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 SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ending July 31, 2011

OR

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

For the transition period from ____________ to   _____________

Commission file number:      001-05970

Gulfmark Energy, Inc.

(Exact name of registrant as specified in its charter)

NEVADA		82-0263301
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

45 NE Loop 410, Ste. 495, San Antonio, TX		78216
(Address of principal executive offices)		(Zip Code)

210-524-9724

(Issuer's telephone number, including area code)

Indicate by check mark 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 at least 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).  Yes    [  ]     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”, and “smaller reporting company” in Rule 12b-2 of the Exchange:

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 by Rule 12b-2 of the Exchange Act.)  

Yes    [   ]     No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:   At September 14, 2011, 27,292,206¹ shares of the Company’s common stock were outstanding.

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GULFMARK ENERGY, INC.

FORM 10-Q

For the Quarter Ended July 31, 2011

TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION

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ITEM 1.  FINANCIAL STATEMENTS

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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ITEM 4.  CONTROLS AND PROCEDURES

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PART II

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ITEM 1.  LEGAL PROCEEDINGS

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ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

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ITEM 4.  REMOVED AND RESERVED

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ITEM 5.  OTHER INFORMATION

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ITEM 6.  EXHIBITS

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SIGNATURES

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PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

	GULFMARK ENERGY,  INC.
	CONSOLIDATED BALANCE SHEETS
						(Unaudited)		(Audited)
						At July 31,		At October 31,
						2011		2010
ASSETS
CURRENT ASSETS:
	Cash				$	118,643	$	48,225
	Prepaid expenses					8,750		8,750
	TOTAL CURRENT ASSETS					127,393		56,975
PROPERTY, PLANT, AND EQUIPMENT (Net of depreciation
	of $ 414,993 and $ 386,619 respectively)					112,645		713,855
OTHER ASSETS: Oil lease						49,489		-
	TOTAL ASSETS				$	289,527	$	770,830
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
CURRENT LIABILITIES:
	Accounts payable and accrued liabilities				$	104,724	$	9,225
	Payable to related party					262,573		6,041
	Current portion of long term debt					-		162,834
	Total current liabilities					367,297		178,100
CONVERTIBLE NOTES PAYABLE						284,400		-
LONG TERM DEBT						-		171,166
STOCKHOLDER NOTE PAYABLE						210,100		210,100
	TOTAL LIABILITIES					861,797		559,366
STOCKHOLDERS’ (DEFICIT) EQUITY:
	Preferred stock, $.001 par, 50,000,000 authorized,
	11,000,000 issued and outstanding					11,000		11,000
	Common stock, $.001 par, 1,100,000,000 authorized
	27,292,206 and 26,950,000 shares issued and
	outstanding respectively					27,292		26,950
	Additional paid-in capital					162,018		196,483
	Accumulated deficit					(772,730)		(22,969)
	Non controlling interest					150		-
	TOTAL STOCKHOLDERS' (DEFICIT) EQUITY					(572,270)		211,464
	TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY				$	289,527	$	770,830

 The accompanying notes are an integral part of these unaudited financial statements

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GULFMARK ENERGY, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE AND NINE MONTH PERIODS ENDING JULY 31, 2011
(UNAUDITED)
			For the Three		For the Nine
			Months Ending		Months Ending
			July 31, 2011		July 31, 2011
REVENUE		$	-	$	197,135
OPERATING EXPENSES:
	Wage expense		42,000		265,095
	Drilling expenses		3,442		169,677
	Administrative expenses		126,442		246,706
	Depreciation expense		62,293		112,229
	Total Operating Expenses		234,177		793,707
OPERATING LOSS			(234,177)		(596,572)
OTHER (EXPENSE):
	Interest expense		(22,202)		(29,719)
	Loss on sale of drilling equipment		(123,470)		(123,470)
NET LOSS		$	(379,849)	$	(749,761)
NET LOSS PER COMMON SHARE		$	(0.01)	$	(0.03)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -			27,292,206		27,189,408

 The accompanying notes are an integral part of these unaudited financial statements

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GULFMARK ENERGY, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTH PERIOD ENDING July 31, 2011
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss			$	(749,761)
	Adjustments to reconcile net loss to net cash
		used in operating activities:
		Depreciation			112,229
		Loss on sale drilling equipment			123,470
	Changes in assets and liabilities:
		Accounts payable and accrued liabilities			118,549
		Payable to related party			207,043
		Interest payable
			Net cash used by operating activities		(188,470)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of equipment				(9,489)
	Proceeds from sale of drilling equipment				57,804
	Net liabilities assumed in reverse merger				(33,973)
			Net cash provided by investing activities		14,342
CASH FLOWS FROM FINANCING ACTIVITIES:
	Payments on long term debt				(39,854)
	Issuance of convertible notes				284,400
			Net cash provided by financing activities		244,546
			NET INCREASE IN CASH		70,418
			CASH AT BEGINNING OF PERIOD		48,225
			CASH AT END OF PERIOD	$	118,643
SUPPLEMENTAL CASH FLOW DISCLOSURES:
	Cash paid during the period for:
		Interest		$	27,155
		Income taxes		$	-
	Non-cash investing and financing activities:
		Acquisition of oil lease		$	49,489
		Assumption of related party debt to acquire oil lease		$	(49,489)

 The accompanying notes are an integral part of these unaudited financial statements

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GULFMARK ENERGY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – BASIS OF PRESENTATION

The unaudited consolidated financial statements of Gulfmark Energy, Inc. (“The Company”) included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Although certain information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, the Company believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended October 31, 2010 of Gulfmark Energy Group, Inc. and the proforma consolidated financial statements (combining Silver Butte Company and Gulfmark Energy Group, Inc.) which were filed in an 8-K in January, 2011 pursuant to a share exchange agreement between Silver Butte Company and Gulfmark Energy Group, Inc.

Prior to the share exchange agreement, Silver Butte Company had a fiscal year end of August 31^st. Pursuant to the share exchange agreement; Silver Butte Company adopted the fiscal year end of Gulfmark Energy Group, Inc., which is October 31^st. These consolidated financial statements for this 10-Q report include financial activity of Silver Butte Company and Gulfmark Energy Group, Inc. from February 1, 2011 through July 31, 2011. Comparative prior year financial statement information has not been presented in the consolidated statements of operations or the consolidated statement of cash flows as Gulfmark Energy Group, Inc. (which also includes its two wholly owned subsidiary corporations) did not commence business operations until August 9, 2011. After the share exchange agreement was executed, Silver Butte Company changed its name to Gulfmark Energy, Inc.

The consolidated financial statements included herein reflect all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year ended October 31, 2011.

NOTE 2 – GOING CONCERN

During the three months ended July 31, 2011, the Company incurred a net loss of $379,849, and as of that date, the Company had a negative working capital balance of $239,904. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

In April, 2011, the Company commenced to raise cash through the issuance of convertible promissory notes in a private placement offering to accredited investors. The terms of the promissory notes are summarized as follows:

·

Available to select accredited investors.

·

Original closing date was set for April 30, 2011. However, that close date had been extended to June, 30, 2011.

·

Total aggregate amount of cash to be raised would not exceed $250,000. However, this “ceiling” was raised to $400,000 subsequent to April 30^th.

·

Interest rate of 4% per annum. The Company has the option to pay interest in cash or to pay interest in kind.

·

The proceeds will be used for basic working capital requirements.

·

The notes have a 24-month maturity. At the holder’s option, repayment shall be in cash or in shares of the Company’s common stock at the rate of $0.42 per share after giving effect to the Company’s proposed reverse stock split of 40 to 1.

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GULFMARK ENERGY, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

·

The Company grants to the note holders piggyback registration rights for the shares of common stock underlying the convertible promissory notes. These registration rights will not apply to any “qualified financing” that prohibits the Company from adding the note holders to the registration statement.

·

In the event of any equity related issuance below the $0.42 conversion price (post reverse split), the conversion price will be reduced to the lowest price at which common stock is sold in a “qualified financing”. A “qualified financing” means an equity financing or series of related equity financings in which the Company receives at least $2,500,000 in gross aggregate cash proceeds (before commissions or other transaction related expenses, and including proceeds resulting from any conversion of the Gulfmark Energy, Inc. convertible promissory notes).

This convertible note private placement funding was terminated on June 9, 2011, and a total of $284,400 in cash was raised through the issuance of these notes.

The Company is aware that in order to be fully operational and profitable, it will have to raise substantial capital. This needed capital could be raised through a combination of debt financing, sale of common stock, or direct joint venture participation in various drilling sites. The Company has no assurance that future financing will be available. If this additional financing is not available, the Company may be unable to continue its operations. In addition, any equity financing or convertible debt financing could result in additional dilution to existing shareholders.

NOTE 3 – SUBSEQUENT EVENT

On September 6, 2011, the Company's board of directors and majority shareholders authorized the company to change  its name to Gambit Energy, Inc. in response to a trademark claim  with another company named Gulfmark Energy, Inc, a Texas corporation.

The Company has evaluated subsequent events for recognition or disclosure through the date these financial statements were available to be issued.

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Results of Operations

The Company did not generate any revenue for the three month period ending July 31, 2011. Operating expenses totaled $234,177 for the quarter, and the Company sold a drilling rig and related equipment for a loss of $123,470. The Company incurred a net loss of $379,849 for the quarter.

Liquidity and Capital Resources

The Company had current assets of $127,393 as of July 31, 2011 and current liabilities of $367,297, for a working capital deficiency of $239,904. The Company commenced to issue $284,400 in convertible notes payable in the prior quarter and terminated this fund raising effort in June 2011. Gulfmark is seeking to raise additional capital for general administrative purposes and to commence an oil well drilling program.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “ SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, 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, 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. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Principal Financial Officer (Chairman of the Board), of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures are effective at a reasonable assurance level as of July 31, 2011 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Principal Financial Officer (Chairman of the Board), as appropriate, to allow timely decisions regarding required disclosure.

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Changes in Internal Control over Financial Reporting

There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations

Our management, including our Chief Executive Officer and Principal Financial Officer (Chairman of the Board), does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be 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 our 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. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II

ITEM 1.

LEGAL PROCEEDINGS

On August 17, 2011, Gulfmark Energy, Inc., a company with the same name as our company notified us that it had filed a lawsuit against Gulfmark Energy Group, Inc. and Gulfmark Resources, Inc., two of our subsidiaries,  alleging trademark infringement.  The Case was filed in the U.S. District Court, Southern District of Texas, Houston Division.  To date, the Company has not been served a summons and complaint.

Plaintiff claims a common law trademark to the word "Gulfmark" alleging that the Company's use of the word "Gulfmark" infringes upon their mark.  

The Company settled the legal proceedings effective September 15, 2011 pursuant to a Settlement Agreement.  Within six (6) weeks, the Company agrees to cease all use of, and thereafter refrain from using the term "Gulfmark" as a trademark, service mark or tradename including internet domain names.  Notwithstanding, this requirement, if the SEC requests the Company to respond to an SEC Staff comment letter, or similar request, as a result of the name change, then the compliance period may be extended to November 30, 2011.  The Company filed a preliminary Information Statement on Schedule PRE 14C on September 14, 2011 for the purpose of initiating steps to change its corporate name to Gambit Energy, Inc.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During this quarter we issued equity securities as disclosed in Item 3.02 of the Current Report filed on Form 8-K on June 28, 2011.

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ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.

REMOVED AND RESERVED

ITEM 5.

OTHER INFORMATION

Trademark Matter:

On September 6, 2011, our board of directors and majority shareholders authorized the Company to change its corporate name from Gulfmark Energy, Inc. to Gambit Energy, Inc. pursuant to a settlement agreement in connection with the legal proceeding set forth in Part II,  Item 1. titled "Legal Proceedings" above.

The Company will also change the names of its controlled subsidiaries replacing the word " Gulfmark" with "Gambit".

Reverse Stock Split Matter:

Our issued and outstanding common stock increased from 27,292,011 to 27,292,206 as a result of rounding up fractional shares resulting from the reverse stock split which was implemented on July 1, 2011.

ITEM 6.

EXHIBITS

Exhibit 31.1 – Certification required by Rule 13a-14(a) or Rule 15d-14(a)

Exhibit 32.1 – Certification required by Rule 13a-14(b) or Rule 15d-14(b) and section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

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SIGNATURES

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

Gulfmark Energy, Inc.

(Registrant)

        /s/ Michael R. Ward

By:________________________________

Michael R. Ward, President

Principal Executive Officer and Chief Financial Officer

Date:  September 19, 2011  

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