UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 ____________________________________________________
  FORM
10-K
 
 (Mark
One)
 x
              ANNUAL
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
The Fiscal Year Ended November 30, 2008
  o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
   FOR THE
TRANSITION PERIOD FROM ______ TO ________
 
 Commission
File No.  333-130858
 
 CONFEDERATE
      MOTORS, INC.(Exact
      name of issuer 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:
              None.Securities
      registered under Section 12(g) of the Exchange Act:
              Common stock, par value $0.001 per
      share.(Title
      of class)
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding twelve months (or 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.  YesT Noo
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained herein, and will not 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 £
 
 State
issuer’s revenues for its most recent fiscal year:  $0.
 
 State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of
February 10, 2009: $
 
 Number of
the issuer’s Common Stock outstanding as of February 10, 2009:
4,893,571
 
 Documents
incorporated by reference: None.
 
 Transitional
Small Business Disclosure Format (Check One): YesoNoo
 
  Tabel of
Contents
  
 
  TABLE
OF CONTENTS
  PART
    IITEM
      1.
              DESCRIPTION OF
      BUSINESSITEM
      2.
              PROPERTIESITEM
      3.
              LEGAL
      PROCEEDINGSITEM
      4.
              SUBMISSION OF MATTERS TO A VOTE OF
      SECURITY HOLDERSPART
      IIITEM
      5.
              MARKET FOR REGISTRANT’S COMMON
      EQUITY; RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
      SECURITIESITEM
      6.
              SELECTED FINANCIAL
      DATAITEM
      7.
              MANAGEMENT’S DISCUSSION AND
      ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONSITEM
      7A.
              QUANTITATIVE AND QUALITATIVE
      DISCLOSURES ABOUT MARKET RISKITEM
      8.
              FINANCIAL STATEMENTS AND
      SUPPLEMENTARY DATAITEM
      9.
              CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSUREITEM
      9A.
              CONTROLS AND
      PROCEDURESPART
      IIIITEM
      10.
              DIRECTORS, EXECUTIVE OFFICERS AND
      CORPORATE GOVERNANCEITEM
      11.
              EXECUTIVE
      COMPENSATIONITEM
      12.
              SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERSITEM
      13.
              CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM
      14.
              PRINCIPAL ACCOUNTANT FEES AND
      SERVICESPART
      IVITEM
      15.
              EXHIBITS, FINANCIAL STATEMENT
      SCHEDULESSIGNATURES
   
  Table of
Contents
  
  PART
I
 Item
1.                                            Description
of Business.
  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 could have been
acquired from Deering by paying a total of $66,500 in two option payments,
however, the money was never paid and the claim no longer belongs to
us.
  We were
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 which has subsequently expired. Although there was
evidence of exploratory work on the claim conducted by prior owners, reliable
records of this work are limited and our efforts did not lead to any valuable
minerals that were worth exploring.
  Our board
of directors in consultation with our consulting geologist assessed whether to
proceed with further exploration and determined that it was in the Company’s
best interest to let the FRENCH mineral claim expire. It was determined that
there was no existence of commercially exploitable mineral deposits in the
FRENCH mineral claim.
  Due to
our inability to successfully mine the FRENCH mineral claim and our inability to
sucessfully implement our business plan, we have ceased operations and have
sought and found a potential reverse merger candidate.  In December
2008, we entered into discussions to acquire a company via a reverse
merger.  These discussions were non-exclusive and no binding
agreements have been entered into, however, in contemplation of a potential
reverse merger, we changed our name to Confederate Motors, Inc. to better
reflect the business plan of the potential acquirer.
 
 Confederate
Motor Company, Inc. was incorporated in Louisiana in March 2003 and has its
principal executive offices located at 2222 5th Avenue South, Birmingham,
Alabama 35233.  Confederate Motor Company, Inc. operates in the High
Performance Street Motorcycle Industry which is a niche market targeting the
ultra-high net worth individuals (UHNWIs).  They are an uncompromising
motorcycle design and craft enterprise traces its history to 1991. Confederate
Motor Company produces two distinct model lines, which are unique, technically
and aesthetically.  Each offers value to our intended client in a
different manner.  A third model was recently launched in October
2008. The vehicle line includes a hot rod roadster, a hot rod street fighter and
a hot rod speedster.  Our products are sold in the US, Western Europe
and the Middle East.   Our manufacturing operations are based in
Birmingham, AL, consisting primarily of motorcycle assembly.  Vertical
integration is very limited, resulting in a relatively low fixed cost
structure.  All motorcycles are designed and manufactured by hand at
our home office located at 2222 5th Avenue
South, Birmingham, Alabama, 35222 under the direction of CEO and founder H.
Matthew Chambers.
  We have
not entered into the Merger Agreement with Confederate Motor Company, Inc.,
however, once the Merger Agreement is entered into and finalized, we will
provide the required detailed disclosure in Form 8-k.
  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 previous sole officer and principal shareholder, for $200 per month
which covers the use of the telephone, office equipment and
furniture.
 
 However,
once the Merger Agreement with Confederate Motor Company, Inc. is finalized, we
will change our executive offices and our principal executive offices will be
located at 2222 5th Avenue South, Birmingham, Alabama 35233.  This is
also the location where we operate from and build our motorcycles
from.
  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.
  On
October 7, 2008, the Board of the Company approved the appointment of Ruth
Shepley as the sole director of the Board of Directors.  This
individual will hold the seat until the next annual shareholder meeting can be
held and until their successors are duly elected and qualified.  Mr.
Robert Waters resigned as a director of the Company on October 17,
2008.  Upon Mr. Water’s resignation, Ms. Shepley was appointed as the
sole director of the Company, and will hold the seat until the next
annual
  1
 Table of
Contents
  shareholder
meeting can be held and until their successors are duly elected and
qualified.  A complete an accurate report is referred to and
incorporated by reference to the Schedule 14f-1 filed with the SEC on October 8,
2008.
 
 On
October 22, 2008, the Board of the Company authorized to amend and restate its
Certificate of Incorporation to (a) change the name of the Corporation to
“Confederate Motors, Inc.”; (b) effect a 1 for 3.167420814 reverse stock split
of the Corporation’s common stock; (c) increase the number of authorized shares
of common stock that the Corporation may issue from 100,000,000 to 200,000,000;
(d) authorize Twenty Five Million (25,000,000) shares of blank check preferred
stock, par value of $.0001 per share; and (e) implement a staggered Board of
Directors with three (3) classes.
  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.  As discussed in Item 4
above, in connection with a reverse merger with Confederate Motor Company, Inc.,
our Board of Directors and the Consenting Holder have approved the change of our
corporate name from "French Peak Resources Inc." to "Confederate Motors, Inc."
by means of an amendment to our Certificate of Incorporation. The approval to
amend our Certificate of Incorporation for the Name Change was approved by our
Board and the Consenting Holder on October 22, 2008.  FINRA
approved the Name Change as of January 19, 2009 and our common stock was
approved to trade under the symbol “CFED.OB”.  Although our common
stock was approved to trade to date the stock has not traded.
  Holders
 
 As of
February 10, 2009 in accordance with our transfer agent records, we had 11
record holders of our Common Stock.
  Dividends
 
 To date,
we have not declared or paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, our
Board of Directors will have the discretion to declare and pay dividends in the
future.
  Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.
  Recent Sales of Unregistered
Securities
 
 Confederate
Motors, 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
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.  These shares have subsequently been cancelled in connection
with his resignation from all his offices as sole officer and
director.
 
 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.
 
 On
October 7, 2008, the Company authorized the issuance of 12,000,000 shares
of common stock to Ruth Shepley as compensation for her appointment as the new
sole officer and director. Accordingly, on October 7, 2008, Robert Waters
resigned from his position as the sole officer and director of the Company, and
agreed to cancel all 12,000,000 shares of the Company common stock that he owned
as of that date, and hereby waived all rights, title and interest he had or may
have with respect to the 12,000,000 shares.  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.
 
 Item
6.        SELECTED FINANCIAL
DATA.
 
 Not
applicable.
 
  2
 Table of
Contents
  Item
7.        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.
  Plan
of Operation
 
 The
following discussion and analysis provides information which management believes
is relevant to an assessment and understanding of our results of operations and
financial condition.  In the event the reverse merger with Confederate
Motor Company, Inc. closes, we will update our Management’s Discussion and
Analysis or Plan of Operations by including a new analysis in our Form
8-k.  On November 30, 2008 we had $3,807 cash in the bank. If we do
not engage in the reverse merger that is contemplated, we estimate that in order
to carry forward to the next 12 months we will need $18,400 to pay for office
expenses and an exploration program. The discussion should be read in
conjunction with our financial statements and notes thereto appearing in this
prospectus.
  The
accompanying financial statements have been prepared assuming that the company
will continue as a going concern. As discussed in the notes to the financial
statements, the Company has experienced losses from inception. The Company’s
financial position and operating results raise substantial doubt about its
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
  The
following discussion and analysis contains forward-looking statements, which
involve risks and uncertainties. Our actual results may differ significantly
from the results, expectations and plans discussed in these forward-looking
statements.
  Organization
  We were
organized as a Delaware Corporation on May 5, 2005 for the purpose of locating
and developing copper exploration properties in British Columbia.
  Overview
 
 Pursuant
to our business plan we searched for available copper mineral exploration
properties in North Central British Columbia. In July 2005, we entered into an
option agreement with David Deering to acquire a 100% interest in the FRENCH
claim. Our mineral claim was located 65 km northeast of Smithers in the Province
of British Columbia. The property could have been acquired from Deering by
paying him option payments totaling $66,500, however, we never made the payments
and allowed the claim to expire.
 
 We were
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 which has subsequently expired. Although there was
evidence of exploratory work on the claim conducted by prior owners, reliable
records of this work are limited and our efforts did not lead to any valuable
minerals that were worth exploring.
  Our board
of directors in consultation with our consulting geologist assessed whether to
proceed with further exploration and determined that it was in the Company’s
best interest to let the FRENCH mineral claim expire. It was determined that
there was no existence of commercially exploitable mineral deposits in the
FRENCH mineral claim.
  Due to
our inability to successfully mine the FRENCH mineral claim and our inability to
sucessfully implement our business plan, we have ceased operations and have
sought and found a potential reverse merger candidate.  In December
2008, we entered into discussions to acquire a company via a reverse
merger.  These discussions were non-exclusive and no binding
agreements have been entered into, however, in contemplation of a potential
reverse merger, we changed our name to Confederate Motors, Inc. to better
reflect the business plan of the potential acquirer.
 
 Confederate
Motor Company, Inc. was incorporated in Louisiana in March 2003 and has its
principal executive offices located at 2222 5th Avenue South, Birmingham,
Alabama 35233.  Confederate Motor Company, Inc. operates in the High
Performance Street Motorcycle Industry which is a niche market targeting the
ultra-high net worth individuals (UHNWIs).  They are an uncompromising
motorcycle design and craft enterprise traces its history to 1991. Confederate
Motor Company produces two distinct model lines, which are unique, technically
and aesthetically.  Each offers value to our intended client in a
different manner.  A third model was recently launched in October
2008. The vehicle line includes a hot rod roadster, a hot rod street fighter and
a hot rod speedster.  Our products are sold in the US, Western Europe
and the Middle East.   Our manufacturing operations are based in
Birmingham, AL, consisting primarily of motorcycle assembly.  Vertical
integration is very limited,
   3
 Table of
Contents
  resulting
in a relatively low fixed cost structure.  All motorcycles are
designed and manufactured by hand at our home office located at 2222 5th Avenue
South, Birmingham, Alabama, 35222 under the direction of CEO and founder H.
Matthew Chambers.
  We have
not entered into the Merger Agreement with Confederate Motor Company, Inc.,
however, once the Merger Agreement is entered into and finalized, we will
provide the required detailed disclosure in Form 8-k.
  Results of
Operations
 
 As of
November 30, 2008, we are in the exploration stage of our business plan, and did
not earn any revenues from our planned operations. As of November 30, 2008, we
had $3,807 cash on hand and liabilities in the amount of $600.  Since our
inception through November 30, 2008, we have incurred a net loss of $3,676. 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 will not be sufficient to enable us to perform limited
exploration phases beyond the first geological exploration phase on the
property. Accordingly, we have ceased operations and began discussions to enter
into a reverse merger with Confederate Motor Company, Inc., a specialized
motorcycle manufacturer.
  Selling,
general and administrative expenses were $3,676 for the year ended November 30,
2008. These expenses represent our total operating expenses during this period.
These expenses include legal and accounting fees, auditing fees and professional
fees associated with obtaining private financing.
 
 Liquidity and Capital
Resources
  As of
November 30, 2008 and up until recently, we were financing its operations
primarily through cash received from its previous financing activities. At
November 30, 2008, we had cash of $3,807.  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 or 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, 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.
 
 We do not
plan to be successful in reaching our initial revenue targets, and additional
funds may be required or we would then not be able to proceed with our business
plan. 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
no longer have a mineral claim and the reverse merger with Confederate Motor
Company, Inc. may not occur.  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 $78,793 and
have a negative cash flow from operations of $78,793 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.
  Critical
Accounting Policies
 
 Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenue and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use if estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.
  Our
significant accounting policies are summarized in Note 2 of our financial
statements. While all these significant accounting policies impact its financial
condition and results of operations, we view certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on ours financial statements and require management to
use a
  4
 Table of
Contents
  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.
 
 Recent Accounting
Pronouncements
 
 In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51”.  This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners.  SFAS No. 160
affects those entities that have an outstanding noncontrolling interest in one
or more subsidiaries or that deconsolidate a subsidiary.  SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
  In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS 161). This statement is intended to improve transparency in financial
reporting by requiring enhanced disclosures of an entity’s derivative
instruments and hedging activities and their effects on the entity’s financial
position, financial performance, and cash flows. SFAS 161 applies to all
derivative instruments within the scope of SFAS 133, “Accounting for Derivative
Instruments and Hedging Activities” (SFAS 133) as well as related hedged items,
bifurcated derivatives, and nonderivative instruments that are designated and
qualify as hedging instruments. Entities with instruments subject to SFAS 161
must provide more robust qualitative disclosures and expanded quantitative
disclosures. SFAS 161 is effective prospectively for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008,
with early application permitted. We are currently evaluating the disclosure
implications of this statement.
  In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. SFAS 162 is effective 60 days following
the SEC’s approval of PCAOB Auditing Standard No. 6, Evaluating Consistency
of Financial Statements (AS/6). The adoption of FASB 162 is not expected to have
a material impact on the Company’s financial position.
  In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements.  SFAS 163 is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years. The adoption of FASB 163 is not
expected to have a material impact on the Company’s financial
position.
  Off-Balance Sheet
Arrangements
 
 We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).
  Item
7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.
 
 Not
required to be provided.
 
  5
 Table of
Contents
  Item
8.        FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.
  
 CONFEDERATE
MOTORS, INC.
 (fka
FRENCH PEAK RESOURCES INC.)
 (a
development stage company)
 
 FINANCIAL
STATEMENTS
 
 As Of
November 30, 2008
 
 
 
 
 
 Financial
Statements Table of Contents
 
 
 
 
 FINANCIAL
      STATEMENTS
                  Page
      #Report
      of Independent Registered Public Accountant
                  F-1Balance
      Sheet
                  F-2Statement
      of Operations and Retained Deficit
                  F-3Statement
      of Stockholders Equity
                  F-4Cash
      Flow Statement
                  F-5Notes
      to the Financial Statements
                  F-6
 
 
 
 
 
  Report
of Independent Registered Public Accounting Firm
 
 To
the Board of Director and shareholders
 
  We
have audited the accompanying balance sheet of Confederate Motors, Inc. (fka
French Peak Resources, Inc.) as of November 30, 2008 and 2007 and the related
statement of operations, stockholders’ equity, and cash flows for the twelve
months ended November 30, 2008 and 2007 and from inception (May 5, 2005) through
the year then ended November 30, 2008. These financial statements are the
responsibility of company’s management. Our responsibility is to express an
opinion on these financial statements based on our audit.
 
 We
conducted our audit in accordance with standards of The Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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 statements presentation. We believe that our audit provides a
reasonable basis for our opinion.
  
 In
our opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Confederate Motors, Inc. (fka
French Peak Resources) at November 30, 2008 and 2007 and the results of its
operations and its cash flows for the twelve months ended November 30, 2008 and
2007 and from inception (May 5, 2005) through November 30, 2008 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. 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.
 
 
 
 /s/ 
Gately & Associates, L.L.C.
 Lake
Mary, FL
 January
14, 2009
  
 F-1
  
 CONFEDERATE
      MOTORS, INC.(fka
      FRENCH PEAK RESOURCES INC.)(a
      development stage company)BALANCE
      SHEETAs
      of November 30, 2008 and 2007ASSETSCURRENT ASSETS
                              
                              11/30/2008
                              
                              
                              11/30/2007Cash
                              
                              $
                              -
                              
                              
                              $
                              13,333Total
      Current Assets
                              
                              
                              -
                              
                              
                              
                              13,333TOTAL
      ASSETS
                              
                              $
                              -
                              
                              
                              $
                              13,333LIABILITIES AND STOCKHOLDERS'
      EQUITYCURRENT LIABILITIESAccounts
      payable
                              
                              $
                              -
                              
                              
                              $
                              -Accrued
      expenses
                              
                              
                              1,450
                              
                              
                              
                              6,450Total
      Current Liabilities
                              
                              
                              1,450
                              
                              
                              
                              6,450LONG-TERM LIABILITIESNone
                              
                              
                              -
                              
                              
                              
                              -TOTAL
      LIABILITIES
                              
                              
                              1,450
                              
                              
                              
                              6,450STOCKHOLDERS' EQUITYPreferred
      Stock, $0.0001 par valueAuthorized:
      25,000,000  Issued: None
                              
                              
                              -
                              
                              
                              
                              -Common
      Stock, $.001 par valueAuthorized:
      200,000,000 Issued: 15,500,000
                              
                              
                              15,500
                              
                              
                              
                              15,500Additional paid
      in capital
                              
                              
                              66,500
                              
                              
                              
                              66,500Accumulated
      deficit during exploration stage
                              
                              
                              (83,450
                              )
                              
                              
                              (75,117
                              )Total
      Stockholders' Equity
                              
                              
                              (1,450
                              )
                              
                              
                              6,883TOTAL
      LIABILITIES AND EQUITY
                              
                              $
                              -
                              
                              
                              $
                              13,333
   The accompanying notes are an integral part of these financial
statements.
   F-2
 
 CONFEDERATE
      MOTORS, INC.(fka
      FRENCH PEAK RESOURCES INC.)(a
      development stage company)STATEMENT
      OF OPERATIONSFor
      the twelve months ending November 30, 2008 and 2007, andfrom
      inception (May 5, 2005) through November 30, 200812
      MONTHS
                                      
                                      
                                      12
      MONTHS
                                      
                                      
                                      FROMENDING
                                      
                                      
                                      ENDING
                                      
                                      
                                      INCEPTION11/30/2008
                                      
                                      
                                      11/30/2007
                                      
                                      
                                      TO
      11/30/2008REVENUE
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -COST OF SERVICES
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -GROSS PROFIT OR (LOSS)
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -GENERAL AND ADMINISTRATIVE
      EXPENSES
                                      
                                      
                                      8,333
                                      
                                      
                                      
                                      3,090
                                      
                                      
                                      
                                      36,950GENERAL EXPLORATION
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      46,500OPERATING INCOME OR (LOSS)
                                      
                                      
                                      (8,333
                                      )
                                      
                                      
                                      (3,090
                                      )
                                      
                                      
                                      (83,450
                                      )ACCUMULATED DEFICIT -
    BEGINNING
                                      
                                      
                                      (75,117
                                      )
                                      
                                      
                                      (72,027
                                      )
                                      
                                      
                                      -ACCUMULATED DEFICIT -
ENDING
                                      
                                      $
                                      (83,450
                                      )
                                      
                                      $
                                      (75,117
                                      )
                                      
                                      $
                                      (83,450
                                      )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










CONFEDERATE
      MOTORS, INC.(fka
      FRENCH PEAK RESOURCES INC.)(a
      development stage company)STATEMENT
      OF STOCKHOLDERS' EQUITYAs
      of November 30, 2008ADDITIONALCOMMON
                
                
                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
                )
                
                $
                6,883Net
      income (loss)
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (8,333
                )
                
                
                (8,333
                )Balance,
      November 30, 2008
                
                
                15,500,000
                
                
                $
                15,500
                
                
                $
                66,500
                
                
                $
                (83,450
                )
                
                $
                (1,450
                )






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




F-4
  CONFEDERATE
      MOTORS, INC.(fka
      FRENCH PEAK RESOURCES INC.)(a
      development stage company)STATEMENTS
      OF CASH FLOWSFor
      the twelve months ending November 30, 2008 and 2007, andfrom
      inception (May 5, 2005) through November 30, 200812
      MONTHS
                            
                            
                            12
      MONTHS
                            
                            
                            FROMENDING
                            
                            
                            ENDING
                            
                            
                            INCEPTIONCASH FLOWS FROM OPERATING
      ACTIVITIES
                            
                            11/30/2008
                            
                            
                            11/30/2007
                            
                            
                            TO
      11/30/2008Net
      income (loss)
                            
                            $
                            (8,333
                            )
                            
                            $
                            (3,090
                            )
                            
                            $
                            (83,450
                            )Adjustments to
      reconcile net income to net cashprovided
      by  (used in) operating activities:Stock
      issued as compensation
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            12,000Increase
      (Decrease) in accrued expenses
                            
                            
                            (5,000
                            )
                            
                            
                            3,000
                            
                            
                            
                            1,450Total
      adjustments to net income
                            
                            
                            (5,000
                            )
                            
                            
                            3,000
                            
                            
                            
                            13,450Net
      cash provided by (used in) operating activities
                            
                            
                            (13,333
                            )
                            
                            
                            (90
                            )
                            
                            
                            (70,000
                            )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
                            
                            
                            (13,333
                            )
                            
                            
                            (90
                            )
                            
                            
                            -Cash -
      beginning balance
                            
                            
                            13,333
                            
                            
                            
                            13,423
                            
                            
                            
                            -CASH BALANCE END OF PERIOD
                            
                            $
                            -
                            
                            
                            $
                            13,333
                            
                            
                            $
                            -
   The accompanying notes are an integral part of these financial
statements.







F-5


CONFEDERATE
MOTORS, INC.
 (fka
FRENCH PEAK RESOURCES INC.)
 (a
development stage company)
  NOTES
TO FINANCIAL STATEMENTS
 As
Of November 30, 2008







NOTE  1  -  OPERATIONS  AND  BASIS  OF  PRESENTATION





Confederate
Motors, Inc. (fka French Peak Resources, Inc.)(the Company)was incorporated on
May 5, 2005 in the State of Delaware. The Company was an exploration stage
mining company. However, after the change in ownership on October 7, 2008, the
Company plans to locate and negotiate with a business entity for the combination
of that target company with The Company. The combination will normally take the
form of a merger, stock-for-stock exchange or stock-for assets exchange. In most
instances the target company will wish to structure the business combination to
be within the definition of a tax-free reorganization under Section 351 or
Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can
be given that The Company will be successful in locating or negotiating with any
target company.





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


CONFEDERATE
MOTORS, INC.
 (fka
FRENCH PEAK RESOURCES INC.)
 (a
development stage company)
  NOTES
TO FINANCIAL STATEMENTS
 As
Of November 30, 2008




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.








Earnings
Per Share:





F-7


CONFEDERATE
MOTORS, INC.
 (fka
FRENCH PEAK RESOURCES INC.)
 (a
development stage company)
  NOTES
TO FINANCIAL STATEMENTS
 As
Of November 30, 2008





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 from inception through October 6, 2008 was
offset by the Company’s net operating loss carry-forward therefore the
provisions for income tax in the income statement is $0.  The
accounting for these losses derives a deferred tax asset for the period from
inception to October 6, 2008 of 15,759. However, $78,793 of the net operating
loss carryforwards are disallowed due to the change in ownership of more than
50% and the change in continuity of business enterprise.





No
provision was made for federal income tax since the Company has significant net
operating losses. From October 7, 2008 through November 30, 2008, the Company
incurred net operating losses for tax purposes of approximately $4,657. The net
operating loss carry forwards may be used to reduce taxable income through 2028.
The availability of the Company’s net operating loss carry-forwards are subject
to limitation when there is a 50% or more 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, 2008 are as
follows:




Deferred
      tax assets:Federal
      net operating loss
                
                $
                698State
      net operating loss
                
                
                233Total
      deferred tax assets
                
                
                931Less
      valuation allowance
                
                
                (931
                )$
                --




The
Company has provided a 100% valuation allowance on the deferred tax assets at
November 30, 2008 to reduce such asset to zero, since there is no assurance
that





F-8


CONFEDERATE
MOTORS, INC.
 (fka
FRENCH PEAK RESOURCES INC.)
 (a
development stage company)
  NOTES
TO FINANCIAL STATEMENTS
 As
Of November 30, 2008


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, 2008 and November 30, 2007 is as
follows:




2008
                        
                        2007Federal
      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





Preferred
Stock:





The
Company has authorized twenty five million (25,000,000) shares of blank check
preferred stock with a par value of $0.0001. None are issued and
outstanding.




Common
Stock:





The
Company has authorized two hundred million (200,000,000) 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.





On
October 7, 2008, pursuant to the change in officer and director, the Company
issued to the incoming officer and director an aggregate of 12,000,000 shares of
common Stock and cancelled the 12,000,000 shares of common stock previously
issued to Robert Waters, the Company’s resigning officer and
director.  Upon the change of officer and director, Ms. Ruth Shepley,
the incoming officer and director, attained voting control of the
Company.








F-9


CONFEDERATE
MOTORS, INC.
 (fka
FRENCH PEAK RESOURCES INC.)
 (a
development stage company)
  NOTES
TO FINANCIAL STATEMENTS
 As
Of November 30, 2008


Common
Stock Recorded as Compensation:





During
October 2008, the Company authorized to adopt the 2008 Equity Incentive Plan,
pursuant to which up to an aggregate of 1,105,000 shares of the Company’s common
stock shall be reserved for issuance to employees and non-employee directors of
and consultants to the Company in connection with their retention and/or
continued employment by the Company.





The stock
compensation that has been granted falls under Rule 144.  Compliance
with Rule 144 is discussed in the following paragraph.





In
general, under Rule 144 as currently in effect, a person who has beneficially
owned shares of a company's common stock for at least one year is entitled to
sell within any three month period a number of shares that does not exceed the
greater of:





1.    1%
of the number of shares of the company's common stock then
outstanding.





2.    The
average weekly trading volume of the company's common stock during
the


four
calendar weeks preceding the filing of a notice on form 144 with respect to the
sale.





Sales
under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.





NOTE
7 – CONTRACTS AND AGREEMENTS





On July
15, 2005 the Company entered into a purchase agreement with an individual, David
Deering, whereby a 100% interest in 46 mineral claims located 65Km Northeast of
Smithers, British Columbia, Canada was purchased.  The Company has
satisfied the initial payment of $46,500. Subsequently from the initial payment
the Company defaulted on the next payment per the purchase
agreement.  The mineral claims, per the purchase agreement, have
reverted back to the seller.





NOTE
8 -  COMMITMENTS  AND  CONTINGENCIES





Commitments
of the Company include the responsibility to the registration costs of the
proposed filing.





Management
is not aware of any contingent matters that could have a material adverse effect
on the Company’s financial condition, results of operations, or
liquidity.




NOTE
9 -  LITIGATION, CLAIMS AND ASSESSMENTS





From time
to time in the normal course of business the Company will be involved in
litigation. The Company’s management has determined any asserted or unasserted
claims to be immaterial to the financial statements.











F-10


CONFEDERATE
MOTORS, INC.
 (fka
FRENCH PEAK RESOURCES INC.)
 (a
development stage company)
  NOTES
TO FINANCIAL STATEMENTS
 As
Of November 30, 2008




NOTE
10 – GOING CONCERN





The
accompanying financial statements have been prepared assuming that the company
will continue as a going concern. As discussed in the notes to the financial
statements, the Company has experienced losses from inception. The Company’s
financial position and operating results raise substantial doubt about its
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.





The
Company lacks an operating history and has losses which we expect to
continue


into the
future.





The
Company was incorporated in May 2005 and has not started the proposed business
operations or realized any revenues. The Company has no operating history upon
which an evaluation of our future success or failure can be made. The ability to
achieve and maintain profitability and positive cash flow is dependent
upon:





-
            ability
      to locate a profitable mineral
property


-
            ability
      to generate revenues


-
            ability
      to raise the capital necessary to continue exploration of the
      property.





Based
upon current plans, the Company expects to incur operating losses in future
periods.  This will happen because there are expenses associated with
the research and exploration of mineral properties. The Company cannot guarantee
that it will be successful in generating revenues in the future. Failure to
generate revenues may cause the Company to go out of business.





The
company intends to generate additional capital from the public markets to
increase its ability to locate profitable mineral property and generate
revenues.  The Company may also consider public or private debt
transactions and/or private placement, but has no such actions in place at this
time.





NOTE
11 – SUBSEQUENT EVENTS





On
December 18, 2008, the Company authorized a 3.167420814-for-1 reverse split on
its issued and outstanding common stock.








F-11






Item
9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE




Our
accountant is Gately & Associates, L.L.C., independent certified public
accountants. Unless we close the reverse merger with Confederate Motor Company,
Inc., we do not presently intend to change accountants. At no time have there
been any disagreements with such accountants regarding any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.




Item
9A.  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, 2008. Based
on this evaluation, our principal executive officer and principal financial
officers 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 based on the material weakness described
below:





MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING





Management
of the Company is responsible for establishing and maintaining effective
internal control over financial reporting as defined in Rule 13a-15(f) under the
Exchange Act.  The Company’s internal control over financial reporting
is designed to provide reasonable assurance to the Company’s management and
Board of Directors regarding the preparation and fair presentation of published
financial statements in accordance with United State’s generally accepted
accounting principles (US GAAP), including those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the company, (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with US GAAP and that receipts and expenditures are being made only
in accordance with authorizations of management and directors of the company,
and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial
statements.




Management
conducted an evaluation of the effectiveness of internal control over financial
reporting based on the framework in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission.  Management’s assessment included an evaluation of the
design of our internal control over financial reporting and testing of the
operational effectiveness of our internal control over financial
reporting.  Based on this assessment, Management concluded the Company
maintained effective internal control over financial reporting as of November
30, 2008.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.




This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit the Company to provide only management’s report in this
Annual Report.





PART
III




Item
10.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT





Our
executive officers and directors and their ages as of February 10, 2009 is as
follows:




NAME
            AGE
            POSITIONRuth
      Shepley
            64
            Sole
      Director and CEO, CFO and Secretary




Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years.







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Ruth Shepley, 64, Director,
CEO, CFO and Secretary




Ruth
Shepley, age 64, Ms. Shepley has been a business entrepreneur and investor for
over 30 years. Ms. Shepley has owned and operated several small businesses,
including a quick printing company, a full service hair salon, an
employment agency, and a video dating company. For the last 10 years Ms. Shepley
has primarily been a private investor.  She also published a book
called Single Source and ran an internet travel agency.   Her
expertise is in running and managing small businesses.  Ms. Shepley
attended the University of Houston.




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 stockholders 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.





Current
Issues and Future Management Expectations





No board
audit committee has been formed as of the filing of this Annual
Report.




Compliance
With Section 16(A) Of The Exchange Act.




Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% 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 and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended November 30,
2008.




Code
of Ethics




The
Company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.





Item
11.      EXECUTIVE COMPENSATION





The table
below summarizes all compensation awarded to, earned by, or paid to our
executive officers by any person for all services rendered in all capacities to
us from the date of our inception until the fiscal year ended November 30, 2008
and 2007.




Name
      and Principal Position
              Year
              
              Salary
              
              
              Bonus
              
              
              Stock
      Awards
                ($)
              
              
              Option
      Awards
                ($)
              
              
              Totals
                ($)Ruth
      Shepley, Chief Executive Officer, Chief Financial Officer, Secretary,
      Treasure, and Director
              2008
              
              $
              0
              
              
              
              N/A
              
              
              
              N/A
              
              
              
              N/A
              
              
              $
              02007
              
              $
              N/A
              
              
              
              N/A
              
              
              
              N/A
              
              
              
              N/A
              
              
              $
              N/ARobert
      Waters, President, Chief Executive Officer, Chief Financial
      Officer
              2008
              
              $
              0
              
              
              
              N/A
              
              
              
              N/A
              
              
              
              N/A
              
              
              $
              02007
              
              $
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              $
              0




Stock
Option Grants





None.





Employment
Agreements




We do not
have any employment agreements in place with our sole officer and
director.





Compensation of
Directors





Directors
do not receive any compensation for their services as directors. The Board of
Directors has the authority to fix the compensation of directors. No amounts
have been paid to, or accrued to, directors in such capacity.







7
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Item
12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT




The
following table sets forth each person known by us to be the beneficial owner of
five percent or more of the Company's Common Stock, all directors individually
and all directors and officers of the Company as a group. Except as noted, each
person has sole voting and investment power with respect to the shares
shown.





Name
      And Address Of
              Beneficial
      Owner (1)
            Amount
      And Nature Of
              Beneficial
      Ownership
            Percent
      Of Outstanding
              Shares5%
      Stockholders, Director And Named Executive OfficerRuth
      Shepley
            12,000,000
            77.41%Officers
      And Directors
              As
      A Group (1 In Number)
            12,000,000
            77.41%




(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
13.      CERTAIN RELATIONSHIPS AND RELATED
TRANSACTION, AND DIRECTOR INDEPENDENCE





None.





Item
14.      PRINCIPAL ACCOUNTANT FEES AND
SERVICES





Audit
Fees




For the
Company’s fiscal years ended November 30, 2008 and 2007, we were billed
approximately $1,500 and $1,250 for professional services rendered for the audit
and review of our financial statements.




Audit Related
Fees





There
were no fees for audit related services for the years ended November 30, 2008
and 2007.





Tax Fees




For the
Company’s fiscal years ended November 30, 2008 and 2007, 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, 2008 and
2007.




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.





Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before our auditor is engaged by us to render any auditing or permitted
non-audit related service, the engagement be:





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-approved
by our audit committee; or





-entered
into pursuant to pre-approval policies and procedures established by the audit
committee, provided the policies and procedures are detailed as to the
particular  service,  the  audit committee is
informed of each service, and such policies and procedures do not include
delegation of the audit committee's responsibilities to management.





We do not
have an audit committee.  Our entire board of directors pre-approves
all services provided by our independent auditors. The pre-approval process has
just been implemented in response to the new rules. Therefore, our board of
directors does  not have  records of  what
percentage of the above fees were pre-approved.  However, all of the
above services and fees were reviewed and approved by the entire board of
directors either before or after the respective services were
rendered.







PART
IV





Item
15.     EXHIBITS, FINANCIAL STATEMENT
SCHEDULES.




a)
Documents filed as part of this Annual Report




1.
Consolidated Financial Statements




2.
Financial Statement Schedules




3.
Exhibits




14.1
            Code
      of Ethics31.1
            Certification
      of President, Chief Executive Officer, Chief Financial Officer, Chairman
      of the Board of Directors Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
            Certification
      of President, Chief Executive Officer, Chief Financial Officer, Chairman
      of the Board of Directors Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002







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SIGNATURES




In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this Annual Report to be signed on its
behalf by the undersigned, thereunto duly authorized.




Dated:
February 10, 2009




By/s/Ruth
Shepley


Ruth
Shepley,


President,


Chief
Executive Officer,


Chief
Financial Officer,


Principal
Accounting Officer







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.




Signature
            
            Title
            
            Date/s/Ruth
      Shepley
            
            President,
            
            February
      10, 2009Ruth
      Shepley
            
            Chief
      Executive Officer,
              Chief
      Financial Officer, Principal Accounting Officer