GULFSLOPE ENERGY, INC. - FORM 10-Q

Attached files

file	filename
EX-32 - PLAN A PROMOTIONS - 10Q 3-31-11 - EX. 32 - GULFSLOPE ENERGY, INC.	planapromotionsqex32.htm
EX-31.2 - PLAN A PROMOTIONS - 10Q 3-31-11 - EX. 31.2 SDOOLIN - GULFSLOPE ENERGY, INC.	planapromotionsqex31sd.htm
EX-31.1 - PLAN A PROMOTIONS - 10Q 3-31-11 - EX. 31.1 AANTHONY - GULFSLOPE ENERGY, INC.	planapromotionsqex31aa.htm

U. S. Securities and Exchange Commission

Washington, D.C. 20549

______________

FORM 10-Q

______________

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2011

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

For the transition period from ____________ to____________

Commission File No. 00-51638

PLAN A PROMOTIONS, INC.

(Exact name of the issuer as specified in its charter)

Utah		16-1689008
(State or Other Jurisdiction of		(I.R.S. Employer I.D. No.)
incorporation or organization)

9 Birchtree Lane

Sandy, UT 84092

(Address of Principal Executive Offices)

(801) 231-1121

(Issuer’s Telephone Number)

Check 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 (the “Exchange Act”) 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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 [ ]

APPLICABLE ONLY TO ISSUER INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

Not applicable.

Indicate the number of shares outstanding of each of the Registrant’s classes of common equity, as of the latest practicable date.

The number of shares outstanding of each of the Registrant’s classes of common equity, as of the latest practicable date:


Class		Outstanding as of April 28, 2011
Common Capital Voting Stock, $0.01 par value per share		1,200,000

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, Financial Statements and Notes to Financial Statements contains forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations and financial conditions. All forward-looking statements are based on management’s existing beliefs about present and future events outside of management’s control and on assumptions that may prove to be incorrect. If any underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or intended.

PART I - FINANCIAL STATEMENTS

Item 1. Financial Statements.

March 31, 2011

C O N T E N T S

Condensed Balance Sheets	3
Condensed Statements of Operations	4
Condensed Statements of Cash Flows	5
Notes to Condensed Financial Statements	6

Plan A Promotions, Inc.

(A Development Stage Company)

Condensed Balance Sheets

As of March 31, 2011 and September 30, 2010

	3/31/2011			9/30/2010
	[Unaudited]			[Audited]
Assets
Current Assets
Cash	$	-		$	-
Prepaid Expenses		-			-
Total Current Assets		-			-
Property & Equipment (net)		-			-
Total Assets	$	-		$	-
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts Payable	$	8,086		$	6,972
Accrued Liabilities		686			786
Related-Party Payable - Note 3		11,024			10,651
Total Current Liabilities		19,796			18,409
Long Term Liabilities
Loans from Shareholders		41,770			36,078
Accrued Interest Payable - Shareholders		10,346			8,463
Total Long Term Liabilities		52,116			44,541
Total Liabilities	$	71,912		$	62,950
Stockholders' Deficit
Preferred Stock; par value ($0.01);		-			-
Authorized 5,000,000 shares
none issued or outstanding
Common Stock; par value ($0.01);
Authorized 50,000,000 shares; issued
and outstanding 1,200,000		12,000			12,000
Paid-in Capital		24,237			24,237
Deficit Accumulated during the development stage		(108,149	)		(99,188	)
Total Stockholders' Deficit		(71,912	)		(62,950	)
Total Liabilities and Stockholders' Deficit	$	-		$	-

See accompanying notes to financial statements.

Plan A Promotions, Inc.

(A Development Stage Company)

Condensed Statements of Operations

For the Three Months and Six Months Ended March 31, 2011 and 2010, and

For the Period from Inception through March 31, 2011

(Unaudited)

	For the			For the			For the			For the			Since Inception
	Three Months			Three Months			Six Months			Six Months			[12/12/03]
	Ended			Ended			Ended			Ended			through
	3/31/2011			3/31/2010			3/31/2011			3/31/2010			3/31/2011
Revenues	$	-		$	-		$	-		$	-		$	9,694
Revenues from Related Parties		-			-			-			-			2,346
Total Revenue		-			-			-			-			12,040
Cost of Sales		-			-			-			-			8,394
Cost of Sales to Related Parties		-			-			-			-			2,101
Total Cost of Sales		-			-			-			-			10,495
Gross Profit		-			-			-			-			1,545
General & Administrative Expenses		2,072			3,454			6,706			5,435			94,660
Net Loss from Operations		(2,072	)		(3,454	)		(6,706	)		(5,435	)		(93,115	)
Other Income/(Expenses):
Interest Expense		(1,152	)		(946	)		(2,255	)		(1,909	)		(14,334	)
Net Loss Before Income Taxes		(3,224	)		(4,400	)		(8,961	)		(7,344	)		(107,449	)
Provision for Income Taxes		-			-			-			-			(700	)
Net Loss		(3,224	)		(4,400	)		(8,961	)		(7,344	)		(108,149	)
Loss Per Share - Basic and Diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.09	)
Weighted Average Shares Outstanding		1,200,000			1,200,000			1,200,000			1,200,000			1,195,963

See accompanying notes to financial statements.

Plan A Promotions, Inc.

(A Development Stage Company)

Condensed Statements of Cash Flows

For the Six Month Ended March 31, 2011 and 2010, and

For the Period from Inception through March 31, 2011

(Unaudited)

	For the			For the			Since Inception
	Six Months			Six Months			[12/12/03]
	Ended			Ended			through
	3/31/2011			3/31/2010			3/31/2011
Net Loss		(8,961	)		(7,344	)		(108,149	)
Adjustments to reconcile net income/(loss) to net cash
From Operating Activities:
Depreciation		-			-			8,906
Changes in operating assets and liabilities:
(Increase)/Decrease in Prepaid Expenses		-			700			-
Increase/(Decrease) in Accounts Payable/Accrued Liabilities		1,014			4,735			8,772
Increase/(Decrease) in Accrued Interest/Related Party Payable		2,255			1,909			21,370
Net Cash From Operating Activities		(5,692	)		-			(69,101	)
Cash From Investing Activities
Purchase of equipment		-			-			(7,406	)
Net Cash From Investing Activities		-			-			(7,406	)
Cash From Financing Activities
Issued Stock for Cash		-			-			34,737
Loan from Shareholders		5,692			-			41,770
Net Cash From Financing Activities		5,692			-			76,507
Net Increase/(Decrease) in cash		-			-			-
Beginning Cash Balance		-			-			-
Ending Cash Balance	$	-		$	-		$	-
Supplemental Schedule of Cash Flow Activities
Cash paid for income taxes	$	-		$	-		$	700
Property contributed by shareholder	$	-		$	-		$	1,500

See accompanying notes to financial statements.

Plan A Promotions, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

March 31, 2011

(Unaudited)

NOTE 1 BASIS OF PRESENTATION

The accompanying financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The interim financial statements reflect all adjustments, consisting of normal recurring adjustments which, in the opinion of management, are necessary to present a fair statement of the results for the period.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2010. The results of operations for the period ended March 31, 2011, are not necessarily indicative of the operating results for the full year.

NOTE 2 LIQUIDITY/GOING CONCERN

The Company does not have significant assets, nor has it established operations, and has accumulated losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. It is the intent of the Company to seek a merger with an existing, well-capitalized operating company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 RELATED PARTY TRANSACTIONS

Salaries to the President of the Company were accruing at a rate of $250 per month. As of January 1, 2007, the Company suspended all salaries until the Company's operations generate positive cash flow. The balance payable accrues interest at a simple interest rate of 10% annually. Salaries payable at March 31, 2011 was $11,024 including accrued interest. During the quarter ended March 31, 2011, the Company accrued interest associated with the Salaries payable of $186. The balance is unsecured and payable upon demand.

As of March 31, 2011, James Doolin, a shareholder, loaned the Company an aggregate of $26,635 on an unsecured debenture. The Note accrues interest at 10% per annum and matures on December 31, 2013. As of March 31, 2011, the outstanding note payable balance to the shareholder was $34,308, including accrued interest. From inception through March 31, 2011 the Company accrued interest of $7,674 on the note.

As of March 31, 2011, Michael Doolin, a shareholder, loaned the Company an aggregate of $15,135 on an unsecured debenture. The Note accrues interest at 10% per annum and matures on December 31, 2013. As of March 31, 2011, the outstanding note payable balance to the shareholder was $17,808, including accrued interest. From inception through March 31, 2011 the Company accrued interest of $2,672 on the note.

Eight shareholders, excluding the Company's Executive Officers, control 75.3% of the Company's issued and outstanding common stock. As a result, these majority shareholders could exercise significant influence over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. Such concentration of ownership may also have the effect of delaying or preventing a change in control of the Company.

NOTE 4 RECENT ACCOUNTING PRONOUNCEMENTS

The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its consolidated results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.

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

Forward-looking Statements

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Plan of Operations

Our Company’s plan of operation for the next 12 months is to: (i) consider guidelines of industries in which our Company may have an interest; (ii) adopt a business plan regarding engaging in business in any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a going concern engaged in any industry selected.

During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing; the payment of our Securities and Exchange Commission and the Exchange Act reporting filing expenses, including associated legal and accounting fees; costs incident to reviewing or investigating any potential business venture; and maintaining our good standing as a corporation in our state of organization. Because a principal shareholder has been paying all of the operating expenses, management does not anticipate that we will have to raise additional funds during the next 12 months.

Our common stock currently trades on the Over-the-Counter Bulletin Board (OTCBB) under the symbol PAPM.

Results of Operations

Three Months Ended March 31, 2011 Compared to Three Months Ended March 31, 2010

We had no operations during the quarterly period ended March 31, 2011, nor do we have operations as of the date of this filing. In the quarterly period ended March 31, 2011, we had sales of $0, compared to the quarterly period ended March 31, 2010, with sales of $0. General and administrative expenses were $2,072 for the quarter ended March 31, 2011, compared to $3,454 for the March 31, 2010, quarterly period. General and administrative expenses for the three months ended March 31, 2011, were comprised mainly of accounting fees. The decreased general and administrative expenses for the 2011 quarterly period over the 2010 quarterly period was due to a decrease in the accounting fees. Interest expenses were $1,152 for the three months ended March 31, 2011, and $946 for the three months ended March 31, 2010. We had a net loss of $3,224 for the March 31, 2011, period compared to a net loss of $4,400 for the March 31, 2010, period.

Six Months Ended March 31, 2011 Compared to Six Months Ended March 31, 2010

We had no operations during the six month period ended March 31, 2011, nor do we have operations as of the date of this filing. In the six month period ended March 31, 2011, we had sales of $0, compared to the six month period ended March 31, 2010, with sales of $0. General and administrative expenses were $6,706 for the six months ended March 31, 2011, compared to $5,435 for the March 31, 2010, six month period. General and administrative expenses for the six months ended March 31, 2011, were comprised mainly of accounting fees. The increased general and administrative expenses for the 2011 six month period over the 2010 six month period was due to an increase in the accounting fees. Interest expenses were $2,255 for the six months ended March 31, 2011, and $1,909 for the six months ended March 31, 2010. We had a net loss of $8,961 for the March 31, 2011, period compared to a net loss of $7,344 for the March 31, 2010, period.

Liquidity and Capital Requirements

We had no cash or cash equivalents on hand at March 31, 2011. If additional funds are required, such funds may be advanced by management or shareholders as loans to us. The outstanding unsecured note balance and accrued interest is $52,116 as of March 31, 2011. These unsecured notes accrue interest at 10% per annum and mature on December 31, 2013.

Off-balance Sheet Arrangements

None; not applicable

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4(T). Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including the President and Vice President, to allow timely decisions regarding required disclosures.

Under the supervision and with the participation of our management, including our President and Vice President, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based upon that evaluation, our President and Vice President concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

During the most recent fiscal quarter covered by this Quarterly Report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None; not applicable.

Item 1A. Risk Factors

Not required.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None; not applicable.

Item 3. Defaults Upon Senior Securities

None; not applicable.

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

None; not applicable.

Item 5. Other Information

None; not applicable.

Item 6. Exhibits

(a) Exhibits

All Sarbanes-Oxley Certifications follow the signature line at the end of this Quarterly Report.

(b) Reports on Form 8-K

None.

SIGNATURES

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

PLAN A PROMOTIONS, INC.

(Issuer)

Date:	4/28/11		By:	/s/Alycia Anthony
				Alycia Anthony Principal Executive Officer,, President and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Quarterly Report has also been signed below by the following person on behalf of the Registrant and in the capacities and on the dates indicated.

Date:	4/28/11		By:	/s/Sharlene Doolin
				Sharlene Doolin, Principal Financial Officer, Vice President

Attached files

GULFSLOPE ENERGY, INC. Reports

Also read