Pepper Rock Resources (PEPR) 10-Q 2010 Q1 Quarterly report

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, 2009
OR
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-53847

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, 15th Floor

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 [X]  NO [  ]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 57,800,000 as of December 14, 2009.

PART I – FINANCIAL INFORMATION

ITEM 1.                      FINANCIAL STATEMENTS

Pepper Rock Resources Corp.

(An Exploration Stage Company)

October 31, 2009

                                                                                                                                             
60;            Index

Balance Sheets (Unaudited) .........................................................................................................................F–1

Statements of Expenses (Unaudited) ..........................................................................................................F–2

Statements of Cash Flows (Unaudited) ......................................................................................................F–3

Notes to the Unaudited Financial Statements ...........................................................................................F–4

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Pepper Rock Resources Corp.

(An Exploration Stage Company)

Balance Sheets

(Unaudited)

	October 31, 2009			July 31, 2009
ASSETS
Current Assets
Cash	$	388		$	590
Prepaid expenses		350			350
Total Assets	$	738		$	940
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		22,926			8,257
Due to related party		184			184
Total Liabilities	$	23,110		$	8,441
Stockholders’ Deficit
Preferred Stock, 100,000,000 shares authorized, $0.00001 par value; No shares issued and outstanding		–			–
Common Stock, 500,000,000 shares authorized, $0.00001 par value;  57,800,000 shares issued and outstanding		578			578
Additional Paid-in Capital		63,322			52,122
Deficit Accumulated During the Exploration Stage		(86,272	)		(70,201	)
Total Stockholders’ Deficit		(22,372	)		(7,501	)
Total Liabilities and Stockholders’ Deficit	$	738		$	940

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

F-1

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Pepper Rock Resources Corp.

(An Exploration Stage Company)

Statements of Expenses

(Unaudited)

	For the			For the			From
	Three months			Three months			May 29, 2008
	Ended			Ended			(Date of Inception)
	October 31,			October 31,			to October 31,
	2009			2008			2009
Expenses
Other General and administrative	$	871		$	2,329		$	8,067
Management services		1,200			1,200			6,800
Professional fees		13,860			8,520			62,970
Impairment of mineral properties		–			–			5,000
Exploration costs		140			295			3,435
Total Expenses	$	16,071		$	12,344		$	86,272
Net Loss for the Period	$	(16,071	)	$	(12,344	)	$	(86,272	)
Net Loss Per Common Share – Basic and Diluted	$	(0.00	)	$	(0.00	)		n/a
Weighted Average Common Shares Outstanding		57,800,000			57,800,000			n/a

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

F-2

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Pepper Rock Resources Corp.

(An Exploration Stage Company)

Statements of Cash Flows

(Unaudited)

	For the Three months Ended October 31, 2009			For the Three months Ended October 31, 2008			From May 29, 2008 (Date of Inception) to October 31, 2009
Operating Activities
Net loss for the period	$	(16,071	)	$	(12,344	)	$	(86,272	)
Adjustment to reconcile net loss to net cash used in operating activities:
Donated services		1,200			1,200			6,800
Impairment of mineral properties		–			–			5,000
Changes in operating assets and liabilities:
Prepaid expenses		–			(568	)		(350	)
Accounts payable and accrued liabilities		14,669			–			22,926
Net Cash Used in Operating Activities		(202	)		(11,712	)		(51,896	)
Investing Activities
Mineral property costs		–			–			(5,000	)
Net Cash Used in Investing Activities		–			–			(5,000	)
Financing Activities
Due to related parties		–			–			184
Proceeds from issuance of common stock		–			–			57,100
Net Cash Provided by Financing Activities		–			–			57,284
Increase (Decrease) in Cash		(202	)		(11,712	)		388
Cash - Beginning of Period		590			32,793			–
Cash - End of Period	$	388		$	21,081		$	388
Supplemental Disclosures
Interest paid	$	–		$	–		$	–
Income taxes paid	$	–		$	–		$	–

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

F-3

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1.     Basis of Presentation

The accompanying unaudited interim financial statements of Pepper Rock Resources Corp. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s July 31, 2009 report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year end July 31, 2009 as reported on Form 10-K, have been omitted.

2.      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. At October 31, 2009, the Company has accumulated losses since inception.

These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

3.     Related Party Transactions

a)   For the fiscal period ended October 31, 2009, the Company recognized $1,200 for donated services at $400 per month provided by the President of the Company.

b)   As at October 31, 2009, the Company is indebted to the President of the Company for $184 for expenses paid on behalf of the Company. This amount is non-interest bearing, unsecured and due on demand.

4.      Common Stock

On October 15, 2009 the Company authorized a stock split of 5 shares for every 1 share of stock issued and outstanding.  This change has been recorded retroactively on the financial statements.

5.      Subsequent Events

Pursuant to ASC 855-10, we have evaluated all events or transactions that occurred from October 31, 2009 through December 15, 2009, the date of issuance of the unaudited financial statements. During this period, the Company did not have any material recognizable subsequent events.

F-4

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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.

Results of Operations / Plan of Operation

We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business activities.

We have not generated any revenue and have incurred losses since inception. In addition, we have a working capital deficit at October 31, 2009. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for the next twelve months unless we obtain additional capital to pay our bills. 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.

Funds raised from our private placement were used to pay administrative and other expenses.  We have to raise additional money to complete exploring our property. If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise even more 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 public offering, an additional private placement of securities, or loans from our officer 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, seek additional opportunities, 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 our Form S-1 registration statement. 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.

If we can’t or don’t raise more money, we will either cease activities or look for other opportunities. If we cease activities, we don’t know what we will do and we don’t have any plans to do anything.

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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:

The milestones are as follows:

1. Raise additional capital.

2. Retain our consultant to manage the exploration of the property. - Maximum cost of $5,000 for a retention period of 90 days or less.

3. Trenching. Trenching will cost approximately $14,000 and will be conducted by unrelated subcontractors.  Trenching includes grid installation, metal detection, collecting samples and shipping the samples for testing.

4. 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.

We have nominal cash at the present time and cannot operate until we raise additional capital.

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 will be 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

Since inception, we have issued 57,800,000 shares of our common stock and received $57,100.

As of the date of this report, we have conducted limited operations and therefore have not generated any revenues.

In May 29, 2008, we issued 32,500,000 shares of common stock to our sole officer and director, Curtis C. Daye. 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 $184 for incorporation documents, administrative costs, and courier costs.  The amount owed to Mr. Daye is non-interest bearing, unsecured and due on demand.

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On July 8, 2008, we issued 25,300,000 shares of common stock to 46 individuals in consideration of $50,600.

As of October 31, 2009, our total assets were $738 and our total liabilities were $23,110.

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.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are not effective due to adjustments found by independent auditor during their review of our interim financial statements.

Changes in Internal Controls over Financial Reporting

     There have been no changes in our internal controls over financial reporting that occurred during the three months ended October 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II. OTHER INFORMATION

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 15th day of December, 2009.

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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