UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  FORM
10-KSB
 (Mark
One)
 
  x
              ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the fiscal year ended November 30, 2007
  o
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the transition period from ___________ to ___________
  Commission
file number 333-127329
  French
Peak Resources, Inc.
 (Exact
name of registrant as specified in its charter)
  Delaware(State
      or other jurisdiction of incorporation or organization)
              (I.R.S.
      Employer Identification No.)300
      Park Avenue, Suite 1700, New York, NY
              10022(Address
      of principal executive offices)
              (Zip
      Code)
 
 Registrant’s
      telephone number, including area code:
              (212)
      572-6395
  Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class
              Name
      of each exchange on which registeredNone
              NoneSecurities
      registered under Section 12(g) of the Exchange Act:Common
      Stock, par value $.001(Title
      of class)
  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
o
  Check if there is no
disclosure of delinquent filers in response to Item 405 of Regulation S-B
contained in this form, and no disclosure will be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. 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
issuer’s revenues for its most recent fiscal year. $0
  Aggregate
market value of the Common Stock held by non-affiliates of the Company as of
March 4, 2008: $3,500,000.
  Number of
shares of the registrant’s common stock outstanding as of March 4,
2008: 15,500,000 shares of Common Stock.
   
 
 
 TABLE
OF CONTENTS
 
 
 Part
      IItem
      1.
              Description
      of Business.
              1Item
      2.
              Description
      of Property.
              2Item
      3.
              Legal
      Proceedings.
              2Item
      4.
              Submission
      of Matters to a Vote of Security Holders.
              2Part
      IIItem
      5.
              Market
      for Common Equity and Related Stockholder Matters.
              2Item
      6.
              Management’s
      Discussion and Analysis or Plan of Operations.
              4Item
      7.
              Financial
      Statements.
              FItem
      8.
              Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure.
              7Item
      8A.
              Controls
      and Procedures.
              7Item
      8B.
              Other
      Information.
              7Part
      IIIItem
      9.
              Directors,
      Executive Officers, Promoters and Control Persons; Compliance with Section
      16(a) of the Exchange Act.
              7Item
      10.
              Executive
      Compensation.
              9Item
      11.
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
              9Item
      12.
              Certain
      Relationships and Related Transactions.
              10Item
      13.
              Exhibits.
              10Item
      14.
              Principal
      Accountant Fees and Services.
              11Signatures
              
              11
 
 
  
 
 Except
as otherwise required by the context, all references in this prospectus to "we",
"us”, "our",  or "Company" refer to the operations of French Peak
Resources, Inc., a Delaware corporation, and its wholly owned
subsidiaries.
  Forward-Looking
Statements and Associated Risks
   The
Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for
certain forward-looking statements. Some of the statements contained in this
annual report of the Company discuss future expectations, contain
projections of our operations or financial condition or state other
forward-looking information. Some statements contained in this annual report on
Form 10-KSB that are not historical facts (including without limitation
statements to the effect that we "believe," "expect," "anticipate," "plan,"
"intend," "foresee," or other similar expressions) and are forward-looking
statements. These forward-looking statements are based on our current
expectations and beliefs concerning future developments and their potential
effects on us. There can be no assurance that future developments affecting us
will be those anticipated by us. All comments concerning our expectations for
future revenue and operating results are based on our forecasts of our plan of
operation and do not include the potential impact of any future acquisitions or
operations. These forward-looking statements involve significant risks and
uncertainties (some of which are beyond our control) and assumptions. Should one
or more of these risks or uncertainties materialize, or should any of our
assumptions prove incorrect, actual results may vary in material respects from
those projected in the forward-looking statements.
  PART I
 Item
1.Description of
Business.
  General
 
 We are a
Delaware corporation formed on May 5, 2005 to search for available properties in
north central British Columbia. In July 2005, we entered into an agreement which
was negotiated at arms length with David Deering to acquire a 100% interest in
the FRENCH claim. The FRENCH claim is situated approximately 65 kilometers
northeast of the Smithers, British Columbia. The property can be acquired from
Deering by paying a total of $66,500 in two option payments. The property is
subject to annual advance Royalty payments of $20,000 commencing January 17,
2010. 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 Ѕ% can be purchased for $1,000,000
within 12 months of the commencement of commercial production. The propertywas also subject to a 71/2% Gross Rock Royalty which will due upon the
property reaching commercial production.
  We are an
exploration stage company engaged in the acquisition and exploration of mineral
properties. We owned a 100% interest in a mineral claim that we refer to as the
FRENCH mineral claim. Further exploration of this mineral claim is required
before a final determination as to their viability can be made. Although there
is evidence of exploratory work on the claim conducted by prior owners, reliable
records of this work are limited. Our plan of operations is to carry out
exploration work on this claim in order to ascertain whether it possess
commercially exploitable quantities of copper. We will not be able to determine
whether or not our mineral claim contain a commercially exploitable mineral
deposit, or reserve, until appropriate exploratory work is done and an economic
evaluation based on that work concludes economic viability. Mr. Waters, our
president, has not visited our mineral claim.
  Acquisition
of the FRENCH mineral claim
  We
entered into an agreement with David Deering to acquire a 100% interest in the
FRENCH claim. The FRENCH claim is situated approximately 65 kilometers northeast
of the Smithers, British Columbia. The property can be acquired from Deering by
paying a total of $66,500 in two option payments. A total of $46,500 has been
paid as required by the agreement. The property is subject to annual advance
Royalty payments of $20,000 commencing January 17, 2010.
  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.   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.
   1
   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)
              
              
              16,000General
      and administrative
              
              
              2,400Total
              
              $
              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.
  Geological
Exploration Program in General
  Item
2.Description of
Property.
  We
currently use approximately 200 square feet of leased office space at 300 Park
Avenue Suite 1700 New York, New York 10022. We lease such space from Robert
Waters, our sole officer and principal shareholder, for $200 per month which
covers the use of the telephone, office equipment and furniture.
  Item 3.Legal
Proceedings.
  To the
best of our knowledge, there are no known or pending litigation proceedings
against us.
  Item 4.Submission of
Matters to a Vote of Security Holders.
 
 No matter
was submitted during the quarter ending November 30, 2007, covered by this
report to a vote of the Company’s shareholders, through the solicitation of
proxies or otherwise.
  PART II
  
 Item
5. Market for Common Equity and Related Stockholder Matters.
  Market
Information
 
 Our
common stock was approved to trade under the symbol “FPKR” on the Over the
Counter Bulletin Board “OTCBB” in March 2007.  Although our common
stock was approved to trade to date the stock has not traded.
 
 As of
March 4, 2008, we have 41 shareholders of record of our common
stock.
   2
 
 Dividends
 
 Holders
of our common stock are entitled to receive dividends if, as and when declared
by the Board of Directors out of funds legally available therefore. We have
never declared or paid any dividends on our common stock. We intend to retain
any future earnings for use in the operation and expansion of our business.
Consequently, we do not anticipate paying any cash dividends on our common stock
to our stockholders for the foreseeable future.
 
 Recent Sales of Unregistered
Securities
  French
Peak Inc was incorporated in the State of Delaware on May 5, 2005 and 12,000,000
shares were issued to Robert Waters for founders shares. These shares were
issued in reliance on the exemption under Section 4(2) of the Securities Act of
1933, as amended (the “Act”).
  These
shares of our common stock qualified for exemption under Section 4(2) of the
Securities Act of 1933 since the issuance shares by us did not involve a public
offering. The offering was not a “public offering” as defined in Section4(2) due
to the insubstantial number of persons involved in the deal, size of the
offering, manner of the offering and number of shares offered. We did not
undertake an offering in which we sold a high number of shares to a high number
of investors. In addition, Mr. Waters had the necessary investment intent
as required by Section 4(2) since he agreed to and received share certificates
bearing a legend stating that such shares are restricted pursuant to Rule 144 of
the 1933 Securities Act. This restriction ensures that these shares would not be
immediately redistributed into the market and therefore not be part of a “public
offering.” Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act
of 1933 for these transactions.
  In
October 2005, we completed a Regulation D, Rule 506 Offering in which we issued
a total of 3,500,000 shares of our common stock to a total of 40 investors, at a
price per share of $.02 for an aggregate offering price of $70,000. Each
investor received a copy of our private placement memorandum and completed a
questionnaire to confirm that they were either “accredited” or “sophisticated”
investors.
  The
following sets forth the identity of the class of persons to whom we sold these
shares and the amount of shares for each shareholder:
  Dorothy
      Mercer
              50,000Andrew
      H. Mercer
              50,000Robert
      Wellman
              50,000Heather
      Campbell
              50,000Bryan
      Minyard
              50,000Robert
      Paul Bazaluk
              50,000Bill
      Bazaluk
              50,000Rob
      Thompson
              50,000Rod
      F. Rawson
              50,000Roberta
      Phillips
              50,000R.William
      Bell
              50,000Gloria
      Bender
              50,000Teresa
      Valiquette
              50,000Hisashi
      Doi
              50,000Emre
      K. Akyurek
              50,000Lauren
      Akyurek
              50,000Terri
      Doi
              200,000Keith
      Gordon Westover
              150,000Scott
      Henderson
              200,000Ayla
      Akyurek
              50,000Neil
      Taylor
              50,000Mark
      Scott
              50,000Vernon
      Kaiman
              50,000Kyle
      German
              50,000Michael
      Carlaw
              50,000David
      Parfitt
              150,000James
      Bunney
              150,000Arleen
      Bunney
              150,000Nick
      Segers
              100,000John
      R. Miller
              100,000Antonio
      Uccheddu
              75,000
   3
    Frank
      Barr
              75,000Norman
      Reddy
              75,000George
      Keeley
              125,000Nancy
      Talbot
              125,000Angelina
      Bresolin
              125,000Bethany
      Calhoun
              125,000Peter
      Stecher
              125,000Tracey
      Stecher
              175,000Karly
      Grant
              175,000
  The
Common Stock issued in our Regulation D, Rule 506 Offering was issued in a
transaction not involving a public offering in reliance upon an exemption from
registration provided by Rule 506 of Regulation D of the Securities Act of 1933.
In accordance with Section 230.506 (b)(1) of the Securities Act of 1933, these
shares qualified for exemption under the Rule 506 exemption for this offerings
since it met the following requirements set forth in Reg.
ss.230.506:
  (A) No
general solicitation or advertising was conducted by us in connection with the
offering of any of the Shares.
  (B) At
the time of the offering we were not: (1) subject to the reporting requirements
of Section 13 or 15 (d) of the Exchange Act; or (2) an “investment company”
within the meaning of the federal securities laws.
  (C)
Neither we, nor any of our predecessors, nor any of our directors, nor any
beneficial owner of 10% or more of any class of our equity securities, nor any
promoter currently connected with us in any capacity has been convicted within
the past ten years of any felony in connection with the purchase or sale of any
security.
  (D) The
offers and sales of securities by us pursuant to the offerings were not attempts
to evade any registration or resale requirements of the securities laws of the
United States or any of its states.
  (E) None
of the investors are affiliated with any of our directors, officers or promoters
or any beneficial owner of 10% or more of our securities.
  Please
note that pursuant to Rule 506, all shares purchased in the Regulation D Rule
506 offering completed in October 2005 were restricted in accordance with Rule
144 of the Securities Act of 1933.
 
 Item 6.Management’s Discussion and Analysis or
Plan of Operations.
 
 The
following discussion contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to future events or our future performance. Actual
results may materially differ from those projected in the forward-looking
statements as a result of certain risks and uncertainties set forth in this
prospectus. Although management believes that the assumptions made and
expectations reflected in the forward-looking statements are reasonable, there
is no assurance that the underlying assumptions will, in fact, prove to be
correct or that actual results will not be different from expectations expressed
in this report.
 
 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 August 31,
2007 were $46,500 for general exploration costs related to the mineral rights of
the exploration property and $26,845 of general and administrative costs for a
total expense of $73,345 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.
   4
  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)
              
              
              16,000General
      and administrative
              
              
              2,400Total
              
              $
              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
 
 For
the Fiscal Years Ended November 30, 2007 and 2006
 
 Revenues
 
 Since we
are in the exploration stage of our business plan, we have not yet earned any
revenues from our planned operations. As of November 30, 2007, we had $13,333
cash on hand and liabilities in the amount of $6,450. Accordingly, our working
capital position as of November 30, 2007 was $6,883. Since our inception through
November 30, 2007, we have incurred a net loss of $75,117. 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.
   5
  Selling,
General and Administrative Expenses
 
 Selling,
general and administrative expenses were $3,090 for the fiscal year ended
December 31, 2007, as compared to $12,891 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.
 
 Our net
loss from operations for the period ending November 30, 2007 was $3,090 as
compared to net loss from operations for the fiscal period ending November 30,
2006 of $12,891. The decrease in net loss from operations was due to less
general and administrative expenses.
 
 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
November 30, 2007, we had cash of $13,333. 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 $75,117 and
have a negative cash flow from operations of $56,667 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 1 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).
   6
 Item
7.  Financial Statements.
  FRENCH
PEAK RESOURCES INC.
 (an
exploration stage company)
  FINANCIAL
STATEMENTS
  As
Of November 30, 2007
 
 
 FINANCIAL
      STATEMENTS
                        Page
      #INDEPENDENT
      REGISTERED AUDITORS REPORT
                        F-1BALANCE
      SHEET
                        F-2STATEMENT OF
      OPERATIONS
                        F-3STATEMENT OF
      STOCKHOLDERS' EQUITY
                        F-4STATEMENT OF CASH
      FLOWS
                        F-5FINANCIAL STATEMENT
      FOOTNOTES
                        F-6
 
 
 
 
  
 
 Gately
& Associates, LLC
 Altamonte
Springs, FL
 jgately@earthlink.net
 Tel (407)
341-6942
 Fax (407)
540-9612
 
  REPORT
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
  The Board
of Directors and Shareholders
  FRENCH
PEAK RESOURCES INC.
  Gentlemen:
  We
have audited the accompanying balance sheet of FRENCH PEAK RESOURCES INC. (an
exploration stage company) as of November 30, 2007 and 2006 and the related
statements of operations, stockholder’s equity and cash flows for the twelve
months ending November 30, 2007 and 2006, and from inception May 5, 2005)
through November 30, 2007. These financial statements are the responsibility of
the Company’s management. Our responsibility is to express an opinion on these
financial statements based on the audit.
  We
conducted the audit in accordance with U.S. generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that the audit provides a reasonable basis for our
opinion.
  In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of FRENCH PEAK RESOURCES INC. as of
November 30, 2007 and 2006, and the statement of operations and cash flows for
the twelve months ending November 30, 2007 and 2006, and from inception (May 5,
2005) through November 30, 2007, in conformity with U.S. generally accepted
accounting principles.
  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 10 to the
financial statements, the Company has suffered losses from operations and has a
net capital deficiency that 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.
  Gately
& Associates, LLC
  December
6, 2007
  F-1
 
 FRENCH
      PEAK RESOURCES INC.(an
      exploration stage company)BALANCE
      SHEETAs
      of November 30, 2007 and November 30, 2006ASSETSCURRENT
      ASSETS
                    
                    11/30/2007
                    
                    
                    11/30/2006Cash
                    
                    $
                    13,333
                    
                    
                    
                    13,424Total
      Current Assets
                    
                    
                    13,333
                    
                    
                    
                    13,424TOTAL
      ASSETS
                    
                    $
                    13,333
                    
                    
                    $
                    13,424LIABILITIES AND
      STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable
                    
                    $
                    -
                    
                    
                    $
                    -Accrued
      expenses
                    
                    
                    6,450
                    
                    
                    
                    3,450Total
      Current Liabilities
                    
                    
                    6,450
                    
                    
                    
                    3,450LONG-TERM
      LIABILITIESNone
                    
                    
                    -
                    
                    
                    
                    -TOTAL
      LIABILITIES
                    
                    
                    6,450
                    
                    
                    
                    3,450STOCKHOLDERS'
      EQUITYCommon
      Stock, $.001 par valueAuthorized:
      100,000,000 Issued: 15,500,000
                    
                    
                    15,500
                    
                    
                    
                    15,500Additional
      paid in capital
                    
                    
                    66,500
                    
                    
                    
                    66,500Accumulated
      deficit during exploration stage
                    
                    
                    (75,117
                    )
                    
                    
                    (72,027
                    )Total
      Stockholders' Equity
                    
                    
                    6,883
                    
                    
                    
                    9,973TOTAL
      LIABILITIES AND EQUITY
                    
                    $
                    13,333
                    
                    
                    $
                    13,424
 The
accompanying notes are an integral part of these financial
statements.
  F-2
 FRENCH
      PEAK RESOURCES INC.(an
      exploration stage company)STATEMENT
      OF OPERATIONSFor
      the twelve months ending November 30, 2007 and 2006, andfrom
      inception (May 5, 2005) through November 30, 200712
      MONTHS
                    
                    
                    12
      MONTHS
                    
                    
                    FROMENDING
                    
                    
                    ENDING
                    
                    
                    INCEPTION11/30/2007
                    
                    
                    11/30/2006
                    
                    
                    TO
      11/30/2007REVENUE
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -COST OF
      SERVICES
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -GROSS PROFIT OR
      (LOSS)
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -GENERAL AND
      ADMINISTRATIVE EXPENSES
                    
                    
                    3,090
                    
                    
                    
                    12,891
                    
                    
                    
                    28,617GENERAL
      EXPLORATION
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    46,500OPERATING INCOME OR
      (LOSS)
                    
                    
                    (3,090
                    )
                    
                    
                    (12,891
                    )
                    
                    
                    (75,117
                    )ACCUMULATED DEFICIT -
      BEGINNING
                    
                    
                    (72,027
                    )
                    
                    
                    (59,136
                    )
                    
                    
                    -ACCUMULATED DEFICIT -
      ENDING
                    
                    $
                    (75,117
                    )
                    
                    $
                    (72,027
                    )
                    
                    $
                    (75,117
                    )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-3
  FRENCH
      PEAK RESOURCES INC.(an
      exploration stage company)STATEMENT
      OF STOCKHOLDERS' EQUITYAs
      of November 30, 2007ADDITIONALCOMMON
                    
                    
                    PAR
                    
                    
                    PAID
      IN
                    
                    
                    ACCUM.
                    
                    
                    TOTALSTOCK
                    
                    
                    VALUE
                    
                    
                    CAPITAL
                    
                    
                    DEFICIT
                    
                    
                    EQUITYCommon
      stock issued as officers'
                    
                    
                    12,000,000
                    
                    
                    $
                    12,000
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    12,000compensation
      on company formationMay
      5, 2005 at $0.001 per shareCommon
      stock issued for cash
                    
                    
                    3,500,000
                    
                    
                    
                    3,500
                    
                    
                    
                    66,500
                    
                    
                    
                    
                    
                    
                    
                    70,000October,
      2005 at $0.02per
      share on private placementNet
      income (loss)
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (59,136
                    )
                    
                    
                    (59,136
                    )Balance,
      November 30, 2005
                    
                    
                    15,500,000
                    
                    
                    $
                    15,500
                    
                    
                    $
                    66,500
                    
                    
                    $
                    (59,136
                    )
                    
                    $
                    22,864Net
      income (loss)
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (12,891
                    )
                    
                    
                    (12,891
                    )Balance,
      November 30, 2006
                    
                    
                    15,500,000
                    
                    
                    $
                    15,500
                    
                    
                    $
                    66,500
                    
                    
                    $
                    (72,027
                    )
                    
                    $
                    9,973Net
      income (loss)
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (3,090
                    )
                    
                    
                    (3,090
                    )Balance,
      November 30, 2007
                    
                    
                    15,500,000
                    
                    
                    $
                    15,500
                    
                    
                    $
                    66,500
                    
                    
                    $
                    (75,117
                    )
                    
                    $
                    6,883
  The accompanying notes are
an integral part of these financial statements.
   F-4
  FRENCH
      PEAK RESOURCES INC.(an
      exploration stage company)STATEMENTS
      OF CASH FLOWSFor
      the twelve months ending November 30, 2007 and 2006, andfrom
      inception (May 5, 2005) through November 30, 200712
      MONTHS
                    
                    
                    12
      MONTHS
                    
                    
                    FROMENDING
                    
                    
                    ENDING
                    
                    
                    INCEPTIONCASH FLOWS FROM
      OPERATING ACTIVITIES
                    
                    11/30/2007
                    
                    
                    11/30/2006
                    
                    
                    TO
      11/30/2007Net
      income (loss)
                    
                    $
                    (3,090
                    )
                    
                    $
                    (12,891
                    )
                    
                    $
                    (75,117
                    )Adjustments to
      reconcile net income to net cashprovided
      by  (used in) operating activities:Stock
      issued as compensation
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    12,000Increase
      (Decrease) in accrued expenses
                    
                    
                    3,000
                    
                    
                    
                    2,800
                    
                    
                    
                    6,450Total
      adjustments to net income
                    
                    
                    3,000
                    
                    
                    
                    2,800
                    
                    
                    
                    18,450Net
      cash provided by (used in) operating activities
                    
                    
                    (90
                    )
                    
                    
                    (10,091
                    )
                    
                    
                    (56,667
                    )CASH FLOWS FROM
      INVESTING ACTIVITIESNone
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Net
      cash flows provided by (used in) investing activities
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -CASH FLOWS FROM
      FINANCING ACTIVITIESProceeds from
      stock issuance
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    70,000Net
      cash provided by (used in) financing activities
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    70,000CASH
      RECONCILIATIONNet
      increase (decrease) in cash
                    
                    
                    (90
                    )
                    
                    
                    (10,091
                    )
                    
                    
                    13,333Cash -
      beginning balance
                    
                    
                    13,424
                    
                    
                    
                    23,514
                    
                    
                    
                    -CASH BALANCE END OF
      PERIOD
                    
                    $
                    13,333
                    
                    
                    $
                    13,424
                    
                    
                    $
                    13,333
  The accompanying notes are
an integral part of these financial statements.
  
 F-5
 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-6
  
 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.
 
 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.
  
 F-7
 
 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 year ended November 30, 2007 was
offset by the Company’s net operating loss carryforward therefore the provisions
for income tax in the income statement is $0.
 
 For the
twelve months ended November 30, 2007 the Company had an operating loss of $
75,117 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
twelve months ended November 30, 2007 of 15,024.
 
 No
provision was made for federal income tax since the Company has significant net
operating losses. From inception through November 30, 2007 the Company incurred
net operating losses for tax purposes of approximately $75,117. The net
operating loss carry forwards may be used to reduce taxable income through the
years 2025 to 2027. 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 November 30, 2007 are as
follows:
 
  Deferred
      tax assets:Federal
      net operating loss
                    
                    $
                    11,268State
      net operating loss
                    
                    
                    3,756Total
      deferred tax assets
                    
                    
                    15,024Less
      valuation allowance
                    
                    
                    (15,024
                    )$
                    --
  
 F-8
 
 
 
 The
Company has provided a 100% valuation allowance on the deferred tax assets at
November 30, 2007 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
                    2006Federal
      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.
 
 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:
   F-9
 
 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.
  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:
    F-10
 
 -
                    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-11
 Item 8.Changes In and Disagreements With
Accountants on Accounting and Financial Disclosure.
 
 None.
  Item 8A.Controls and
Procedures.
 
 Evaluation of Disclosure
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 November 30, 2007. 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.
 
 Changes in Internal
Controls
 
 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 fourth quarter of fiscal 2007 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
  Item
8B.Other
Information.
  None.
  PART III
  Item
9.Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
of the Exchange Act.
  The
following table sets forth the name and age of our sole executive officer and
director.
 
 Name
              
              Age
              
              Position
              
              Date
      of AppointmentRobert
      Waters
              
              57
              
              President,
      Chief Executive Officer, Chief Financial Officer, Chairman
              
              May
      2005
 
 Set forth
below is a brief description of the background and business experience of our
sole executive officer and director for the past five years.
 
 Robert Watersis our founder
and has been our Chief Executive Officer, Chief Financial Officer, President and
Directorsince the
company’s inception. Robert Waters has spent his working career in the public
stock market industry. In 1978, Mr. Waters graduated from the University of
British Columbia in Vancouver with a degree in Political Science. In 1982,
Mr. Waters graduated from York University in Toronto, Canada with a Masters
in Business Administration.
 
 He also
achieved a two-year course in Finance and Investment at Vancouver City College.
From July 1982 to December 1982, Mr. Waters was a personal financial
planner for Executive Financial Services, a financial planning firm. From
January 1983 to September 1983, he was a manager at Nyco Group of Companies.
From January 1984 to March 1984, he was a consultant with George S. May
International, a management consulting firm. From April 1984 to September 1984,
Mr. Waters was a Vice President at Globe Business Consultants, a management
consulting firm. From November 1984 to March 1988, Mr. Waters was a stock
broker for Levesque Securities National Bank Financial, a brokerage firm. From
March 1985 to October 1988, he was an instructor at The Canadian Securities
Institute, a firm which provided licensing for stock brokers. From May 1985 to
February 1987, Mr. Waters was an instructor on taxation and personal
financial planning at Langara College. From March 1988 to November 1988, he was
a stockbroker for Davidson Partners, a brokerage firm.
   7
  From
December 1988 to November 1989, he was a stockbroker for Pacific International
Securities, a brokerage firm. From December 1989, to September 1998,
Mr. Waters was a stock broker for Georgia Pacific Securities, a brokerage
firm. From September 1998 to July 1999, he provided consulting services to
Business Development, a business consulting firm. From September 1999 to
September 2000, he provided Las Vegas from home.com services related to public
and broker relations and financial analysis.
  From
September 2000 to September 2003, Mr. Waters was the President of ASDAR
Group, an oil and gas exploration firm. On March 4, 2002 Robert resigned as
president and remained a director of ASDAR which changed its name to Precise
Life Sciences Ltd. and attempted to purchase a 31.6% interest in a biotechnology
company, ACGT Corporation. The transaction was not consummated and
Mr. Waters was reappointed president of ASDAR in July 23, 2002. On February
18, 2003 the company changed its name to Iceberg Brands Corporation in a failed
attempt to acquire Iceberg Drive-Inn, a quick service restaurant chain. On
September 8, 2003 the company changed its name to Avalon Gold Corporation and
pursued the development of Nevada mining claims. On November 30, 2004 Robert
Waters resigned as President, Director and Chief Executive Officer.
  From
March 2001 to November 2004 he was Secretary, Treasurer, Director and Chief
Financial Officer of 2U Online.com, Inc. which became Golden Spirit Minerals Ltd
in October 2003 and changed it focus from internet based business development to
mineral exploration. In October 2003 the company changed its name to Golden
Spirit Minerals Ltd to focus on gold exploration properties in Alaska. Robert
Waters resigned as Secretary, Chief Financial Officer and Director in November
2004.
  From
March 2000 to March 2001, Mr. Waters was the President of Global
Performance Capital, an investor relations firm. From July 2004 to present he
has been Marketing and Sales advisor to Coffee Pacifica, Inc. a coffee producer
and marketing company. Since 2000 he has been president of Infinity Capital and
the company raises venture capital for listed companies in Canada. Robert Waters
is our sole member of our Board of Directors.
  None of
our Officers and/or Directors have filed any bankruptcy petition, been convicted
of or been the subject of any criminal proceedings or the subject of any order,
judgment or decree involving the violation of any state or federal securities
laws within the past five (5) years.
  Term of
Office
  Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
 
 Significant
Employees
 
 None.
 
 Family
Relationships
 
 No family
relationships exist among our directors or executive officers.
 
 Involvement in Certain Legal
Proceedings
  To our
knowledge, during the past five years, none of our directors, executive
officers, promoters, control persons, or nominees has been:
  •
              the
      subject of any bankruptcy petition filed by or against any business of
      which such person was a general partner or executive officer either at the
      time of the bankruptcy or within two years prior to that
    time;•
              convicted
      in a criminal proceeding or is subject to a pending criminal proceeding
      (excluding traffic violations and other minor
  offenses);
 
 •
              subject
      to any order, judgment, or decree, not subsequently reversed, suspended or
      vacated, of any court of competent jurisdiction, permanently or
      temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      or•
              found
      by a court of competent jurisdiction (in a civil action), the Commission
      or the Commodity Futures Trading Commission to have violated a federal or
      state securities or commodities
law.
 
 Code of
Ethics
 
 We have
adopted a Code of Ethics applicable to our Chief Executive Officer and Chief
Financial Officer. This Code of Ethics is filed herewith as an
exhibit.
  8
   Compliance with Section
16(a) of the Exchange Act
  Section
16(a) of the Securities Exchange Act of 1934 requires the Company's officers and
directors, and persons who own more than 10 percent of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (SEC). Officers,
directors, and greater than 10 percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
 
 To the
Company's knowledge, based solely on a review of the copies of such reports
furnished to the Company, all reports under Section 16(a) required to be filed
by its officers and directors and greater than ten percent beneficial owners
were timely filed as of the date of this filing.
  Item
10.Executive
Compensation.
  Compensation of Executive
Officers
  The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the fiscal
years ended December 31, 2007, 2006 and 2005 in all capacities for the accounts
of our executives, including the Chief Executive Officer (CEO) and Chief
Financial Officer (CFO):
 
 SUMMARY
COMPENSATION TABLE
 
 Name
      and Principal Position
              Year
              
              Salary
                ($)
              
              
              Bonus
                ($)
              
              
              Stock
      Awards
                ($)
              
              
              Option
      Awards
                ($)
              
              
              Non-Equity Incentive Plan
      Compensation ($)
              
              
              Non-Qualified
      Deferred Compensation Earnings
                ($)
              
              
              All
      Other Compensation
                ($)
              
              
              Totals
                ($)Robert
      Waters
                President,
      Chief
              2007
              
              $
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0Executive
      Officer,
              2006
              
              $
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0Chief
      Financial Officer
              2005
              
              $
              0
              
              
              
              0
              
              
              
              12,000(1)
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              12,000
  (1)
              Mr. Waters
      received 12,000,000 founders’ shares at $.001 for services rendered to us.
      He will not receive such compensation in the future.
 
 Outstanding Equity Awards at Fiscal
Year-End Table. There were no individual grants of stock options to
purchase our common stock made to the named executive officers in the Summary
Compensation Table during the fiscal year ended November 30, 2007, and the
subsequent period up to the date of the filing of this prospectus.
  Employment
Agreements
  The
Company does not currently have any employment agreements.
 
 Compensation of
Directors
  For the
fiscal year ended November 30, 2007, we did not compensate our directors for
their services.
  Item
11.Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
  The
following table sets forth certain information regarding the ownership of our
capital stock, as of March 4, 2008, for: (i) each director; (ii) each person who
is known to us to be the beneficial owner of more than 5% of our outstanding
common stock; (iii) each of our executive officers named in the Summary
Compensation Table; and (iv) all of our current executive officers and directors
of as a group. Except as otherwise indicated in the footnotes, all information
with respect to share ownership and voting and investment power has been
furnished to us by the persons listed. Except as otherwise indicated in the
footnotes, each person listed has sole voting power with respect to the shares
shown as beneficially owned.
   9
  NAME
      AND ADDRESS OF
                BENEFICIAL
      OWNER (1)
              AMOUNT
      AND NATURE OFBENEFICIAL
      OWNERSHIP
              PERCENT
      OF OUTSTANDING
                SHARES5%
      STOCKHOLDERS, DIRECTOR AND NAMED EXECUTIVE OFFICERROBERT
      WATERS
                1600
      GOLF ROAD SUITE 1200
                ROLLING
      MEADOWS, ILLINOIS 60008
              12,000,000
              77.42%OFFICERS
      AND DIRECTORS
                AS
      A GROUP
              12,000,000
              77.42%
  (1) Under
the rules of the SEC, a person is deemed to be the beneficial owner of a
security if such person has or shares the power to vote or direct the voting of
such security or the power to dispose or direct the disposition of such
security. A person is also deemed to be a beneficial owner of any securities if
that person has the right to acquire beneficial ownership within 60 days of the
date hereof. Unless otherwise indicated by footnote, the named entities or
individuals have sole voting and investment power with respect to the shares of
common stock beneficially owned.
 
 (2) This
table is based upon information obtained from our stock records. Unless
otherwise indicated in the footnotes to the above table and subject to community
property laws where applicable, we believe that each shareholder named in the
above table has sole or shared voting and investment power with respect to the
shares indicated as beneficially owned.
  Stock
Option Grants
  We have
not granted any stock options to our executive officer since our
incorporation.
 
 Item
12.Certain
Relationships and Related Transactions.
 
 We
currently use approximately 200 square feet of leased office space at 300 Park
Avenue Suite 1700 New York, New York 10022. We lease such space from Robert
Waters, our President, for $200 month which covers the use of the telephone,
office equipment and furniture.
  Our sole
officer, Director and founder, Robert Waters is deemed to be our promoter.
French Peak Resources Inc was incorporated in the State of Delaware on May 5,
2005 and 12,000,000 shares were issued to Robert Waters as founder’s shares for
services rendered as our President.  Other than the lease and share
issuances set forth herein there have been no other transactions with our
promoter.
 
 Item 13.Exhibits.
 
 Exhibit No.
              
              Title
      of Document
              
              Location3.1.1
              
              Articles
      of Incorporation
              
              Incorporated
      by reference to Form SB-2 filed on January 4, 20063.1.2
              
              Amendment
      to Articles of Incorporation
              
              Incorporated
      by reference to Form SB-2 filed on January 4, 20063.2
              
              Bylaws
              
              Incorporated
      by reference to Form SB-2 filed on January 4, 200614.1
              
              Code
      of Ethics
              
              Filed
      herewith31.1
              
              Certification
      of Chief Executive Officer Pursuant to Rule 13a-14(a) of the
      Securities Exchange Act of 1934
              
              Filed
      herewith32.1
              
              Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
              
              Filed
      herewith
   10
  Item 14.Principal Accounting
Fees and Services.
  Audit
Fees
  For our
fiscal year ended November 30, 2007, we were billed approximately $1,250 for
professional services rendered for the audit and reviews of our financial
statements. For the period ended November 30, 2006, we were billed approximately
$1,500 for professional services rendered for the audit and reviews of our
financial statements.
  Tax Fees
  For our
fiscal years ended November 30, 2007 and 2006, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.
  All Other
Fees
  The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal years ended November 30, 2007 and
2006.
 
   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, thereunto duly
authorized.
  FRENCH
      PEAK RESOURCES, INC.By:
              By:/s/
      Robert WatersRobert
      WatersPresident,
      Chief Executive Officer,
                Chief
      Financial OfficerDate:
              March
      4, 2008
 
 In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
 
 Name
              
              Title
              
              DateBy:/s/
      Robert Waters
              
              President,
      Chief Executive Officer,
              
              March
      4, 2008Robert
      Waters
              
              Chief
      Financial Officer




11