BioCorRx Inc. - Quarter Report: 2011 March (Form 10-Q)

freshstart10q033111.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(X)	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2011

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

	For the transition period from to

	Commission File number 333-153381

FRESH START PRIVATE MANAGEMENT, INC.

(Exact name of registrant as specified in its charter)

Nevada	26-1972677
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

11010 East Boundary Road, Elk, Washington 99009

(Address of principal executive offices)

509.714.5236

(Issuer’s telephone number)

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 [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). The registrant has not been phased into the Interactive Data reporting system.

Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of “large accelerated filer”, “accelerated filer” and “small reporting company” Rule 12b-2 of the Exchange Act.

Large accelerated [ ] Accelerated filer [ ]

Non-accelerated filer [ ]

(Do not check if a small reporting company) Small 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 [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: May 19, 2011: 75,430,000 common shares with a par value of $0.001 per share.

INDEX

ITEM 1.	Financial Statements	4

	Condensed Balance Sheets as at March 31, 2011 and December 31, 2010	F-1

	Condensed Statements of Operations For the three months ended March 31, 2011 and 2010 for the period January 28, 2008 (Date of Inception) to March 31, 2011	F-2

	Condensed Statement of Shareholders’ Equity (Deficit)	F-3

	Condensed Statements of Cash Flows For the three months ended March 31, 2011 and 2010 and for the period January 28, 2008 (Date of Inception) to March 31, 2011	F-5

	Notes to the Condensed Financial Statements.	F-6-7

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	8

ITEM 4.	Controls and Procedures	8

PART 11.	OTHER INFORMATION	10

ITEM 1.	Legal Proceedings	10

ITEM 1A.	Risk Factors	10

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10

ITEM 3.	Defaults Upon Senior Securities	10

ITEM 4.	[REMOVED AND RESERVED]	11

ITEM 5.	Other Information	11

ITEM 6.	Exhibits	11

	SIGNATURES.	12

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q contains statements that constitute forward-looking statements. The words “expect,” “estimate,” “anticipate,” “predict,” “believe,” and similar expressions and variations thereof are intended to identify forward-looking statements. Such forward-looking statements include statements regarding, among other things, (a) our estimates of raw material, (b) our projected sales and profitability, (c) our growth strategies, (d) anticipated trends in our industry, (e) our future financing plans, (f) our anticipated needs for working capital and (g) the benefits related to ownership of our common stock. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements for the reasons, among others, described within the various sections of this Form 10-Q.

In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Form 10-Q will in fact occur as projected. We undertake no obligation to release publicly any updated information about forward-looking statements to reflect events or circumstances occurring after the date of this Form 10-Q or to reflect the occurrence of unanticipated events.

ITEM 1. FINANCIAL STATEMENTS

FRESH START PRIVATE MANAGEMENT, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEETS

	March 31,			December 31,
	2011			2010
	(unaudited)
ASSETS

CURRENT ASSETS
Cash	$	1,116		$	1,866
Prepaid expense		-			-
Note receivable		88,000			88,000
Interest receivable		1,721			1,070
Total Current Assets		90,837			90,936

OTHER ASSETS
License		3,970,575			3,970,575
Total Other Assets		3,970,575			3,970,575

TOTAL ASSETS	$	4,061,412		$	4,061,511

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable	$	19,068		$	19,068
Note payable - related party		10,000			-
Note payable		-			-
Total Current Liabilities		29,068			19,068

COMMITMENTS AND CONTINGENCIES		-			-

STOCKHOLDERS' EQUITY
Common stock subscribed		4,070,575			4,070,575
Common stock, $0.001 par value; 200,000,000 shares
authorized, 75,430,000 shares issued and outstanding
at March 31, 2011 and December 31, 2010, respectively		75,430			75,430
Additional paid-in capital		18,000			18,000
Accumulated deficit		(131,661	)		(121,562	)
Total Stockholders' Equity		4,032,344			4,042,443

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY	$	4,061,412		$	4,061,511

See accompanying notes to these condensed interim financial statements

F-1

FRESH START PRIVATE MANAGEMENT, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS

							Period from
							January 28, 2008
	Three Months Ended						(Inception) to
	March 31,			March 31,			March 31,
	2011			2010			2011
	(unaudited)			(unaudited)			(unaudited)

REVENUES	$	-		$	-		$	-

OPERATING EXPENSES
Consulting		10,000			-			16,814
Professional fees		750			481			22,760
General and administrative expenses		-			5,707			13,550
Total operating expenses		10,750			6,188			53,124

LOSS FROM OPERATIONS		(10,750	)		(6,188	)		(53,124	)

OTHER INCOME
Interest income		651			-			1,721
TOTAL OTHER INCOME		651			-			1,721

LOSS BEFORE TAXES		(10,099	)		(6,188	)		(51,403	)

INCOME TAX EXPENSE		-			-			-

NET LOSS	$	(10,099	)	$	(6,188	)	$	(51,403	)

NET LOSS PER COMMON SHARE,
BASIC AND DILUTED	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING,
BASIC AND DILUTED		75,430,000			450,430,000


See accompanying notes to these condensed interim financial statements

F-2

FRESH START PRIVATE MANAGEMENT, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)



							Common		Additional					Total
	Common Stock						Stock		Paid-in		Accumulated			Stockholders'
	Shares			Amount			Subscribed		Capital		Deficit			Equity (Deficit)



Common stock issued for cash
at $0.001 per share		400,000,000		$	400,000		$	-	$	-	$	(398,000	)	$	2,000

Common Stock for services
at $0.01 per share		40,000,000			40,000			-		-		(38,000	)		2,000
															-
Cancellation of stock issued for															-
services at $0.08 per share		(20,000,000	)		(20,000	)		-		-		19,000			(1,000	)

Common stock issued for cash
at $0.08 per share		5,155,000			5,155			-		-		(3,093	)		2,062

Net loss for period ended
December 31, 2008		-			-			-		-		(5,021	)		(5,021	)

Balance, December 31, 2008		425,155,000		$	425,155		$	-	$	-	$	(425,114	)	$	41

Common stock issued for cash at
$0.08 per share		25,275,000			25,275			-		-		(15,165	)		10,110

Net loss for period ended															-
December 31, 2009		-			-			-		-		(13,197	)		(13,197	)

Balance, December 31, 2009		450,430,000		$	450,430		$	-	$	-	$	(453,476	)	$	(3,046	)

F-3


Common stock redemption	(355,000,000	)		(355,000	)		-		-		355,000			-

Common stock issued for subscribed	-			-			100,000		-		-			100,000

Common stock cancelled in lieu of accounts
payable	(20,000,000	)		(20,000	)		-		18,000		-			(2,000	)

Common stock subscribed for license at
$0.70 per share on October 28, 2010	-			-			3,970,575		-		-			3,970,575

														-
Net loss for period ended														-
December 31, 2010	-			-			-		-		(23,086	)		(23,086	)

Balance, Deember 31, 2010	75,430,000		$	75,430		$	4,070,575	$	18,000	$	(121,562	)	$	4,042,443

Net loss for period ended														-
March 31, 2011	-			-			-		-		(10,099	)		(10,099	)

Balance, March 31, 2011 (unaudited)	75,430,000		$	75,430		$	4,070,575	$	18,000	$	(131,661	)	$	4,032,344


See accompanying notes to these condensed interim financial statements

F-4

FRESH START PRIVATE MANAGEMENT, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS

							Period from
							January 28, 2008
	Three Months Ended						Through
	March 31,			March 31,			March 31,
	2011			2010			2011
	(unaudited)			(unaudited)			(unaudited)


CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(10,099	)	$	(6,188	)	$	(51,403	)
Cancellation of common stock issued for services								1,000
Adjustments to reconcile net loss to net cash								-
provided (used) by operating activities:								-
Decrease (increase) in prepaids					2,500			-
Decrease (increase) in accrued interest		(651	)		-			(1,721	)
Increase (decrease) in accounts payable					954			17,068
Net cash (used) by operating activities		(10,750	)		(2,734	)		(35,056	)

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:
Note receivable								(88,000	)
Net cash used by investing activities		-			-			(88,000	)

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Proceeds from sale of common stock					-			114,352
Proceeds from note payable - related party					-			100
Repayment of note payable - related party					-			(100	)
Proceeds from note payable		10,000			(180	)		9,820
Net cash provided by financing activities		10,000			(180	)		124,172

Net increase (decrease) in cash		(750	)		(2,914	)		1,116

Cash at beginning of period		1,866			5,656			-

Cash at end of period	$	1,116		$	2,742		$	1,116


SUPPLEMENTAL CASH FLOW DISCLOSURES:
Income taxes paid	$	-		$	-		$	-
Interest paid	$	-		$	-		$	-

NON-CASH FINANCING AND INVESTING ACTIVITIES:
Common stock subscribed for license	$	3,970,575			-		$	3,970,575
Cancellation of shares issues for services in lieu of accounts payable	$	2,000			-		$	2,000

See accompanying notes to these condensed interim financial statements

F-5

NOTE 1 – DESCRIPTION OF BUSINESS

The accompanying unaudited financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America. However, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted or condensed pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation have been included. The results for interim periods are not necessarily indicative of results for the entire year. These condensed financial statements and accompanying notes should be read in conjunction with the Company’s annual financial statements and the notes thereto for the fiscal year ended December 31, 2010 included in its Annual Report on Form 10-K.

Nature of Business

Fresh Start Private Management, Inc. (“FSPM”) was originally incorporated as Cetrone Energy Company on January 28, 2008 in the State of Nevada. The principal business of the Company originally was to develop “green” renewable fuel source for agricultural operations, specifically biodiesel. On July 26, 2010, the Company filed an amendment to its Articles of Incorporation changing its name to Fresh Start Private Management Inc. October 8, 2010, the Company signed a letter of intent with Fresh Start Private, Inc. (“FSP”) in anticipation of a merger. FSP owns certain know how and intellectual property dealing with the treatment of alcoholism and operates a medical clinic in Orange County, California. The Company’s year-end is December 31. The Company currently has no operations or realized revenues from its planned principle business purpose and, in accordance with FASB ASC 915 “Development Stage Entities,” is considered a Development Stage Enterprise.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

This summary of significant accounting policies of FSPM is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

Estimates

The preparation of financial statements in conformity with 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. Actual results could differ from those estimates.

Cash and cash equivalents

For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of March 31, 2011 or December 31, 2010.

Recent Accounting Pronouncements

The Company has determined that the adoption of any proposed accounting pronouncements will not have an impact on the consolidated financial statements, as the Company does not currently have any such arrangements with its customers.

F-6

Going Concern

As shown in the accompanying financial statements, the Company had negative working capital and an accumulated deficit incurred through March 31, 2011. The Company currently has minimal operations which raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

An estimated $120,000 is believed necessary to continue operations and increase development through the next fiscal year. The timing and amount of capital requirements will depend on a number of factors, including demand for products and services and the availability of opportunities for expansion through affiliations and other business relationships. Management intends to seek new capital from new equity securities issuances to provide funds needed to increase liquidity, fund internal growth, and fully implement its business plan.

NOTE 3– INTANGIBLE ASSETS

On October 28, 2010, the Company acquired an exclusive product license, which included the right to use the Naltrexone Implant and any procedures related to the licensed product. The Company paid a onetime license fee of 7.5% of the total common shares outstanding on the date of the agreement, or 5,672,250 common shares at the market value of $0.70 per share as of the date of the agreement. Total value of the license is recorded as $3,970,575. Additionally, the Company will pay $600 for each prescription request of the licensed product. The agreement will remain in force for so long as the Company continues to use the Licensed Product.

For the purposes of the Asset Purchase Agreement, “Assets” shall mean those assets that are related to the Trademark and the Intellectual Property that are or were used or created by Licensor in its conduct of business, including all assets, rights, interests, and properties of Licensor of whatever nature, tangible or intangible, real or personal, fixed or contingent, except for the Trademark and the Intellectual Property. For all assets received , the Company paid $10.00 in cash.

NOTE 4– CAPITAL STOCK

Common Stock

Net loss per common share

Net loss per share is calculated in accordance with FASB ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.

Basic net loss per common share is based on the weighted average number of shares of common stock outstanding during 2011 or 2010 and since inception. As of March 31, 2011 and 2010 and since inception, the Company had no dilutive potential common shares.

F-7

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The following discussion should be read in conjunction with the information contained in the financial statements of Fresh Start Private Management (“FSP”) and the notes which form an integral part of the financial statements which are attached hereto.

The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America and are stated in United States dollars.

FSP is a start-up, development stage company, incorporated in the State of Nevada on January 28, 2008 and with a fiscal year end of December 31.

For the three months ended March 31, 2011 the Company had not generated any revenue, had interest income of $651 and operating expenses of $10,750 resulting in an operation loss for the fiscal quarter of $10,099. The operating loss for the three month period ending March 31, 2011 is a result of consulting fees of $10,000 and professional fees of $750. The Company currently has approximately $1,116 of cash on hand and total assets of $4,061,412 with total liabilities of $29,068.

The Company intends to develop its business in alcohol abuse treatment and alcohol detox rehabilitation. On October 28, 2010, the Company acquired an exclusive product license, which included the right to use the Naltrexone Implant for alcohol Treatment and any procedures related to the licensed product.

On November 22, 2010, the Company entered into an intellectual property license and asset purchase agreement which included an exclusive right to use the Trademark “Fresh Start Private” and Intellectual Property, including written grogram regarding alcohol addiction, alcohol withdrawal, alcohol abuse treatment and alcohol detox rehabilitation. Finalization of the intellectual property license and asset purchase agreement is subject to due diligence by FSPM board members along with audited financial statements from Fresh Start Private. Fresh Start Private currently operates a clinic in Orange County California.

Principal Office

The Company does not currently lease office space.

Other information

As of March 31, 2011 FSPM had 75,430,000 shares outstanding.

FSPM is responsible for filing various forms with the United States Securities and Exchange Commission (the “SEC”) such as Form 10K and Form 10Qs. The shareholders may read and copy any material filed by FSPM with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC, 20549. The shareholders may obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information which FSPM has filed electronically with the SEC by assessing the website using the following address: http://www.sec.gov.

Description of the Property

We own no property. FSPM’s management does not currently have policies regarding the acquisition or sale of real estate assets primarily for possible capital gain or primarily for income. FSPM does not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.

Plan of Operation

We must raise cash to implement our business plan. We will require approximately $120,000 for the next twelve months in order to continue our proposed business. We have accounts payable of $19,086. We estimate that we will require $12,000 for reporting requirements (bookkeeping, accounting, and filing fees) this would leave the Company with $20,000 to expend towards the development of its proposed business. If we are unable to secure additional funding within the next three to four months our business will likely fail and any investment made into the Company would be lost in its entirety.

Since incorporation, the Company has financed its operations through minimal initial capitalization and nominal business activity. As of March 31, 2011 we had $1,116 of cash on hand. We had total liabilities of $29,068 of which expenses were primarily related to costs associated with maintaining reporting company status with the Securities and Exchange Commission.

Fresh Start has a new product using an FDA approved drug Naltrexone in the treatment of alcoholism. The Company's research has indicated that demand for its services are high, and that growth in highly marketed segments of the population may be achieved through additional clinic sites.

Fresh Start Private's goal is to meet its growth targets through franchising opportunities by promoting its product and services to existing medical clinics and treatment centers that will be will be charged a franchise fee and a percentage of sales.

The Company intends to also open corporately owned clinics in key markets where it has already established a foothold on the industry.

If FSPM does not produce sufficient cash flow to support its operations over the next 12 months, the Company will need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern.

There are no formal or informal agreements to attain such financing. FSPM cannot assure any investor that, if needed, sufficient financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for operations to continue and any investment made by an investor would be lost in its entirety.

FSPM management does not expect to incur research and development costs within the next twelve months.

FSPM currently does not own any significant plant or equipment that it would seek to sell in the near future

The Company has not paid for expenses on behalf of any director. Additionally, FSPM believes that this policy shall not materially change within the next twelve months.

Competitive Factors

There are many benefits of the Fresh Start Program compared to other traditional alcohol treatments. As the Fresh Start treatment is administered on an out patient basis there is no need for patients to leave their work and family for any extended period of time. With over 5,000 patients successfully treated the Fresh Start team has the experience to handle all alcohol addiction scenarios. The Fresh Start Private program is also less expensive that many traditional treatment centers.

Regulations

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the treatment of alcoholism and use of pharmaceuticals. Moreover, if we begin treatment, we may have expenses to comply with permit and regulatory environment laws both locally and federally.

Employees

The Company currently has no employees.

Investment Policies

FSPM does not have an investment policy at this time. On August 5, 2010 the Company invested $88,000 in Fresh Start Private, Inc. a private Nevada Corporation at an interest rate of 3% simple fee with a 2-year term, payable at the end of the term.

Since we have had very minimal business activity, it is the opinion of management that the most meaningful financial information relates primarily to current liquidity and solvency. As at March 31, 2011 we had $1,116 cash on hand and liabilities of $29,068. The Company will require cash injections of approximately $40,000 to enable the Company to meet its anticipated expenses over the next twelve months. Unless we raise additional funds immediately, we will be faced with a working capital deficiency that may result in the failure of our business, resulting in a complete loss of any investment made into the Company. Our future financial success will be dependent on the success of obtaining capital.

Our financial statements contained herein have been prepared on a going concern basis, which assumes that we will be able to realize our assets and discharge our obligations in the normal course of business. We incurred a net loss for the period from the inception of our business on January 28, 2008 to arch 31, 2011 of $51,403. We did not earn any revenues from operations during the aforementioned period.

Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 2 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

Limited Operating History; Need for Additional Capital. There is no historical financial information about us upon which to base an evaluation of our performance as a business. We are a development stage company and have not generated any revenues since our formation on January 28, 2008. We require immediate additional capital in order to continue as a going concern. If we are unable to secure approximately $120,000 of the course of the next twelve months our business will fail and any investment made into the Company would be lost in its entirety.

We cannot guarantee we will be successful in our business activities or in any activity that management directs the business. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and possible cost overruns due to price and cost increases in services.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MAKET RISK

Not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Dr. Jorge Andrade, Chief Executive Officer and Chief Financial Officer, 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 Chief Executive Officer/Chief Financial Officer concluded that these disclosure controls and procedures are not effective. See below within this section “CONCLUSION” for specifics of why the controls and procedures were determined to be not effective.

As of the quarter ended March 31, 2011, we have determined that our controls and procedures were not effective for the following reasons:

• Policies and Procedures for the Financial Close and Reporting Process — Currently there are no policies or procedures that clearly define the roles in the financial close and reporting process. The various roles and responsibilities related to this process should be defined, documented, updated and communicated. Failure to have such policies and procedures in place amounts to a material weakness to the Company’s internal controls over its financial reporting processes.

• Representative with Financial Expertise — For the period ending March 31, 2011, the Company did not have a representative with the requisite knowledge and expertise to review the financial statements and disclosures at a sufficient level to monitor the financial statements and disclosures of the Company. Failure to have a representative with such knowledge and expertise amounts to a material weakness to the Company’s internal controls over its financial reporting processes.

• Adequacy of Accounting Systems at Meeting Company Needs — The accounting system in place at the time of the assessment lacks the ability to provide high quality financial statements from within the system, and there were no procedures in place or built into the system to ensure that all relevant information is secure, identified, captured, processed, and reported within the accounting system. Failure to have an adequate accounting system with procedures to ensure the information is secure and accurately recorded and reported amounts to a material weakness to the Company’s internal controls over its financial reporting processes.

• Segregation of Duties — Management has identified a significant general lack of definition and segregation of duties throughout the financial reporting processes. Due to the pervasive nature of this issue, the lack of adequate definition and segregation of duties amounts to a material weakness to the Company’s internal controls over its financial reporting processes.

• Lack of Audit Committee and Outside Directors in the Company’s Board of Directors - We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

In light of the foregoing, once we have the adequate funds, management plans to develop the following additional procedures to help address these material weaknesses:

• Fresh Start Private Management, Inc. will create and refine a structure in which critical accounting policies and estimates are identified, and together with other complex areas, are subject to multiple reviews by accounting personnel. In addition, we plan to enhance and test our month-end and year-end financial close process. Additionally, our audit committee will increase its review of our disclosure controls and procedures. We also intend to develop and implement policies and procedures for the financial close and reporting process, such as identifying the roles, responsibilities, methodologies, and review/approval process. We believe these actions will remediate the material weaknesses by focusing additional attention and resources in our internal accounting functions. However, the material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Disclosure Controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 (Exchange Act), such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's (SEC) rules and forms. Disclosure Controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Internal Controls are procedures which are designed with the objective of providing reasonable assurance that (1) our transactions are properly authorized; (2) our assets are safeguarded against unauthorized or improper use; and (3) our transactions are properly recorded and reported, all to permit the preparation of our financial statements in conformity with generally accepted accounting principles. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives.

The Company's management, including the CEO and CFO, does not expect that our Disclosure Controls or our Internal Controls will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART 11 – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

Not required for smaller reporting companies.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

No equity securities of the registrant were sold by the registrant during the period covered by the report.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. [REMOVED AND RESERVED]

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are included as part of this report:


31.1		8650 SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FRESH START PRIVATE MANAGEMENT, INC.
	(Registrant)



Date: May 19, 2011	/S/ Dr. Jorge Andrade
	Chief Executive Officer, Principal Accounting Officer and Director