statements regarding the Company's capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as may, will, should, expect, plan, intend, anticipate, believe, estimate, predict, potential or continue, the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports we file with the Securities and Exchange Commission (the SEC). These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.



Item 3.  Controls and Procedures.



(a)

Evaluation of Disclosure of Controls and Procedures.



Our Principal Executive Officer and Principal Financial Officer have, within 90 days of the filing date of this report, evaluated the Companys internal controls and procedures designed to ensure that information required to be disclosed in reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within specified time periods. After such review, our Principal Executive Officer and Principal Financial Officer have concluded that said information was accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.



(b)

Changes in Internal Controls



There were no significant changes in the Companys internal controls or in other factors that could significantly affect these controls subsequent to the evaluation referred to in paragraph (a) above.





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PART II - OTHER INFORMATION



Item 1.  Legal Proceedings.



The Company currently is not a party to any legal proceedings and, to the Companys knowledge, no such proceedings are threatened or contemplated.



Item 2.  Changes in Securities.



None.



Item 3.  Default Upon Senior Securities.



None.



Item 4.  Submission of Matters to a Vote of Security Holders.



None.



Item 5.  Other Information.



None.



Item 6.  Exhibits and Reports on Form 8-K.



(a)

Exhibits



|Exhibit Number | Description of Exhibit                                                                                                                                                    
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1           | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.§ 1350, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002. 
|               |                                                                                                                                                                           
|32.1           | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.



(a)

Reports on Form 8-K



None.





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SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.





PEAK RESOURCES INC.

(Registrant)



Date: April 10, 2008



By:  /s/ Larry J. Olson

Larry J. Olson

Principal Executive Officer

Principal Financial Officer and Director



























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