UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549




FORM 10-K




x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the fiscal year ended: November 30, 2010




or




o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the transition period from ________________ to __________________




Commission File Number 333-145979




FRESH START PRIVATE HOLDINGS, INC.





(Formerly River Exploration, Inc.)


(Exact name of registrant as specified in its charter)




Nevada

20-5886006(State or other jurisdiction

of incorporation or organization)

(IRS Employer

Identification No.)112 North Curry Street

Carson City, Nevada

89703(Address of principal executive offices)

(Zip Code)




Registrant's telephone number, including area code: (775) 321-8267




Indicate by check mark if the registrant is a well-known seasoned issuer, as




defined by Rule 405 of the Securities Act. Yes o No o




Indicate by check mark whether the registrant is not required to file reports




pursuant to Section 13 or 15(d) of the Act. Yes o No o




Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o




Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.




Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x


(Do not check if a smaller reporting company)




Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes x No o




State the 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 ask price of such common equity: As of August 15, 2011, the aggregate value of voting and non-voting common equity held by non-affiliates was approximately $201,840.










TABLE OF CONTENTS


Page NumberPART IItem 1
Business


3Item 1A
Risk Factors


4Item 1B
Unresolved Staff Comments


4Item 2
Properties


4Item 3
Legal Proceedings


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


4PART IIItem 5
Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities


5Item 6
Selected Financial Data


5Item 7
Management's Discussion and Analysis of Financial Condition and Results of Operation


5Item 7A
Quantitative and Qualitative Disclosure about Market Risk


6Item 8
Financial Statements and Supplementary Data


6Item 9
Changes an Disagreements With Accountants on Accounting and Financial Disclosure


20Item 9A(T)
Controls and Procedures


20Item 9B
Other Information


21PART IIIItem 10
Directors, Executive Officers and Corporate Governance


22Item 11
Executive Compensation


24Item 12
Security Ownership of Certain Beneficial Owners and Management


24Item 13
Certain Relationships and Related Transactions and Director Independence


25Item 14
Principal Accounting Fees and Services


25PART IVItem 15
Exhibits and Financial Statement Schedules


25


2





PART 1




ITEM 1: BUSINESS




Overview




Fresh Start Private Holdings, Inc. ("Fresh Start Private Holdings" the "Company," "we," "us") is an exploration stage company originally incorporated as River Exploration, Inc. on November 1, 2006, in the State of Nevada, to engage in the business of natural resource exploration in the Province of British Columbia.




On December 29, 2009 the Board of Directors and the consenting stockholder adopted and approved a resolution to effect an amendment to our Certificate of Incorporation to change of our name from "River Exploration, Inc." to "Fresh Start Private Holdings, Inc.". Effective March 1, 1010 the Company’s name was changed to Fresh Start Private Holdings, Inc.




The Company has not been involved in any bankruptcy, receivership or similar proceedings since its incorporation nor has it been involved in any reclassification, merger or consolidation. We have no plans to change our business activities.




General




On December 31, 2006, the Company entered into an Option Agreement with its sole officer and director, Andrew Aird. The Company optioned the mineral title to the Pretty Girl, New Chum, Venus, Beauty, Old Chum, Minnie Ha Ha Fr., Delos, Calamity Jane, Trojan, Horse, Ass and Burro claims (totaling 53 units) registered collectively as the Pretty Girl 3 and Pretty Girl 4 claims. The Company has allowed the option agreement to lapse as from June 30, 2009 and we continue to investigate new mineral claims. We have not yet undertaken any exploration activity.




PLAN OF OPERATION




Over the next 12 months, we plan to investigate and negotiate mineral claims in order to begin staged exploration activities to determine if there are economically feasible mineral reserves situated thereon.




Upon securing a mineral claim, we plan to initiate exploration.  The initial stage of our exploration plan of operations will be to (i) perform a legal survey to relocate the exact boundaries of the claims, (ii) geologically map and rock sample, the mapped and unmapped portions of the claim.  To begin any exploration activity, the Company will require additional funding.




We do not anticipate the purchase or sale of any plant or equipment.




We do not anticipate hiring any employees. Any work on any mineral claims will be conducted by unaffiliated independent contractors.




3




ITEM 1A. RISK FACTORS




We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.




ITEM 1B. UNRESOLVED STAFF COMMENTS




We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.




ITEM 2. PROPERTIES




We do not own any real estate or other properties.




ITEM 3. LEGAL PROCEEDINGS




The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.




No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.




ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS




On April 1, 2010 the Board of Directors and the consenting stockholder adopted and approved a resolution to effect a reverse stock split of all issued and outstanding shares of common stock of Fresh Start Private Holdings, at a ratio of two hundred and fifty-for-one (250:1).




4




PART II




ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES




Fresh Start Private Holdings's ticker symbol for its shares of common stock quoted on the Over-the-Counter Bulletin Board is "FSPH".




As of November 30, 2010 we had thirty-two (32) active shareholders of record. The Company has not paid cash dividends and has no outstanding options.




ITEM 6. SELECTED FINANCIAL DATA




We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.




ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS




The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report.




This report contains forward looking statements relating to our Company's future economic performance, plans and objectives of management for future operations, projections of revenue mix and other financial items that are based on the beliefs of, as well as assumptions made by and information currently known to, our management. The words "expects", "intends", "believes", "anticipates", "may", "could", "should" and similar expressions and variations thereof are intended to identify forward-looking statements. The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement.




Our auditor's report on our November 30, 2010 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to pay our bills. This doubt exists because we have not generated any revenues and no revenues are anticipated until we secure another mineral claim and begin removing and selling minerals. Our only other source of cash at this time is advances from our officer and director and investment by others through loans or sale of our common equity. Our success or failure will be determined by what we find under the ground. See "November 30, 2010 Audited Financial Statements - Auditors Report."




As of November 30, 2010, Fresh Start Private Holdings had $1,399 of cash on hand. Management believes this amount will not satisfy our cash requirements for the next twelve months or until such time that additional proceeds are raised. We plan to satisfy our future cash requirements - primarily the working capital required for any planned exploration activities and to offset legal and accounting fees - by additional equity financing. This will likely be in the form of private placements of common stock.




If we are unsuccessful in raising the additional proceeds through a private placement offering we will then have to seek additional funds through debt financing, which would be highly difficult for a new exploration stage company to secure. We anticipate that our current cash and cash equivalents and cash generated from financing activities will be insufficient to satisfy our liquidity requirements for the next 12 months. We expect to incur exploration and administrative expenses as well as professional fees and other expenses associated with maintaining our SEC filings. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our exploration activities, which could harm our business, financial condition and operating results. Additional funding may not be available on favorable terms, if at all.




5




Total expenses in the fiscal year ending November 30, 2010 were $43,305 resulting in an operating loss in the fiscal year of $43,305. The operating loss for the period is a result of professional fees in the amount of $29,934, office and general expenses in the amount of $12,546 and foreign exchange loss of $825. Since inception we have incurred operating expenses of $131,557. As of November 30, 2010 the Director has advanced $36,238to the Company and the Company has obtained a loan of $36,049to maintain its operations. These amounts are unsecured, non-interest bearing and without specific terms of repayment.  At November 30, 2010 the Company also had a loan including accrued interest of $12,469 from a third party for the purposes of funding its operations. The loan agreement establishes no set date for repayment and bears 4% interest.




Fresh Start Private Holdings has no current plans, preliminary or otherwise, to merge with any other entity.




OFF BALANCE SHEET ARRANGEMENTS




As of the date of this annual report, the current funds available to the Company will not be sufficient to continue operations. The cost to maintain the Company and begin operations has been estimated at $75,800 over the next twelve months and the cost of maintaining its reporting status is estimated to be $20,000 over the same period. Our officer and director, Mr. Aird has undertaken to provide the Company with operating capital to sustain our business over the next twelve month period, as the expenses are incurred, in the form of a non-secured loan. However, there is no contract in place or written agreement securing this undertaking. Management believes if the Company cannot raise sufficient revenues or maintain our reporting status with the SEC we will have to cease all efforts directed towards the Company. As such, any investment previously made would be lost in its entirety.




On December 31, 2006 the Company entered into an option agreement with its President to purchase a 100% undivided interest in two mining claims located in the Invermere area, British Columbia, Canada. The Company, according to the option agreement, must complete exploration expenditure of $12,500 on or before March 31, 2008, a further $45,000 of completed exploration expenditures on or before March 31, 2009, for an aggregate total of minimum exploration expenses of $57,500. The option agreement was extended to September 30, 2008, and then again to March 31, 2009.




On March 23, 2009 the option agreement was further amended to extend the date of the minimum exploration expense payment from March 31, 2009 to June 30, 2009.




As of June 30, 2009 the Company expended $6,044 in exploration expenses and not met the required minimum exploration expenses by that date., As of that date, the Company allowed the option agreement to lapse.




There are no other off-balance sheet arrangements currently contemplated by management or in place that are reasonably likely to have future effect on the business, financial condition, revenue, or expenses and/or result of operations.




ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.




ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




6

















FRESH START PRIVATE HOLDINGS, INC.


(Formerly RIVER EXPLORATION, INC.)


(An Exploration Stage Company)





FINANCIAL STATEMENTS








NOVEMBER 30, 2010
















REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


8BALANCE SHEETS


9STATEMENTS OF OPERATIONS


10STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)


11STATEMENTS OF CASH FLOWS


12NOTES TO THE FINANCIAL STATEMENTS


13 to 19




7
 
  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   CHARTERED

ACCOUNTANTS

MacKay LLP
1100 – 1177 West Hastings Street

Vancouver, BC  V6E 4T5

Tel:  (604) 687-4511

Fax: (604) 687-5805

Toll Free: 1-800-351-0426

www.mackay.ca
  Report of Independent Registered Public Accounting Firm
 To the Shareholders of
 Fresh Start Private Holdings, Inc.
 (Formerly River Exploration, Inc.)
 (an Exploration Stage Company)
 
 We have audited the balance sheets of Fresh Start Private Holdings, Inc. (Formerly River Exploration, Inc.) (an Exploration Stage Company) as at November 30, 2010 and 2009 and the statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended and the period from incorporation on November 1, 2006 to November 30, 2010.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.
 
 We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatements.  The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
 In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at November 30, 2010 and 2009 and the results of its operations and its cash flows for the years then ended and the period from incorporation on November 1, 2006 to November 30, 2010 in conformity with U.S. generally accepted accounting principles.
 
 The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to financial statements, the Company is in the exploration stage, and has no permanently established source of revenue and is dependent on its ability to raise capital from shareholders or other sources to sustain operations.  These factors, along with other matters as set forth in Note 1, raise substantial doubt that the Company will be able to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
  Vancouver, Canada
“MacKay LLP”August 12, 2011
Chartered Accountants
 8





FRESH START PRIVATE HOLDINGS, INC.


(Formerly RIVER EXPLORATION, INC.)


(An Exploration Stage Company)





BALANCE SHEETS





November 30,

2010


November 30,

2009ASSETSCURRENT ASSETSCash

$
1,399


$
689Prepaid expenses


406



-TOTAL ASSETS

$
1,805


$
689LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable and accrued liabilities

$
38,375


$
24,948Due to related party (Note 6)


36,238



18,462Loans payable (Note 5)


36,049



22,831TOTAL CURRENT LIABILITIES


110,662



66,241STOCKHOLDERS’ EQUITY (DEFICIT )Capital stockAuthorized200,000,000 shares of common stock, $0.001 par value,Issued and outstanding280,920 shares of common stock (2009 – 280,920)


281



281Additional paid-in capital


22,419



22,419Deficit accumulated during the exploration stage


(131,557
)


(88,252
)Total stockholders’ equity (deficit)


(108,857
)


(65,552
)Total Liabilities and Stockholders’ Equity (Deficit)

$
1,805


$
689








Going Concern (Note 1)





Approved on behalf of the Board:








______________________


Director







The accompanying notes are an integral part of these financial statements




9





FRESH START PRIVATE HOLDINGS, INC.


(Formerly RIVER EXPLORATION, INC.)


(An Exploration Stage Company)





STATEMENTS OF OPERATIONS




Year ended

November 30,

2010


Year ended

November 30,

2009


Cumulative results of operations from November 1, 2006 (date of inception) to November 30, 2010EXPENSESOffice and general

$
12,546


$
2,731


$
22,277Foreign exchange loss (gain)


825



2,022



(1,767
)Natural resource propertyexpenses (Note 4)


-



-



6,044Professional fees


29,934



25,672



105,003NET andCOMPREHENSIVE LOSS

$
43,305


$
30,425


$
131,557






BASIC AND DILUTED NET LOSS PER COMMON SHARE

$
0.00


$
0.00WEIGHTED AVERAGE NUMBER OF BASIC AND DILUTED COMMON SHARES OUTSTANDING


280,920



762,913





The accompanying notes are an integral part of these financial statements




10





FRESH START PRIVATE HOLDINGS, INC.


(Formerly RIVER EXPLORATION, INC.)


(An Exploration Stage Company)





STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)


Cumulative from inception November 1, 2006 to November 30, 2010




Common Stock


Additional Paid-in Capital


Share Subscription Receivable


Deficit Accumulated During the Exploration Stage


TotalCommon stock issued for cash at $0.005555 per share- November 16, 2006


1,710,000


$
1,710


$
7,790


$
-


$
-


$
9,500- Share Subscription receivable


-



-



-



(9,500
)


-



(9,500
)Net loss for the period


-



-



-



-



(1,413
)


(1,413
)Balance, November 30, 2006


1,710,000



1,710



7,790



(9,500
)


(1,413
)


(1,413
)Share subscription received


-



-



-



9,500



-



9,500Common stock issued for cash at $0.11111 per share – October 2007


79,200



79



8,721



-



-



8,800– November 2007


21,600



22



2,378



-



-



2,400Net loss for year


-



-



-



-



(24,090
)


(24,090
)Balance, November 30, 2007


1,810,800



1,811



18,889



-



(25,503
)


(4,803
)Net loss for year


-



-



-



-



(32,324
)


(32,324
)Balance, November 30, 2008


1,810,800



1,811



18,889



-



(57,827
)


(37,127
)Common stock redeemed at $0.005555 – March 25, 2009


(1,530,000
)


(1,530
)


(6,970
)


-



-



(8,500
)Common stock issued for cash at $87.50 per share – June 2009


120



-



10,500



-



-



10,500Net loss for year


-



-



-



-



(30,425
)


(30,425
)Balance, November 30, 2009


280,920



281



22,419



-



(88,252
)


(65,552
)Net loss for year


-



-



-



-



(43,305
)


(43,305
)Balance, November 30, 2010


280,920


$
281


$
22,419


$
-


$
(131,557
)

$
(108,857
)





All share amounts have been restated to reflect the 45 to1 forward split in March 2009.





All share amounts have been restated to reflect the 250 to1 reverse split in April 2010.








The accompanying notes are an integral part of these financial statements




11





FRESH START PRIVATE HOLDINGS, INC.


(Formerly RIVER EXPLORATION, INC.)


(An Exploration Stage Company)





STATEMENTS OF CASH FLOWS




Year ended

November 30, 2010


Year ended

November 30, 2009


Cumulative results of operations from November 1, 2006 (date of inception) to November 30, 2010OPERATING ACTIVITIESNet loss for the period

$
(43,305
)

$
(30,425
)

$
(131,557
)Item not involving cashForeign exchange loss (gain)


825



2,022



(1,767
)Adjustments to reconcile net loss tonet cash used in operating activities- prepaid expense


(406
)


604



(406
)- accounts payable and accrued liabilities


13,351



14,423



38,299NET CASH USED IN OPERATING ACTIVITIES


(29,535
)


(13,376
)


(95,431
)INVESTING ACTIVITY


-



-



-FINANCING ACTIVITIESProceeds from issuance of common stock


-



2,000



22,700Due to related party


17,776



-



36,238Loans received


12,469



9,578



37,892NET CASH PROVIDED BY FINANCING ACTIVITIES


30,245



11,578



96,830NET INCREASE (DECREASE) IN CASH


710



(1,798
)


1,399CASH, BEGINNING OF PERIOD


689



2,487



-CASH, END OF PERIOD

$
1,399


$
689


$
1,399





Supplemental cash flow information


Cash paid for:


Interest



$
-


$
-


$
-





Income taxes



$
-


$
-


$
-





Supplemental non cash transactions:


Redemption of common stock and Loan from related party



$
-


$
8,500


$
8,500





The accompanying notes are an integral part of these financial statements




12





FRESH START PRIVATE HOLDINGS, INC.


(Formerly RIVER EXPLORATION, INC.)


(An Exploration Stage Company)


NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED NOVEMBER 30, 2010





NOTE 1 – NATURE OF OPERATIONS


River Exploration, Inc. (the “Company”) was incorporated on November 1, 2006 under the laws of the State of Nevada and extra-provincially registered under the laws of the Province of British Columbia on January 11, 2007. The Company is in the initial exploration stage and was organized to engage in the business of natural resource exploration in the Province of British Columbia.





On March 5, 2010 the Company’s name was changed to Fresh Start Private Holdings, Inc.





Going concern





The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplate the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. As of November 30, 2010, the Company has an accumulated deficit of $131,557, and if the Company is unable to obtain adequate capital, it could be forced to cease operations.





In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.





The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.





NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Exploration Stage Company





The Company is considered to be in the Exploration stage.  The Company is devoting substantially all of its present efforts to exploring and developing its mineral property interest.





Accounting Method





The accounting and reporting policies of the Company conform to United States generally accepted accounting principles applicable to exploration stage enterprises.




13





NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Natural Resource Properties





The Company is in the exploration stage and has not yet realized any revenue from its planned operations. It is primarily engaged in the acquisition, exploration, and development of natural resource properties. Natural resource property acquisition and exploration costs are expensed as incurred. When it has been determined that a natural resource property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be depreciated using the units-of-production method over the estimated life of the probable reserve.





Segmented Reporting





SFAS Number 131 (Codified under ASC 280), “Disclosure About Segments of an Enterprise and Related Information”, changed the way public companies report information about segments of their business in their quarterly reports issued to shareholders.  It also requires entity-wide disclosures about the products and services the entity provides, the material countries in which it holds assets and reports revenues and its major customers.





For the period ended November 30, 2010, all operations took place in British Columbia, Canada.




Comprehensive Loss





SFAS No. 130 (Codified under ASC 220), “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at November 30, 2010, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.





Use of Estimates and Assumptions





Preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period.  Accordingly, actual results could differ from those estimates.





Fair Value of Financial Instruments and Derivative Financial Instruments





The Company has adopted FASB accounting standard for Disclosure about Derivative Financial Instruments and Fair Value of Financial Instruments.  The carrying amounts of cash, and accounts payable and accrued liabilities approximate their fair values because of the short maturity of these items.  Certain fair value estimates may be subject to and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision.  Changes in assumptions could significantly affect these estimates.  The Company does not hold or issue financial instruments for trading purposes, nor does it utilize derivative instruments in the management of its foreign exchange, commodity price, or interest rate market risks.




14




NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Loss per Common Share





Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the earnings of the Company. Because the Company does not have any potential dilutive securities, basic and diluted loss per share are the same.





Income Taxes





The Company follows the liability method of accounting for income taxes in accordance with FASB accounting standards for Accounting for Income Taxes and Accounting for Uncertainty in Income Taxes.  Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances.  Deferred tax assets and liabilities are measured using





enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.





Foreign Currency Translation





The Company’s functional and reporting currency is the U.S. dollar. All transactions initiated in foreign currencies are translated into U.S. dollars as follows:




a)   monetary assets and liabilities at the rate of exchange in effect at the balance sheet date;


b)   non-monetary assets at historical exchange rates;


c)   revenue and expense items at the average rate of exchange prevailing during the period; and


d)   gains and losses from foreign currency transactions are included in the statements of operations.





Stock-based Compensation





The Company accounts for stock-based compensation issued to employees based on FASB accounting standard for Share Based Payment. It requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). It requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. The scope of the FASB accounting standard includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans.





As at November 30, 2010 the Company had no stock-based compensation plans nor had it granted any stock options.  Accordingly no stock-based compensation has been recorded to date.




15





NOTE 3 – RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS


In May 2009, the FASB issued Accounting Standards Codification (“ASC”) 855-10, Subsequent Events (“ASC 855-10”) (amended in February 2010) (formerly SFAS Statement No 165), which establishes principles and requirements for subsequent events.  In particular, ASC 855-10 sets forth: (a) the period after the balance sheet date during which management of a reporting entity shall evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (b)x the circumstances under which an entity shall recognize events or transactions occurring after the balance sheet date in its financial statements; and (c) the disclosures that an entity shall make about events or transactions that occurred after the balance sheet date.  The adoption of this new standard did not have an impact on the Company’s financial statements.





In June 2009, the FASB issued new guidance which is now part of ASC 810-10 (formerly SFAS Statement No. 167), to improve financial reporting by enterprises involved with variable interest entities.  The FASB undertook this project to address (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities (which is now part of ASC 810-10), as a result of the elimination of the qualifying special-purpose entity, and (2) constituent concerns about the application of certain key provisions of ASC 810-10, including those in which the accounting and disclosures under ASC 810-10 do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity.  This new guidance is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter.  Earlier application is prohibited.  The adoption of this guidance on December 1, 2009 did not have an impact on the Company’s financial statements.





In June 2009, the FASB issued new guidance which is now part of ASC 105-10 (the “Codification”) (formerly Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles), which will become the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities.  Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.  On the effective date of the Codification, the Codification will supersede all then-existing non-SEC accounting and reporting standards.  All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative.  The Codification is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  The adoption of the Codification only had the effect of amending references to authoritative accounting guidance in the Company’s financial statements.





In January 2010, the FASB issued Accounting Standards Update No. 2010-06, “Fair Value Measurements and Disclosures” (“ASU 2010-06”).  This update provides amendments to ASC Topic 820, “Fair Value Measurements and Disclosure”, that requires new disclosure for transfers in and out of Levels 1 and 2 and activity in Level 3 fair value measurements.  The update also provides amendments that clarify existing disclosures surrounding levels of disaggregation and inputs and valuation techniques.  ASU 2010-06 is effective for reporting periods beginning after December 15, 2009 with the exception of Level 3 activity fair value measurements which is effective for reporting periods beginning after December 15, 2010.





In April 2010, the FASB issued Accounting Standards Update No. 2010-13 “Compensation – Stock Compensation” (“ASU 2010-13”).  This update addresses whether an employee stock option should be classified as a liability or as an equity instrument if the exercise price is denominated in the currency in which a substantial portion of the entity’s equity securities trades.  That currency may differ from the entity’s functional currency and from the payroll currency of the employee receiving the option.  This update provides amendments to ASC 718, “Compensation – Stock Compensation” to clarify that an employee share-based payment award that has an exercise price denominated in the currency of the market in which a substantial portion of the entity’s equity shares trades should not be considered to contain a condition that is not a market, performance, or service condition.  Therefore, an entity should not classify such an award as a liability if it otherwise qualifies as equity.  ASU 2010-13 is effective for reporting periods beginning after December 15, 2010.




16


NOTE 4 – NATURAL RESOURCE PROPERTIES and RELATED EXPLORATION EXPENSES


On December 31, 2006 the Company entered into an option agreement with its President to purchase a 100% undivided interest in two mining claims located in the Invermere area, British Columbia, Canada.





The Company, according to the option agreement, must complete exploration expenditures of $12,500 on or before March 31, 2008, a further $45,000 of completed exploration expenditures on or before March 31, 2009, for an aggregate total of minimum exploration expenses of $57,500. The option agreement has since been extended to September 30, 2008, and then again to March 31, 2009.





On March 23, 2009 the option agreement was further amended to extend the date of the minimum exploration expense payment from March 31, 2009 to June 30, 2009.





As of June 30, 2009, the Company expended $6,044 in exploration expenses and had not met the required minimum exploration expenses by that date.  As of that date, the Company allowed the option agreement to lapse.





NOTE 5– LOANS PAYABLE


At November 30, 2010 the Company had a loan of $23,580 (Cdn$25,000) (2009 - $22,831) from a third party for the purposes of funding its operations. The loan agreement establishes no set date for repayment, is non-interest bearing, unsecured and is payable on demand; accordingly fair value cannot be reliably determined.





At November 30, 2010 the Company had a loan including accrued interest of $12,469 (2009 - $Nil) from a third party for the purposes of funding its operations. The loan agreement establishes no set date for repayment, bears 4% interest, unsecured and is payable on demand, accordingly fair value cannot be reliably determined.





NOTE 6– DUE TO RELATED PARTY


Fresh Start Private Holdings, Inc. owes the sole director and President of the Company $36,238 (2009 - $18,462).  There are no definite repayment terms, no security or accruing interest. Accordingly fair value cannot be determined.


NOTE 7 – CAPITAL STOCK


As of March 25, 2009, the sole Director redeemed 1,530,000 shares of the common stock in the Company for consideration of $8,500 which was paid originally.





On March 25, 2009 the Company changed its capitalization from 300,000 to 800,000 common shares with a par value of $0.001 per share.  No preferred shares have been authorized or issued.





On March 25, 2009 the directors of the Company approved a special resolution to undertake a forward split of the common stock of the Company on a 45 new shares for 1 old share.





All share amounts have been restated to reflect the 45 to1 forward split in March 2009.





On June 5, 2009, the Company issued 120 common shares at $87.50 per share for gross proceeds of $10,500.





All share amounts have been restated to reflect the 250 to 1 reverse split in April 2010.




17


Note 8–FINANCIAL INSTRUMENTS


The Company’s financial instruments consist of cash, accounts payable and accrued liabilities, due to related party and loans payable. It is management’s opinion that the Company is not exposed to significant interest, currency, or credit risks arising from these financial instruments.





As at November 30, 2010, the Company had the following financial assets and liabilities denominated in Canadian dollars:




Cdn dollarsAccounts payable and accrued liabilities

$
10,600Loans payable

$
25,000





The above amounts are subject to gains and losses arising from fluctuations in the exchange rate between the Canadian dollar and the U.S. dollar. As of November 30, 2010, Canadian dollar amounts were converted at a rate of $1.06 Canadian dollars to $1.00 U.S. dollar.





NOTE 9 – INCOME TAXES


A reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:





November 30,

2010


November 30,

2009Net loss before income taxes per financial statements

$
(43,305
)

$
(30,425
)Income tax rate


35
%


35
%Income tax recovery


(15,157
)


(10,649
)Non-deductible


3,500



–Valuation allowance change


11,657



10,649Provision for income taxes

$
–


$
–





The significant components of deferred income tax assets at November 30, 2010 and 2009 are as follows:





November 30,

2010


November 30,

2009Net operating loss carryforward

$
43,000


$
31,000Valuation allowance


(43,000
)


(31,000
)Net deferred income tax asset

$
–


$
–




18




NOTE 9 – INCOME TAXES (continued)


The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations.  The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards. The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change and which cause a change in management's judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income.





Management has considered the likelihood and significance of possible penalties associated with its current and intended filing positions and has determined, based on their assessment, that such penalties, if any, would not be expected to be material.





No provision for income taxes has been provided in these financial statements due to the net loss for the years ended November 30, 2010 and 2009.





The Company has not filed income tax returns since inception.





NOTE 10 – SUBSEQUENT EVENT


The Company has evaluated subsequent events and has determined that there are no subsequent events to be disclosed.




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ITEM 9A(T). CONTROLS AND PROCEDURES





Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company's principal executive and principal financial officers and effected by the Company's board of directors, management and other personnel to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:




- Pertains to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of assets;




- Provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with accounting principles generally accepted in the United States of America and receipts and expenditures are being made in accordance with authorizations of management and directors; and




- Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements.




Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.




As of November 30, 2010 management assessed the effectiveness of the Company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.




The matters involving internal controls and procedures that the Company's management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to the lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of November 30, 2010.


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Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on our board of directors, results in ineffective oversight in the establishment and monitoring of required internal controls and procedures which could result in a material misstatement in our financial statements in future periods.




In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated or plan to initiate the following series of measures.




We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.




Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.




We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.




There have been no significant changes in our internal controls over financial reporting that occurred during the period covered by this report which has materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.




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




ITEM 9B. OTHER INFORMATION




None




21




PART III




ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE




The name, address, age, and position of our present officers and director is set forth below:




Name and Address

Age

Position(s)Andrew Aird

69

President, Treasurer, Chief513 - 580 Raven Woods Drive



Financial Officer and Chairman of theNorth Vancouver, BC  V7G 2T2



Board of Directors.Ron McIntyre

62

Secretary3765 Dollarton Hwy,North Vancouver BC V7A 1G1




Andrew Aird has held his offices/positions since inception of our company and is expected to hold his offices/positions at least until the next annual meeting of our stockholders. Ron McIntyre has held his offices/positions since March 25, 2009 and is expected to hold his offices/positions at least until the next annual meeting of our stockholders. Our directors hold office until the next annual meeting of shareholders and the election and qualification of their successors. Directors receive no compensation for serving on the board of directors other than the reimbursement of reasonable expenses incurred in attending meetings. Officers are appointed by the board of directors and serve at the discretion of the board.




Officer and Director Background:




Andrew Aird, President, CEO, Director, Treasurer




Mr. Aird is a Chartered Accountant with a 30 year career in the printing industry, culminating as Director of Finance (International) of Canada's largest multinational business forms company. In the last 5 years, he has been the VP Finance of a hi-tech company that developed and marketed electronic bingo equipment. He presently manages the financial affairs of a wealthy private family business.




Mr. Aird is not a director of any other reporting company.




22




Ron McIntyre, Secretary




Mr. McIntyre has management experience with technology companies and start-ups in the United States and Canada. Included in his experience are three corporate mergers/acquisitions. On March 19, 1998, as President of Visionary Solutions (VSI:ASE), Mr. McIntyre signed merger documents for an Agresso (UNI:Oslo) takeover bid. In 1992, Mr. McIntyre also served on the Board of Directors of Richmond Software (The Maximizer) until the company’s merger with Modatech (NASDAQ). In 1989, he joined Consumers Software Inc. as Director of Sales & Marketing and was instrumental in increasing software sales by more than 500% until the company was acquired by Microsoft on April 8, 1991.  Concurrently herewith, Mr. McIntyre also serves as the President, Secretary and Director of Kaleidoscope Venture Capital, Inc., a publicly-owned Nevada corproration.





During 13 years with A.B.  Dick Co., Mr. McIntyre held positions as Branch Manager and Pacific Zone Manager, and then transferred to California to commence branch sales operations in Sacramento.





For 7 years, Mr. McIntyre worked for NBI, first to start up operations in Sacramento, Vancouver and Victoria, and then stepped up to Western Regional Manager. He joined Consumers Software Inc. in 1989 as Director of Sales & Marketing and was instrumental in increasing software sales by 500% prior to the purchase by Microsoft.





In addition, Mr. McIntyre was the owner/operator of VIPaging Services, Ltd., a licensed paging company in British Columbia. He was also President and CEO of Visionary Solutions. Visionary Solutions markets and delivers Agresso business software to growth-oriented companies in the mid-tiered markets (US $25 million - $1,000 million in annual sales). Agresso is world class business software with more than 20 modules that include core financial, logistics, purchasing, project costing billing, payroll and human resources. On March 19, 1998, merger documents were signed for an Agresso take-over bid.





Mr. McIntyre also served as Vice President, Sales & Marketing, Director of IT, and Vice President of Operations for Aimtronics Corporation. During his tenure, he had direct responsibility for increasing revenues to Cdn $57MM in 1999, $105MM in 2000, and $154MM for 2001, and managing 250,000 square feet of manufacturing operations in two countries with more than 1,100 employees.




Significant Employees




The Company does not, at present, have any employees other than the current officer and director. We have not entered into any employment agreements, as we currently do not have any employees other than the current officers and directors.




Family Relations




There are no family relationships among the Directors and Officers of Fresh Start Private Holdings, Inc.




Involvement in Legal Proceedings




No executive Officer or Director of the Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending.




No executive Officer or Director of the Company is the subject of any pending legal proceedings.




No Executive Officer or Director of the Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director of any business.


23




ITEM 11. EXECUTIVE COMPENSATION.




Our current executive officers and director has not and does not receive any compensation and has not received any restricted share awards, options or any other payouts. As such, we have not included a Summary Compensation Table.




There are no current employment agreements between the Company and its executive officers or director. Our executive officers and director have agreed to work without remuneration until such time as we receive revenues that are sufficiently necessary to provide proper salaries to the officers and compensate the director for participation. Our executive officers and director have the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, shares sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and a cash balances. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation.




There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by Company.




ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT RELATED




STOCKHOLDER MATTERS.




The following table sets forth certain information with respect to the beneficial ownership of our common shares as it relates to our named director and executive officer, and each person known to the Company to be the beneficial owner of more than five percent (5%) of said securities, and all of our directors and executive officers as a group:




Name and Position

Shares


Percent

SecurityAndrew AirdPresident and Director

180,000


64%

CommonOfficers and Directors as a Group (1)

180,000


64%

Common




The address for Andrew Aird is 513 - 580 Raven Woods Drive; North Vancouver, BC V7G 2T2 Canada.




The above referenced common shares were paid for and issued in November, 2006, for total consideration of $9,500.  As of March 25, 2009, the sole Director redeemed 1,530,000 shares of the common stock in the Company.




24




ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.




Currently, there are no contemplated transactions that the Company may enter into with our officers, directors or affiliates. If any such transactions are contemplated we will file such disclosure in a timely manner with the Commission on the proper form making such transaction available for the public to view.




The Company has no formal written employment agreement or other contracts with our current officers and there is no assurance that the services to be provided by them will be available for any specific length of time in the future. Mr. Aird anticipates devoting at a minimum of ten to fifteen percent of his available time to the Company's affairs. The amounts of compensation and other terms of any full time employment arrangements would be determined, if and when, such arrangements become necessary.




ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.




During the fiscal year ended November 30, 2010 we incurred approximately $7,500 in fees to our principal independent accountants for professional services rendered in connection with the audit of financial statements for the fiscal year ended November 30, 2010. For review of our financial statements for the quarters ended February 28, 2010, May 31, 2010 and August 31, 2010 we incurred approximately $7,161 in fees to our principal independent accountants for professional services.




During the fiscal year ended November 30, 2010, we did not incur any other fees for professional services rendered by our principal independent accountants for all other non-audit services which may include, but not limited to, tax related services, actuarial services or valuation services.




PART IV




ITEM 15. EXHIBITS




23.1

Consent of MacKay, LLP31.1

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer31.2

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *32.1

Section 1350 Certification of Chief Executive Officer32.2

Section 1350 Certification of Chief Financial Officer **




* Included in Exhibit 31.1 ** Included in Exhibit 32.1




25




SIGNATURES




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




FRESH START PRIVATE HOLDINGS, INC.Dated:  August 22, 2011
By:
/s/ Andrew AirdAndrew AirdPresident, Treasurer,Principal Executive Officer,Principal Financial Officer and Director
  26