UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| [X] | QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES |
| EXCHANGE ACT OF 1934 | |
| FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2008 | |
| OR | |
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
| EXCHANGE ACT OF 1934 | |
Commission file number333-154709
PEPPER ROCK RESOURCES CORP.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
One Lincoln Centre
18 West 140 Butterfield Road, 15thFloor
Oakbrook Terrace, IL 60181
(Address of principal executive offices, including zip code.)
630-613-7487
(telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.
YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | [ ] | Accelerated Filer | [ ] |
| Non-accelerated Filer | [ ] | Smaller Reporting Company | [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES [ ] NO [X]
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 11,560,000 as of December 11, 2008.
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
| Pepper Rock Resources Corp. | |
| (An Exploration Stage Company) | |
| October 31, 2008 | |
| Index | |
| Balance Sheets (Unaudited) | F–1 |
| Statements of Expenses (Unaudited) | F–2 |
| Statements of Cash Flows (Unaudited) | F–3 |
| Notes to the Financial Statements | F–4 |
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| Pepper Rock Resources Corp. | ||||||
| (An Exploration Stage Company) | ||||||
| Balance Sheets | ||||||
| (Unaudited) | ||||||
| October 31, | July 31, | |||||
| 2008 | 2008 | |||||
| ASSETS | ||||||
| Current Assets | ||||||
| Cash | $ | 21,081 | $ | 32,793 | ||
| Prepaid expenses | 696 | 128 | ||||
| Total Current Assets | 21,777 | 32,921 | ||||
| Mineral properties, net of accumulated impairment of $5,000 | – | – | ||||
| Total Assets | $ | 21,777 | $ | 32,921 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||
| Current Liabilities | ||||||
| Due to related party (Note 4(b)) | $ | 125 | $ | 125 | ||
| Total Liabilities | 125 | 125 | ||||
| Contingencies and Commitments (Note 6) | ||||||
| Stockholders’ Equity | ||||||
| Preferred stock, 100,000,000 shares authorized, $0.00001 par value; | ||||||
| No shares issued and outstanding | – | – | ||||
| Common stock, 100,000,000 shares authorized, $0.00001 par value; | ||||||
| 11,560,000 shares issued and outstanding | 116 | 116 | ||||
| Additional paid-in capital | 58,984 | 57,784 | ||||
| Deficit accumulated during the Exploration Stage | (37,448 | ) | (25,104 | ) | ||
| Total Stockholders’ Equity | 21,652 | 32,796 | ||||
| Total Liabilities and Stockholders’ Equity | $ | 21,777 | $ | 32,921 | ||
(The Accompanying Notes are an Integral Part of These Financial Statements)
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| Pepper Rock Resources Corp. | ||||||
| (An Exploration Stage Company) | ||||||
| Statements of Expenses | ||||||
| (Unaudited) | ||||||
| For the | From | |||||
| Three months | May 29, 2008 | |||||
| Ended | (Date of Inception) | |||||
| October 31, | to October 31, | |||||
| 2008 | 2008 | |||||
| Expenses | ||||||
| General and administrative | $ | 2,329 | $ | 3,633 | ||
| Management services (Notes 4(a)) | 1,200 | 2,000 | ||||
| Professional fees | 8,520 | 23,520 | ||||
| Impairment of mineral properties | – | 5,000 | ||||
| Exploration costs | 295 | 3,295 | ||||
| Total Expenses | $ | 12,344 | $ | 37,448 | ||
| Net Loss for the Period | $ | (12,344 | ) | $ | (37,448 | ) |
| Net Loss Per Share – Basic and Diluted | $ | – | n/a | |||
| Weighted Average Common Shares Outstanding | 11,560,000 | n/a | ||||
(The Accompanying Notes are an Integral Part of These Financial Statements)
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| Pepper Rock Resources Corp. | ||||||
| (An Exploration Stage Company) | ||||||
| Statements of Cash Flows | ||||||
| (Unaudited) | ||||||
| For the | From | |||||
| Three months | May 29, 2008 | |||||
| Ended | (Date of Inception) | |||||
| October 31, | To October 31, | |||||
| 2008 | 2008 | |||||
| Operating Activities | ||||||
| Net loss for the period | $ | (12,344 | ) | $ | (37,448 | ) |
| Adjustment to reconcile net loss to net cash used in operating | ||||||
| activities: | ||||||
| Donated services | 1,200 | 2,000 | ||||
| Foreign currency transaction loss | 195 | 571 | ||||
| Impairment of mineral properties | – | 5,000 | ||||
| Changes in operating assets and liabilities: | ||||||
| Prepaid expenses | (568 | ) | (696 | ) | ||
| Net Cash Used in Operating Activities | (11,517 | ) | (30,573 | ) | ||
| Investing Activities | ||||||
| Mineral property costs | – | (5,000 | ) | |||
| Net Cash Used in Investing Activities | – | (5,000 | ) | |||
| Financing Activities | ||||||
| Due to related parties | – | 125 | ||||
| Proceeds from issuance of common stock | – | 56,764 | ||||
| Net Cash Provided by Financing Activities | – | 56,889 | ||||
| Effect of exchange rate fluctuations on cash | (195 | ) | (235 | ) | ||
| Increase (Decrease) in Cash | (11,712 | ) | 21,081 | |||
| Cash - Beginning of Period | 32,793 | – | ||||
| Cash - End of Period | $ | 21,081 | $ | 21,081 | ||
| Supplemental Disclosures | ||||||
| Interest paid | $ | – | $ | – | ||
| Income taxes paid | $ | – | $ | – | ||
(The Accompanying Notes are an Integral Part of These Financial Statements)
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Pepper Rock Resources Corp.
(An Exploration Stage Company)
Notes to the Financial Statements
October 31, 2008
(Unaudited)
| 1. | Nature of Operations and Continuance of Business | |
Pepper Rock Resources Corp. (the “Company”) was incorporated in the State of Nevada on May 29, 2008. The Company is an Exploration Stage Company as defined by Statement of Financial Accounting Standard (“SFAS”) No. 7, “Accounting and Reporting for Development Stage Enterprises”. The Company’s principal business is the acquisition and exploration of mineral resources. | ||
| 2. | Summary of Significant Accounting Policies | |
| a) | Basis of Presentation | |
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is July 31. | ||
| b) | Interim Financial Information | |
The unaudited financial statements as of October 31, 2008 and for the three months then ended and for the period from May 29, 2008 (inception) to October 31, 2008 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of October 31, 2008 and the results of operations and cash flows for the periods then ended. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three month period ended October 31, 2008 is not necessarily indicative of the results to be exp ected for any subsequent quarter of the entire year ending July 31, 2009. The balance sheet at July 31, 2008 has been derived from the audited financial statements at that date. | ||
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission's rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the period May 29, 2008 (inception) to July 31, 2008 as included in our Form S-1 filed with the Securities and Exchange Commission on October 23, 2008. | ||
| c) | Use of Estimates | |
The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of mineral property costs, donated expenses and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual r esults experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | ||
| d) | Cash and Cash Equivalents | |
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. | ||
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Pepper Rock Resources Corp.
(An Exploration Stage Company)
Notes to the Financial Statements
October 31, 2008
(Unaudited)
| 2. | Summary of Significant Accounting Policies (continued) | |
| e) | Earnings (Loss) Per Share | |
The Company computes net earnings (loss) per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes a ll dilutive potential shares if their effect is anti-dilutive. | ||
| f) | Comprehensive Loss | |
SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at October 31, 2008, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. | ||
| g) | Mineral Property Costs | |
The Company has been in the exploration stage since its inception and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02, “Whether Mineral Rights Are Tangible or Intangible Assets”. The Company assesses the carrying costs for impairment under SFAS No. 144, “Accounting for Impairment or Disposal of Long Lived Assets” at each fiscal quarter end. When it has been determined that a mineral property can b e economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations. | ||
| h) | Long-Lived Assets | |
In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. | ||
| i) | Asset Retirement Obligations | |
The Company follows the provisions of SFAS No. 143, "Accounting for Asset Retirement Obligations," which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. | ||
| j) | Financial Instruments | |
The fair values of financial instruments, which include cash and amount due to related party, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. | ||
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Pepper Rock Resources Corp.
(An Exploration Stage Company)
Notes to the Financial Statements
October 31, 2008
(Unaudited)
| 2. | Summary of Significant Accounting Policies (continued) | |
| k) | Income Taxes | |
The Company accounts for income taxes using the asset and liability method in accordance with SFAS No. 109, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. | ||
| l) | Foreign Currency Translation | |
The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars and management has adopted SFAS No. 52, “Foreign Currency Translation”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of net income (loss). The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations. | ||
| m) | Stock-Based Compensation | |
The Company records stock-based compensation in accordance with SFAS No. 123R, “Share Based Payments”, using the fair value method. The Company has not issued any stock options since its inception. | ||
| n) | Recent Accounting Pronouncements | |
In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60”. SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures ab out the insurance enterprise’s risk-management activities. SFAS 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted. The adoption of this statement is not expected to have a material effect on the Company’s financial statements. | ||
In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The adoption of this statement is not expect ed to have a material effect on the Company’s financial statements. | ||
In March 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s finan cial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The adoption of this statement is not expected to have a material effect on the Company's financial statements. | ||
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Pepper Rock Resources Corp.
(An Exploration Stage Company)
Notes to the Financial Statements
October 31, 2008
(Unaudited)
| 2. | Summary of Significant Accounting Policies (continued) | |
| n) | Recent Accounting Pronouncements (continued) | |
In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations”. SFAS No. 141 (revised 2007) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141 (revised 2007) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginni ng on or after December 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's financial statements. | ||
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements Liabilities –an Amendment of ARB No. 51”. This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008, and earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company’s financial statements. | ||
| 3. | Going Concern | |
These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated any revenue since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at October 31, 2008, the Company has accumulated losses of $37,448 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded ass et amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | ||
| 4. | Related Party Transactions | |
| a) | For the period ended October 31, 2008, the Company recognized $1,200 for donated services at $400 per month provided by the President of the Company. | |
| b) | As at October 31, 2008, the Company is indebted to the President of the Company for $125 (July 31, 2008 - $125) for expenses paid on behalf of the Company. This amount is non-interest bearing, unsecured and due on demand. | |
| c) | On May 30, 2008, the Company issued 6,500,000 shares of common stock at $0.001 per share to the President of the Company for cash proceeds of $6,500. | |
| 5. | Mineral Property | |
On July 8, 2008, the Company paid $5,000 for a 100% interest in a mineral claim located in Nevada, and $3,000 for a geological report conducted on the respective mining claim. The cost of the mineral property was initially capitalized. At July 31, 2008, the Company recognized an impairment loss of $5,000, as it has not yet been determined whether there are proven or probable reserves on the property. | ||
| 6. | Commitments | |
The Company is obligated to make monthly payments of $175 to a service provider for twelve months beginning August 1, 2008. | ||
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
This section of the report includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Plan of Operation
We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business activities.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly, we must raise cash from sources other than the sale of minerals found on the property. Our only other sources for cash at this time are loans from related parties and additional sales of common stock. Our success or failure will be determined by what additional financing we obtain and what we find under the ground.
To meet our need for cash we raised money from our private placement. If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we do not have enough money to complete our exploration of the property, we will have to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others.
Our sole officer and director is unwilling to make any commitment at this time to loan us money. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and can't raise it, we will either have to suspend activities until we do raise the cash, or cease activities entirely. Other than as described in this paragraph, we have no other financing plans.
We have the right to conduct exploration activities on one property. Even if we complete our current exploration program and it is successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit, a reserve.
We will be conducting research in the form of exploration of the property. Our exploration program is explained in as much detail as possible in the business section of this report. We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until we have located a reserve and we have determined it is economical to extract the minerals from the land.
We do not intend to involve other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.
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If we are unable to complete any phase of exploration because we don’t have enough money, we will cease activities until we raise more money. If we can’t or don’t raise more money, we will cease activities. If we cease activities, we don’t know what we will do and we don’t have any plans to do anything.
We do not intend to hire additional employees at this time. All of the work on the property will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.
Milestones
The milestones are as follows:
1. January 2009 to April 2009 - Magnetometer Surveys - $8,500. Time of retention 0-90 days.
2. May 2009 to August 2009 - Trenching. Trenching will cost approximately $11,500 and will be conducted by unrelated subcontractors. Trenching includes grid installation, metal detection, sample collecting and shipping the samples for testing.
3. September 2009 to December 2009 - have an independent third party analyze the samples. We estimate that it will cost $2,000 to analyze the samples and will take 30 days.
Funds for the foregoing activities are expected to be obtained from existing cash and additional loans from related parties and/or additional sales of common stock.
Limited Operating History; Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from activities. We cannot guarantee we will be successful in our business activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.
To become profitable and competitive, we conduct research and exploration of our properties before we start production of any minerals we may find. We are seeking equity financing to provide for the capital required to implement our research and exploration phases.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Liquidity and Capital Resources
As of the date of this report, we have not started operations and therefore have not generated any revenues.
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In May 29, 2008, we issued 6,500,000 shares of common stock to our sole officer and director, Curtis C. Daye, pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933. The purchase price of the shares was $6,500. This was accounted for as an acquisition of shares. Curtis C. Daye covered some of our initial expenses by paying $125.00 for incorporation documents, administrative costs, and courier costs. The amount owed to Mr. Daye is non-interest bearing, unsecured and due on demand. Further, the agreement with Mr. Daye is oral and there is no written document evidencing the agreement.
On July 8, 2008, we issued 5,060,000 shares of common stock to 46 individuals in consideration of $50,600.
As of October 31, 2008, our total assets were $21,777 and our total liabilities were $125.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this r eport pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were effective as of the end of the period covered by this report.
Changes in Internal Controls
We have also evaluated our internal controls for financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.
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PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 6. EXHIBITS.
The following documents are included herein:
| Exhibit No. | Document Description |
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to |
| Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to section |
| 906 of the Sarbanes-Oxley Act of 2002. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 12thday of December, 2008.
| PEPPER ROCK RESOURCES CORP. | ||
| BY: | CURTIS C. DAYE | |
| Curtis C. Daye, President, Chief Executive Officer, | ||
| Secretary, Treasurer, Principal Financial Officer, | ||
| Principal Accounting Officer, and sole member of | ||
| the Board of Directors. | ||
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EXHIBIT INDEX
| Exhibit No. | Document Description |
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to |
| Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to section |
| 906 of the Sarbanes-Oxley Act of 2002. | |
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