Gulf United Energy, Inc. - FORM 10-K/A

Attached files

file	filename
EX-31.1 - Gulf United Energy, Inc.	ex31-1.htm
EX-31.2 - Gulf United Energy, Inc.	ex31-2.htm
EX-32.1 - Gulf United Energy, Inc.	ex32-1.htm
EX-32.2 - Gulf United Energy, Inc.	ex32-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

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

For the fiscal year ended August 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 number 0-52322

GULF UNITED ENERGY, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

P.O. Box 22165

Houston, Texas

(Address of principal executive offices)

20-5893642

(I.R.S. Employer Identification

No.)

77227-2165

(Zip Code)

Registrant’s telephone number, including area code:

(713) 942-6575

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ü

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ü

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 ü No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer (Do not check if a smaller reporting company) o	Smaller reporting company ü

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yeso No þ

The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the last reported sales price on the OTCQB on February 28, 2011, is $ 72,571,740. Shares of common stock held by each current executive officer and director and by each person known by the registrant to own 5% or more of the outstanding common stock have been excluded from this computation in that such persons may be deemed to be affiliates

As of November 25, 2011, there were 460,267,726 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

Gulf United Energy, Inc. (the “Company”) is filing this Amendment No. 1 (“Amendment”) to its Annual Report on Form 10-K for the year ended August 31, 2011 filed with the Securities and Exchange Commission on November 29, 2011 (the “Original Filing”) solely for the purpose of correcting portions of the Balance Sheet, Statement of Operations and Statements of Cash Flows that were presented incorrectly in the Original filing due to errors arising during the EDGARization process. We are including in this filing the complete text of our consolidated financial statements, as corrected, along with updated certifications contained in Exhibits 31.1, 31.2, 32.1, and 32.2. Except as discussed in this Explanatory Note, no other changes have been made to the Original Filing and we have not updated disclosures contained herein to reflect any events that occurred subsequent to the date of the Original Filing.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)	The following documents are filed as a part of this report:

	(1)	Consolidated Financial Statements:	Page
		Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of August 31, 2011 and 2010 Consolidated Statements of Operations for the years ended August 31, 2011 and 2010 and for the period from inception (September 19, 2003) through August 31, 2011 Consolidated Statements of Cash Flows for the years ended August 31, 2011 and 2010 and for the period from inception (September 19, 2003) through August 31, 2011 Statements of Changes in Stockholder’s Equity for the period from inception (September 19, 2003) through August 31, 2011 Notes to the Consolidated Financial Statements	F-1 F-2 F-3 F-4 F-5 F-7

(2)	All schedules are omitted because they are not applicable or the required information is shown in the financial statements or the notes thereto.

(3)	Exhibits:
	3.1	Amended and Restated Articles of Incorporation incorporated by reference to Exhibit 10.4 of the Company’s Form 10-Q for the quarter ended May 31, 2010 filed with the SEC on July 20, 2010.
	3.2	Amended and Restated Bylaws incorporated by reference to Exhibit 10.5 of the Company’s Form 10-Q for the quarter ended May 31, 2010 filed with the SEC on July 20, 2010.
	4.1	Common Stock Specimen incorporated by reference to Exhibit 4.1 of the Company’s Form 10-K filed with the SEC on November 29, 2011.
	4.2	Form of Placement Agent Warrant incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed with the SEC on February 17, 2011.
	10.1	Assignment Agreement dated March 12, 2010, by and between the Company, James M. Askew, John B. Connally III, Ernest B. Miller IV, and Rodeo Resources, LP. incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on March 18, 2010.
	10.2	Assignment Agreement dated April 5, 2010, by and between the Company, James M. Askew, John B. Connally III, Ernest B. Miller IV, and Rodeo Resources, LP incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on July 19, 2010.
	10.3	Farmout Agreement, dated July 13, 2010, by and between Gulf United Energy Cuenca Trujillo Ltd. and SK Energy, Sucursal Peruana incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on July 19, 2010.
	10.4	Farmout Agreement, dated July 31, 2010, by and between Gulf United Energy del Colombia Ltd. and SK Energy Co., Ltd. incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on August 5, 2010.
	10.5	Novation and Settlement Agreement, dated effective as of March 12, 2010, by and between Upland Oil and Gas, LLC Sucursal del Peru and Gulf United Energy del Peru Ltd., incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on November 9, 2010.
	10.6	Stock Purchase Agreement, dated effective September 23, 2010, by and among the Company, Cia. Mexicana de Gas Natural, S.A. de. C.V., Manuel Calvillo Alvarez, and Fernando Calvillo Alvarez incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on November 5, 2010.
	10.7	Amendment No. 1 to Farmout Agreement, dated effective August 25, 2011, by and between SK Innovation Co., Ltd. (formerly SK Energy Co. Ltd.) and Gulf United Energy, de Colombia, incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on August 26, 2011.
	10.8	Amended and Restated Employment Agreement, dated effective July 11, 2011, by and between the Company and John B. Connally III, incorporated by reference to Exhibit 10.6 of the Company’s Form 10-Q for the quarter ended May 31, 2011 filed with the SEC on July 15, 2011.
	10.9	Employment Agreement, dated effective July 11, 2011, by and between the Company and Jim D. Ford, incorporated by reference to Exhibit 10.7 of the Company’s Form 10-Q for the quarter ended May 31, 2011 filed with the SEC on July 15, 2011.
	10.10	Amended and Restated Employment Agreement, dated effective July 11, 2011, by and between the Company and Ernest B. Miller IV, incorporated by reference to Exhibit 10.8 of the Company’s Form 10-Q for the quarter ended May 31, 2011 filed with the SEC on July 15, 2011.
	10.11	Amended and Restated Employment Agreement, dated effective July 11, 2011, by and between the Company and James C. Fluker III, incorporated by reference to Exhibit 10.9 of the Company’s Form 10-Q for the quarter ended May 31, 2011 filed with the SEC on July 15, 2011.
	10.12	Employment Agreement, dated effective November 11, 2011, by and between the Company and David Pomerantz, incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on November 15, 2011.
	10.13	2011 Stock Incentive Plan incorporated by reference to Exhibit 10.10 of the Company’s Form 10-Q for the quarter ended May 31, 2011 filed with the SEC on July 15, 2011.
	10.14	Amendment No. 2 to Farmout Agreement, dated effective November 28, 2011, by and between SK Innovation Co., Ltd. (formerly SK Energy Co. Ltd.) and Gulf United Energy, de Colombia. incorporated by reference to Exhibit 10.14 of the Company’s Form 10-K filed with the SEC on November 29, 2011.
	14.1	Code of Ethics incorporated by reference to Exhibit 14.1 of the Company’s Form 10-K for the fiscal year ended August 31, 209 filed with the SEC on December 15, 2009.
	21.1	Subsidiaries
	23.1	Consent of Independent Registered Public Accounting Firm, Harper & Pearson Company, P.C.
	31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)
	31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(1)
	32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
	32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)

(1) Attached herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Dated: January 5, 2012	GULF UNITED ENERGY, INC. (Registrant)

	/s/ John B. Connally III John B. Connally III Chief Executive Officer (Principal Executive Officer)

	/s/ David Pomerantz David Pomerantz Chief Financial Officer (Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Capacity	Date

/s/ John B. Connally III John B. Connally III	Director and Chairman of the Board Chief Executive Officer (Principal Executive Officer)	January 5, 2012

/s/ David Pomerantz David Pomerantz	Chief Financial Officer (Principal Financial and Accounting Officer)	January 5, 2012

/s/ John N. Seitz John N. Seitz	Director	January 5, 2012

/s/ Thomas G. Loeffler Thomas G. Loeffler	Director	January 5, 2012

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Gulf United Energy, Inc.

We have audited the accompanying consolidated balance sheets of Gulf United Energy, Inc. and subsidiaries as of August 31, 2011 and 2010, and the related consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows for each of the years in the two-year period ended August 31, 2011, and for the period from inception (September 19, 2003) through August 31, 2011. We also have audited Gulf United Energy, Inc.’s internal control over financial reporting as of August 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Gulf United Energy, Inc.’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Gulf United Energy, Inc. and subsidiaries as of August 31, 2011 and 2010, and the results of their operations and their cash flows for each of the years in the two-year period ended August 31, 2011, and for the period from inception through August 31, 2011, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, Gulf United Energy, Inc. maintained, in all material respects, effective internal control over financial reporting as of August 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

//S// Harper & Pearson Company, P.C.

Houston, Texas

November 29, 2011

F-1

GULF UNITED ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

Consolidated Balance Sheets

	August 31,			August 31,
	2011			2010
ASSETS
Current Assets
Cash	$	7,251,657		$	19,679
Payroll taxes receivable		-			39,153
Pre-paid expenses		4,443			20,000
Total Current Assets		7,256,100			78,832

Fixed Assets:
Computer Equipment		12,255			3,300
Software License		62,563			62,563
Less: Accumulated Depreciation		(35,696	)		(13,727	)
Net Fixed Assets		39,122			52,136

Other Assets
Investment in oil and gas properties (Note 9)		20,160,581			7,574,581
Total Other Assets		20,160,581			7,574,581

Total Assets	$	27,455,803		$	7,705,549

LIABILITIES
Current
Accounts payable and accrued liabilities	$	282,286		$	387,692
Accounts payable to operators of working interests		974,769			1,150,000
Loans payable related parties (Note 7)		26,574			26,574
Shareholder loans payable and accrued interest (Net of note discount of
$110,277 at August 31, 2011 and $856,433 at August 31, 2010 (Note 7)		1,389,634			3,223,516
Total Current Liabilities		2,673,263			4,787,782

Total Liabilities	$	2,673,263		$	4,787,782
STOCKHOLDERS' EQUITY (DEFICIENCY)
Common Stock
Authorized:
700,000,000 shares with a par value of $0.001		-			-
Issued and Outstanding:
454,667,726 as of August 31, 2011 and		454,668			293,700
293,700,000 as of August 31, 2010
Common stock subscribed		824,600			-
Additional paid-in capital		42,445,865			6,992,910
Accumulated other comprehensive income		(29	)		-
Deficit Accumulated During The Development Stage		(18,942,564	)		(4,368,843	)
Total Stockholders' Equity (Deficiency)		24,782,540			2,917,767
Total Liabilities and Stockholders' Equity (Deficiency)	$	27,455,803		$	7,705,549

The accompanying notes are an integral part of these consolidated financial statements.

F-2

GULF UNITED ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

Consolidated Statements of Operations

							Period From
							Inception
							(September 19, 2003)
	Year Ended August 31,						through
	2011			2010			August 31, 2011

Revenues	$	-		$	-		$	-

Cost of Sales		-			-			-

Gross Profit		-			-			-

General and administrative expenses		4,216,766			805,249			5,536,322
General and administrative expenses - related parties		9,087,043			-			9,087,043

Operating Loss		(13,303,809	)		(805,249	)		(14,623,365	)

Other (Income) and Expense
Gain on settlement of debt		-			-			(3,333	)
Interest expense		942,003			146,676			1,089,358
Interest expense - related parties		692,826			423,034			1,631,374
Interest Income		(14,917	)		-			(14,917	)

Loss from continuing operations		(14,923,721	)		(1,374,959	)		(17,325,847	)

Gain (Loss) from discontinued operations		350,000			(940,240	)		(1,616,717	)
Net Loss	$	(14,573,721	)	$	(2,315,199	)	$	(18,942,564	)

Basic And Diluted Loss per share
from continuing operations	$	(0.04	)	$	(0.01	)	$	(0.21	)

Basic And Diluted Loss per share
from discontinued operations	$	0.00		$	(0.01	)	$	(0.02	)

Basic And Diluted Net Loss per share	$	(0.04	)	$	(0.02	)	$	(0.23	)

Weighted Average Shares Outstanding		394,388,436			115,018,082			83,557,935

The accompanying notes are an integral part of these consolidated financial statements.

F-3

GULF UNITED ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

Consolidated Statements of Cash Flows

							Period From
							Inception
							(September 19, 2003)
	Year Ended August 31,						Through
	2011			2010			August 31, 2011
Cash Flows From Operating Activities
Net loss for the period	$	(14,573,721	)	$	(2,315,199	)	$	(18,942,564	)
Adjustments to reconcile net loss to net cash used by
operating activities:
Depreciation expense		21,970			11,527			35,697
Expenses paid by issuance of common stock		9,848,400			192,600			10,041,000
Accrued interest added to (paid from) shareholder loans		9,647			206,193			731,355
Compensation expense paid by stock option issuance		74,772			-			74,772
Loan discount amortization		1,369,388			329,358			1,698,746
Non-cash portion of interest expense		-			-			3,333
Gain on settlement of debt		-			-			(3,333	)
Foreign currency translation loss		(29	)		-			(29	)
Impairment of investment in joint venture projects		-			940,240			1,951,210
Change in operating assets and liabilities
Payroll tax receivable		39,153			(39,153	)		-
Pre-paid expenses		(4,443	)		-			(4,443	)
Accounts payable and accrued liabilities		(280,638	)		286,741			107,054
Net Cash Used By Operating Activities		(3,495,501	)		(387,693	)		(4,307,202	)
Cash Flows From Investing Activities
Capital Expenditures		(8,955	)		(62,563	)		(74,818	)
Investment in oil and gas projects		(12,496,000	)		(2,868,581	)		(15,364,581	)
Advances to and investment in joint venture projects		-			-			(250,000	)
Net cash used by investing activities		(12,504,955	)		(2,931,144	)		(15,689,399	)

Cash Flows From Financing Activities
Proceeds from sale of common stock		25,822,119			587,500			26,435,669
Proceeds of bridge financing		3,800,000			-			3,800,000
Principal payment on bridge financing		(3,800,000	)		-			(3,800,000	)
Increase in loans payable to related parties		-			-			226,574
Principal payments on shareholder loans		(3,989,685	)		(150,000	)		(4,139,685	)
Proceeds from (Payments for) shareholder loans payable		1,400,000			2,900,500			4,725,700
Net cash provided by financing activities		23,232,434			3,338,000			27,248,258
Increase/(Decrease) In Cash During The Period		7,231,978			19,163			7,251,657
Cash, Beginning Of Period		19,679			516			-

Cash, End Of Period	$	7,251,657		$	19,679		$	7,251,657

The accompanying notes are an integral part of these consolidated financial statements.

F-4

GULF UNITED ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

Consolidated Statements of Stockholders’ Equity and Comprehensive Income

												DEFICIT
										ACCUMULATED		ACCUMULATED
	COMMON SHARES				ADDITIONAL			COMMON		OTHER		DURING THE
			PAR		PAID-IN			SHARES		COMPREHENSIVE		DEVELOPMENT
	NUMBER		VALUE		CAPITAL			SUBSCRIBED		INCOME		STAGE			TOTAL
Balance, September 19,
2003 (date of inception)		-	$	-	$	-		$	-	$	-	$	-		$	-
Capital stock issued for cash:
October 2003 at $0.001		2,500,000		2,500		-			-		-		-			2,500
November 2003 at $0.005		160,000		160		640			-		-		-			800
December 2003 at $0.005		1,400,000		1,400		5,600			-		-		-			7,000
June 2004 at $0.01		1,000,000		1,000		9,000			-		-		-			10,000
July 2004 at $0.25		23,000		23		5,727			-		-		-			5,750
Net loss for the period		-		-		-			-		-		(15,880	)		(15,880	)
Balance, August 31, 2004		5,083,000		5,083		20,967			-		-		(15,880	)		10,170
Net loss for the year		-		-		-			-		-		(16,578	)		(16,578	)
Balance, August 31, 2005		5,083,000		5,083		20,967			-		-		(32,458	)		(6,408	)
November 10, 2005 Stock
Split Adjustment		20,332,000		20,332		(20,332	)		-		-		-			-
Net loss for the year		-		-		-			-		-		(31,577	)		(31,577	)
Balance, August 31, 2006		25,415,000		25,415		635							(64,035	)		(37,985	)
Capital stock issued for investment:
January 2007 at $0.735 per share		185,000		185		135,790			-		-		-			135,975
July 2007 at $0.735 per share		750,000		750		550,500			-		-		-			551,250
Net loss for the year		-		-		-			-		-		(257,804	)		(257,804	)
Balance, August 31, 2007		26,350,000		26,350		686,925							(321,839	)		391,436
Net loss for the year		-		-		-			-		-		(378,039	)		(378,039	)
Balance, August 31, 2008		26,350,000		26,350		686,925							(699,878	)		13,397
Net loss for the year		-		-		-			-		-		(1,353,766	)		(1,353,766	)
Balance, August 31, 2009		26,350,000		26,350		686,925			-		-		(2,053,644	)		(1,340,369	)

Capital stock issued for settlement
of name issue:
January 2010 at $0.01 per share		50,000		50		450			-		-		-			500
Capital stock issued to buy
subsidiary:
March 2010 at $0.032 per share		300,000		300		9,300			-		-		-			9,600
Capital stock issued for cash:
March 2010 at $0.01 per share		59,750,000		59,750		527,750			-		-		-			587,500
Capital stock issued for services:
March 2010 at $0.01 per share		20,750,000		20,750		186,750			-		-		-			207,500
April 2010 at $0.01 per share		1,500,000		1,500		13,500			-		-		-			15,000
Capital stock issued for oil and
gas properties:
March 2010 at $0.01 per share		40,000,000		40,000		384,000			200,000		-		-			624,000
Capital stock issued for loan
conversion:
March 2010 at $0.01 per share		20,000,000		20,000		180,000			200,000		-		-			400,000
Shareholder loan interest forgiven		-		-		631,444			-		-		-			631,444
Capital stock issued with short-
term debt:
April 2010 at $0.065 per share		17,500,000		17,500		671,894			-		-		-			689,394
May 2010 at $0.065 per share		5,000,000		5,000		191,970			-		-		-			196,970
June 2010 at $0.087 per share		2,500,000		2,500		113,810			-		-		-			116,310
July 2010 at $0.075 per share		3,000,000		3,000		125,571			-		-		-			128,571
July 2010 at $0.120 per share		500,000		500		26,773			-		-		-			27,273
August 2010 at $0.120 per share		500,000		500		26,773			-		-		-			27,273

F-5

GULF UNITED ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

Consolidated Statements of Stockholders’ Equity and Comprehensive Income

													DEFICIT
										ACCUMULATED			ACCUMULATED
	COMMON SHARES				ADDITIONAL		COMMON			OTHER			DURING THE
			PAR		PAID-IN		SHARES			COMPREHENSIVE			DEVELOPMENT
	NUMBER		VALUE		CAPITAL		SUBSCRIBED			INCOME			STAGE			TOTAL
Capital stock issued for oil and
gas properties:
June 2010 at $0.01 per share		20,000,000	$	20,000	$	180,000	$	(200,000	)	$	-		$	-		$	-
July 2010 at $0.052 per share		56,000,000		56,000		2,856,000		-			-			-			2,912,000
Capital stock issued for loan
conversion:
June 2010 at $0.01 per share		20,000,000		20,000		180,000		(200,000	)		-			-			-
Net loss for the period		-		-		-		-			-			(2,315,199	)		(2,315,199	)
Balance, August 31, 2010		293,700,000		293,700		6,992,910		-			-			(4,368,843	)		2,917,767

Capital stock issued for services:
September 2010 at $0.06 per share		2,500,000		2,500		147,500		-			-			-			150,000
October 2010 at $0.057 per share		1,200,000		1,200		67,200		-			-			-			68,400
December 2010 at $0.081 per share		40,000,000		40,000		7,960,000		-			-			-			8,000,000
January 2011 at $0.063 per share		2,700,000		2,700		167,400		(170,100	)		-			-			-
February 2011 at $0.15 per share		304,000		304		60,496		-			-			-			60,800
March 2011 at $0.30 per share		125,000		125		37,375		(37,500	)		-			-			-
March 2011 at $0.26 per share		2,000,000		2,000		515,000								-			517,000
July 2011 at $0.155 per share								824,600									824,600
Capital stock issued for cash:
December 2010 at $0.20 per share		3,875,000		3,875		746,915		-			-			-			750,790
January 2011 at $0.20 per share		9,750,000		9,750		1,878,553		25,000			-			-			1,913,303
February 2011 at $0.30 per share		83,388,726		83,389		23,074,637		-			-			-			23,158,026
March 2011 at $0.020 per share		125,000		125		24,875		(25,000	)		-						-
Capital stock subscribed for services:
September 2010 at $0.063 per share		-		-		-		170,100			-			-			170,100
February 2011 at $0.30 per share		-		-		-		37,500			-			-			37,500
Capital stock issued with short-
term debt:
September 2010 at $0.043 per share		6,500,000		6,500		272,073		-			-			-			278,573
October 2010 at $0.047 per share		1,000,000		1,000		45,524		-			-			-			46,524
October 2010 at $0.043 per share		1,500,000		1,500		62,787		-			-			-			64,287
November 2010 at $0.047 per share		1,500,000		1,500		68,286		-			-			-			69,786
Januuary 2011 at $0.047 per share		1,500,000		1,500		68,286		(69,786	)		-			-			-
February 2011 at $0.047 per share		1,000,000		1,000		45,524		(46,524	)		-			-			-
March 2011 at $0.047 per share		1,000,000		1,000		46,752		(47,752	)		-
Capital stock subscribed with
short-term debt:
November 2010 at $0.047 per share		-		-		-		139,572			-			-			139,572
November 2010 at $0.049 per share		-		-		-		24,490			-			-			24,490
Capital stock issued for oil and
gas properties:
November 2010 at $0.09 per share		1,000,000		1,000		89,000		-			-			-			90,000
Compensation expense paid by
stock option issuance		-		-		74,772		-			-			-			74,772
Comprehensive loss:
Net loss		-		-		-		-			-			(14,573,721	)		(14,573,721	)
Other comprehensive income -
Cumulative currency transalation adjustment											(29	)					(29	)
Total comprehensive loss																	(14,573,750	)
Balance, August 31, 2011		454,667,726	$	454,668	$	42,445,865	$	824,600		$	(29	)	$	(18,942,564	)	$	24,782,540

The accompanying notes are an integral part of these consolidated financial statements.

F-6

Notes to Consolidated Financial Statements

August 31, 2011 and 2010

Note 1 — Description of Business

Gulf United Energy, Inc. (“Gulf United” or the “Company”) is a development stage oil and gas exploration and production company with operations in South America. The Company currently has limited operations and is a development stage company as defined by the Financial Accounting Standards Board (FASB) Accounting Standards for Development Stage Entities. Gulf United’s current asset portfolio includes participation in two hydrocarbon exploration blocks operated by SK Innovation Co. Ltd. (“SK Innovation” – Formerly SK Energy, Ltd.). SK Innovation is a subsidiary of SK Innovation Group, one of South Korea’s top five industrial conglomerates. SK Innovation is Korea’s largest petroleum refiner and is currently active in 29 blocks in 16 countries.

In Colombia, we acquired, subject to regulatory approval, a 12.5% working interest in the 345,592 acre CPO-4 block in the Llanos Basin. Block CPO-4 is near existing production and immediately adjacent to and on trend with the Guatiquia block operated by Petrominerales Ltd. (TSX:PMG). Block CPO-4 is the near-term focus of the Company and SK Innovation, with drilling commencing in July, 2011. We spudded one well of two planned wells on Block CPO-4 on July 12, 2011 as described under oil and gas properties above. As reported in the Form 8-K filed July 14, 2011, the well showed indications of oil and a significant amount of associated gas. The Form 8-K also reported several technical factors causing the operator significant delays in completing the well to its final depth of 16,300 feet. While the well is taking longer to drill than anticipated, we believe that the presence of hydrocarbons at the 12,200 to 12,500 foot depth may increase the likelihood of hydrocarbons in the lower sands as production from fields in this area of the Llanos Basin have been historically associated with stacked pay sequences. As a result, we believe that the geologic risk in the well may have been reduced. However, despite the information derived from the initial wellbore, there is no assurance that we will locate hydrocarbons in sufficient quantities to be commercially viable, or that the drilling program will be successful.

In Peru, we acquired, subject to regulatory approval, a 40% working interest in the 2,803,411 acre Z-46 offshore block in the Trujillo Basin. Recently re-processed 2-D seismic data suggests a submarine fan deposition on the block and multiple leads have been identified. Two wells previously drilled on the block by Repsol reported oil, indicating an active hydrocarbon system. The Company and SK Innovation began the acquisition of additional infill 2-D seismic data in December 2010; additional acquisition and analysis of data is ongoing.

Also in Peru, we acquired, subject to regulatory approval, a 5% participating interest in Block XXIV, an approximately 276,137 gross acre concession, and a 2% participating interest in the Peru Technical Evaluation Area (the “Peru TEA”). The Peru TEA consists of four contiguous blocks totaling approximately 40 million gross acres onshore on the western flank of the Andes Mountains. Block XXIV and Peru TEA are both operated by Upland Oil & Gas, LLC (“Upland”). Two exploratory wells have been drilled on Block XXIV and both wells are considered dry holes. Upland has completed the field work on a 200 kilometer seismic shoot and the information is in for processing. The plan for the coming year is further geological studies and the potential drilling of one or two wells. On the Peru TEA, Upland has completed a gravity aeromagnetic program and satellite imaging study covering a large portion of the TEA’s. The plan for the coming year is for additional geological studies on selected areas to be determined at a future date.

We have begun the process of obtaining the necessary approvals described above. While we believe that we will be successful in obtaining the necessary approvals, if we do not receive such approvals or are not able to work out a favorable alternative arrangement with the parties to our agreements, then we may not be able to legally protect or enforce our rights to the affected oil and gas interests. As we do not currently have recordable title to any of our oil and gas interests, our business would be materially adversely affected if we are unable to protect or enforce our rights to maintain our rights to our oil and gas interests. Moreover, while we believe that we would have rights to receive or be refunded all amounts paid under our agreements, there is no assurance that our operating partners would have readily available funds from which to reimburse our advances.

F-7

GULF UNITED ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

August 31, 2011 and 2010

We expect to engage in additional investment opportunities in oil and gas exploration and development as our resources permit. The scope of our activities in this regard may include, but may not be limited to, the acquisition or assignment of rights to develop exploratory acreage under concessions with government authorities and other private or public exploration and production companies, the purchase of oil and gas producing properties, farm-in and farmout opportunities (i.e., the assumption or assignment of obligations to fund the cost of drilling and development). We plan to continue our focus on early-stage exploration of hydrocarbons through a variety of transactions aimed at building a resource base.

Note 2 — Summary of Significant Accounting Policies

Basis of Accounting

The Company maintains its accounts on the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP). The accompanying consolidated financial statements of 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”). In the opinion of management, all adjustments necessary for a fair presentation of consolidated financial position and the results of operations have been reflected herein.

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentration of credit risk at this time consist principally of cash. The Company places its cash with high credit quality financial institutions. At times, such amounts may exceed FDIC limits; however, these deposits typically may be redeemed upon demand and therefore bear minimal risk. In monitoring this credit risk, the Company periodically evaluates the stability of the financial institutions.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain of our more critical accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts, and our observance of trends in the industry and information available from other outside sources, as appropriate. Different, reasonable estimates could have been used in the current period. Additionally, changes in accounting estimates are reasonably likely to occur from period to period. These, and other, factors could have a material impact on the presentation of our financial condition, changes in financial condition or results of operations.

Cash

Cash includes cash in a demand deposit account and a money market account with a Houston bank. In addition, the Company has established a cash account in Bogota, Colombia as required by local regulations. This account is maintained in Colombian pesos.

F-8

GULF UNITED ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

August 31, 2011 and 2010

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, accounts payable, accrued liabilities and debt. It is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these instruments. The fair value of these financial instruments approximates their carrying values.

The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest and discount rates that approximate prevailing market rates. In determining fair values, there are three levels of inputs used to determine value. Level 1 inputs are quoted prices in active markets for identical assets and liabilities. Level 2 inputs are inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs which include risk inherent in the asset or liability.

Software License and Fixed Assets

The value of the software license and computer equipment is stated at cost. Depreciation is computed using the straight-line method over the thirty six-month estimated useful life of the software and equipment. Any costs associated with maintenance and upgrades will be charged to expense as incurred. When an asset is retired or otherwise disposed of, the costs and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in income for the period; significant renewals and betterments are capitalized. Depreciation expense for the years ended August 31, 2011 and 2010 was $21,970 and $11,527, respectively.

Impairment of Long-lived Assets

The Company evaluates impairment when events or circumstances indicate that a long-lived asset’s carrying value may not be recovered. These events include market declines, decisions to sell an asset and adverse changes in the legal or business environment. If events or circumstances indicate that a long-lived asset’s carrying value may not be recoverable, the Company estimates the future undiscounted cash flows from the asset for which the lowest level of separate cash flows may be determined, to determine if the asset is impaired. If the total undiscounted future cash flows are less than the carrying amount for the asset, the Company estimates the fair value of the asset through reference to sales data for similar assets, or by using a discounted cash flow approach. The asset’s carrying value is then adjusted downward to the estimated fair value. At August 31, 2011, management did not believe that any impairment exists with respect to its long-lived assets.

Inflation

The Company's results of operations have not been significantly affected by inflation and management does not expect inflation to have a significant effect on its operations in the foreseeable future.

Oil and gas properties

The Company follows the full cost method of accounting for its oil and gas properties, whereby all costs incurred in connection with the acquisition, exploration for and development of petroleum and natural gas reserves are capitalized. Such costs include costs of acquisition, geological and geophysical activities, rentals on non-producing leases, drilling, completing and equipping of oil and gas wells and administrative costs directly attributable to those activities and asset retirement costs. Sales or other dispositions of oil and gas properties will be accounted for as adjustments to capitalized costs, with no gain or loss recorded unless the ratio of capitalized costs to proven reserves would significantly change, or to the extent that the sales proceeds exceed our capitalized costs. As of August 31, 2011 and 2010, the Company had oil and gas property investments in the amount of $20,160,581 and $7,574,581 that are excluded from depletion because reserves have not been proven to be associated with those properties.

F-9

GULF UNITED ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

August 31, 2011 and 2010

If proved reserves are found and when its quantity can be estimated, costs in excess of the present value of estimated future net revenues, if any, will be charged to impairment expense. The Company will apply the full cost ceiling test on a quarterly basis on the date of the latest consolidated balance sheet presented. It is not known at this time if any recoverable reserves of oil and gas exist. As of the date of this report and based upon all the known facts and circumstances, management does not believe that any impairment exists with respect to oil and gas properties.

Asset retirement costs will be recognized when an asset is placed in service and will be included in the amortization base and will be amortized over proved reserves, if any, using the units of production method. Depletion of proved oil and gas properties will be calculated on the units-of-production method based upon estimates of proved reserves, if any. Such calculations include the estimated future costs to develop proved reserves, if any. Costs of unproved properties are not included in the costs subject to depletion. These costs will also be assessed quarterly for impairment.

Asset Retirement Obligation

GAAP requires that an asset retirement obligation (ARO) associated with the retirement of a tangible long-lived asset be recognized as a liability in the period in which it is incurred and becomes determinable. Under this method, when liabilities for dismantlement and abandonment costs, excluding salvage values, are initially recorded, the carrying amount of the related oil and natural gas properties is increased. The fair value of the ARO asset and liability is measured using expected future cash outflows discounted at the Company’s credit-adjusted risk-free interest rate. Accretion of the liability is recognized each period using the interest method of allocation, and the capitalized cost is depleted using the units of production method. Should either the estimated life or the estimated abandonment costs of a property change materially upon the Company’s quarterly review, a new calculation is performed using the same methodology of taking the abandonment cost and inflating it forward to its abandonment date and then discounting it back to the present using the Company’s credit-adjusted, risk-free rate.

The carrying value of the asset retirement obligation is adjusted to the newly calculated value, with a corresponding offsetting adjustment to the asset retirement cost related to oil and gas property accounts. At August 31, 2011 and 2010, the Company has no material asset retirement obligations.

Basic Loss per Share

The Company is required to provide basic and diluted earnings (loss) per common share information. The basic net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss applicable to common stockholders, adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. During the period ended August 31, 2011, the Company issued five-year warrants to purchase up to 1 million shares of common stock at an exercise price of $0.30 per share as described in Note 4. In addition, on June 14, 2011 the Company adopted the 2011 Stock Incentive Plan under which the Company may issue incentive stock grants and incentive stock options to Company employees, directors and consultants up to 45,000,000 shares which may not exceed 10,000,000 shares in total and may not exceed 1,000,000 shares to any individual during any calendar year. These incentive share grants and option grants generally vest over a three-year period from the date of each grant. As of August 31, 2011, the Company has granted a total of 1,200,000 shares in incentive stock grants and incentive stock options to purchase 3,000,000 shares at an exercise price of $0.32 per share.

Potential dilutive securities as of August 31, 2011 have been considered, but the potential dilutive effect of these securities is not believed to be material and would be anti-dilutive. The Company reported net losses in the twelve month periods ended August 31, 2011 and 2010 of $14,573,721 and $2,315,199, respectively; accordingly, the effects of any additional shares would be anti-dilutive. The weighted average number of common and common equivalent shares outstanding was 394,388,436 and 115,018,082 for the years ended August 31, 2011 and 2010, respectively.

F-10

GULF UNITED ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

August 31, 2011 and 2010

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Gulf United Energy, Inc. and its wholly-owned subsidiaries, Gulf United Energy del Peru, Ltd., Gulf United Energy Cuenca Trujillo, Ltd. and Gulf United Energy de Colombia, Ltd. as of August 31, 2011 and August 31, 2010. All significant inter-company transactions and balances have been eliminated in the consolidation.

Accounting for Uncertain Tax Positions

GAAP provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an entity’s financial statements. GAAP requires an entity to recognize the financial statement impact of a tax position when it is more likely that not that the position will be sustained upon examination. The Company believes that all significant tax positions utilized by the Company will more likely than not be sustained upon examination. As of the Company’s fiscal year-end, August 31, 2011, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are from the fiscal year 2008 forward (with limited exceptions). Tax penalties and interest, if any, would be accrued as incurred and would be classified as tax expense in the consolidated statements of operations.

Stock-Based Compensation Arrangements

GAAP requires all share-based payments to employees, including grants of employee stock options, to be based on their fair values. In accordance with the provisions of GAAP, share-based compensation cost is measured at the grant date, based on the calculated fair value of the award. The Company recognizes compensation cost net of a forfeiture rate and recognizes the compensation cost for only those awards expected to vest on a straight-line basis over the requisite service period of the award, which is generally the vesting term. The Company estimated the forfeiture rate based on its historical experience and its expectations of future forfeitures. We currently expect no forfeitures. This stock-based compensation is recognized as general and administrative expense over the employee’s requisite service period (generally the vesting period of the equity award). We apply the fair value method in accounting for stock option grants using the Black-Scholes Method.

We grant restricted stock and stock options to employees and directors as incentive compensation. The restricted stock and options generally vest over three years. The vesting of these shares and options is dependent upon the continued service of the grantees with Gulf United Energy, Inc. Upon the occurrence of a change in control, each outstanding share of restricted stock and stock option will immediately vest.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The following summarizes the assumptions used in the option-pricing model and the method for determining the assumptions:

	2011		Method of Determining Assumptions

Risk-free rate		1.67%	U.S. treasury yield for 5-year treasury notes in effect at the time of grant.
Expected years until exercise		5.00	Average option term
Expected stock volatility		100%	Historical Gulf United Energy, Inc. for the period since recent change in capitalization.
Dividend yield	_		Historical record and plan

F-11

GULF UNITED ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

August 31, 2011 and 2010

At August 31, 2011, total compensation cost related to non-vested options and awards not yet recognized was approximately $0.6 million and is expected to be recognized over a period of less than three years.

Stock Options

Information relating to stock options is summarized as follows:


		Weighted		Weighted
	Number of	Average		Average
	Shares	Exercise		Contractual		Aggregate
	Underlying	Price per		Life in		Intrinsic
	Options	Share		Years		Value

Balance outstanding September 1, 2010	-
Granted	3,000,000		0.32
Exercised	-
Forfeited	-
Expired	-


Balance outstanding — August 31, 2011	3,000,000	$	0.32		5.0	$	688,677


Currently exercisable — August 31, 2011	-	$	0.00		5.0	$	-

The weighted average grant-date fair value of options granted during 2011 was $0.32.

Restricted Stock Awards

At August 31, 2011, our employees and directors held 1.2 million restricted shares of our common stock that vest over the service period of up to three years. The restricted stock awards were valued based on the closing price of our common stock on the measurement date, typically the date of grant, and compensation expense is recorded on a straight-line basis over the restricted share vesting period.

The following table summarizes the restricted stock awards activity during the twelve months ended August 31, 2011:


			Weighted
			Average Grant
			Date Fair
	Number of		Value per
	Shares		Share

Balance outstanding — September 1, 2010		0	$	-
Granted		1,200,000		0.32
Vested		0		-
Forfeited		0		-


Balance outstanding — August 31, 2011		1,200,000	$	0.32

Total grant date fair value of shares vesting during the period		0	$	-

F-12

GULF UNITED ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

August 31, 2011 and 2010

Non-Cash stock-based compensation is recorded in G&A expenses as follows:

	2011

G&A Expenses	$	74,772

Total non-cash stock-based compensation	$	74,772

Recently Issued Accounting Pronouncements

In February 2010, the FASB amended guidance on subsequent events to alleviate potential conflicts between FASB guidance and Securities and Exchange Commission (“SEC”) requirements. Under this amended guidance, SEC filers are no longer required to disclose the date through which subsequent events have been evaluated in originally issued and revised financial statements.

There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.

Note 3 – Investments

Investment in Joint Venture Entities - Sold

As reported in the Company’s Form 8K filed on November 5, 2010, the Company closed on an agreement with its former joint venture partner, Cia. Mexicana de Gas Natural, S.A. de C.V., to sell all of the Company’s shares in Fermaca LNG de Cancun, S.A. de C.V. and Fermaca Gas de Cancun, S.A. de C.V. for a total amount of $1,000,000 of which $50,000 was paid upon entry into the sale agreement, $150,000 of which was paid at the close of the transaction, $120,000 of the next $150,000 was paid as of February 28, 2011 with the remaining $30,000 paid in March, 2011. Because the Company is no longer involved in any downstream oil and gas activities, and because the Company has no further involvement in the joint ventures, the amounts related to the joint ventures have been reclassified to discontinued operations in accordance with GAAP. The next installment of $150,000 was due on May 1, 2011 and the following $150,000 installments were due on August 1, 2011 and November 1, 2011. As of November 25, 2011, none of these installments have been paid. The final payment of $200,000 is due February 1, 2012. No interest accrues on the installments; however, the contract provides for 7% interest to be paid on late payments. Management is currently negotiating an extended repayment schedule; however, there is no certainty that all or any of the installments will be paid. We have recognized payments as gain on the sale of the joint venture investment as the sales proceeds are received. Because the sale of the joint venture interests ended the Company’s investments in pipeline and LNG infrastructure, the gain from the sale and the impairment losses have been reclassified to discontinued operations. As of August 31, 2011, the unrecorded present value of the $650,000 cannot be determined because the timing of the payments is uncertain.

Investments in oil and gas properties

Colombia CPO-4

On July 30, 2010, the Company entered into a farmout agreement with SK Innovation pursuant to which, the Company, through its wholly owned subsidiary, Gulf United Energy de Colombia Ltd., acquired the right to earn an undivided twelve and one-half percent (12.5%) participation interest in the CPO-4 block located in the Llanos Basin of Colombia. The assignment of the interest in CPO-4 is conditioned upon the approval by the National Hydrocarbon Agency of Colombia (“ANH”) and the Republic of Korea.

F-13

GULF UNITED ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

August 31, 2011 and 2010

To date, we have not obtained the written approvals from the Republic of Korea or the ANH. The farmout agreement with SK Innovation, as amended, requires these approvals by April 30, 2012. Pursuant to the existing farmout with SK Innovation, if the Company does not receive the approvals by April 30, 2012, the agreement calls for a thirty day grace period during which the Company and SK Innovation have agreed to negotiate an amendment to the farmout agreement on mutually agreeable terms. If the Company and SK Innovation are unable to agree upon any additional amendments during such thirty day grace period, SK Innovation has the right to terminate the farmout agreement. Management believes that it maintains good relations with SK Innovation and, as a result, should be able to negotiate any necessary amendments to the farmout agreement on mutually agreed economic terms in the event the approvals are not ultimately obtained. Notwithstanding the above, if SK Innovation elects to exercise its termination right as the result of the failure to obtain the written approvals from the ANH or the Republic of Korea, the Company’s interest in Block CPO-4 will be deemed re-assigned back to SK Innovation, and the Company will have the right to have returned any amounts paid under the farmout agreement, without interest. The Company has paid SK its share of past costs and has paid and will pay SK its proportionate share of on-going costs and an additional twelve and one-half percent (12.5%) of seismic acquisition costs amounting to $7,249,002 and $650,000 at August 31, 2011 and 2010 respectively. The Company will pay a total of twenty-five percent (25%) of seismic acquisition costs.

SK Innovation serves as operator on CPO-4. Block CPO-4 is near existing production and immediately adjacent to and on trend with the Guatiquia block operated by Petrominerales Ltd. (TSX:PMG). Block CPO-4 is the near-term focus of the Company and SK Innovation, with drilling commencing in July 2011. In July 2011, the Company spudded the Tamandua-1, a 16,300 foot well, in the northern part of CPO-4 as described above under oil and gas properties.

Peru Z-46

On July 13, 2010, the Company entered into a farmout agreement with SK Innovation pursuant to which the Company will pay to SK Innovation approximately $2,914,917 for past costs and expenses incurred through May 31, 2010 to earn an undivided forty percent (40%) participation interest in Block Z-46. The payment for past costs is due within thirty (30) days after receipt of the approval from Perupetro S.A. which is expected in February 2012.

The Company has paid and will pay SK Innovation its proportionate share of on-going costs and an additional thirty-five percent (35%) of seismic acquisition costs (the Company pays a total of seventy five percent (75%) of certain seismic acquisition costs) amounting to $8,586,240 and $2,999,299 at August 31, 2011 and 2010, respectively. The assignment of the participation interest in Block Z-46 is conditioned upon the approval of the assignment by Perupetro S.A. (“Perupetro”), the state owned entity responsible for promoting, negotiating, underwriting and monitoring contracts for exploration and exploitation of hydrocarbons in Peru. The Company, with the assistance of SK Innovation, has completed the documentation required for the approval of the assignment; however confirmation of the approval has not yet been obtained. The farmout agreement with SK Innovation requires approval from Perupetro by November 30, 2011. The Company and SK Innovation have met to discuss possible amendments to the farmout agreement, which may include an extension to the approval date from Perupetro and/or deletion of the approval condition altogether as a result of a re-structured economic deal. Pursuant to the existing farmout with SK Innovation, if the Company did not receive the Perupetro approval by November 30, 2011, the agreement calls for a thirty day grace period during which the Company and SK Innovation have agreed to negotiate an amendment to the farmout agreement on mutually agreeable terms. If the Company and SK Innovation are unable to agree upon any additional amendments during such thirty day grace period, SK Innovation has the right to terminate the agreement commencing December 31, 2011. Management believes that it maintains good relations with SK Innovation, and as a result, will be able to negotiate any necessary amendments to the farmout agreement on mutually agreed economic terms in the event the Perupetro approval is not ultimately obtained.

F-14

GULF UNITED ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

August 31, 2011 and 2010

Notwithstanding the above, if SK Innovation elects to exercise its termination right, which will be effective as of December 31, 2011 assuming no new developments, the Company’s interest in Block Z-46 will be deemed re-assigned back to SK Innovation, and the Company will have the right to have returned any amounts paid under the farmout agreement, without interest ($5,626,488 has been paid through August 31, 2011).

Recently re-processed 2-D seismic data suggests a submarine fan deposition on the block and multiple leads have been identified. Two wells previously drilled on the block by Repsol reported oil, indicating an active hydrocarbon system. The Company and SK Innovation began the acquisition of additional infill 2-D seismic data in December 2010; the acquisition, processing and analysis of seismic data is ongoing.

Peru Block XXIV and TEA

On July 31, 2010, the Company entered into an amendment to the participation agreement dated March 12, 2010 covering blocks XXIV Peru and the Peru TEA. Under the terms of the amendment, the Company acquired an undivided 5% working interest in Block XXIV, an approximately 280,000 acre onshore and offshore property and an undivided 2% working interest in the Peru TEA which consists of four contiguous blocks totaling approximately 40,000,000 acres.

The assignment to the Company of the interests in Block XXIV and the Peru TEA are also subject to the approval of Perupetro S.A., along with certain governmental agencies of the Republic of Peru. Until such time as the approvals are received, Upland is holding the Block XXIV and Peru TEA interests in escrow. Upland has begun the process of obtaining the necessary approvals on behalf of the Company. We have requested a status report on the approval process, but have not received it as of the date of this report.

Upland spudded two wells on Block XXIV prior to August 31, 2011. Both wells are currently considered dry holes. On Block XXIV, Upland has completed the field work on a 200 kilometer seismic shoot and the information is in for processing. The plan for the coming year is further geological studies and the potential drilling of one or two wells. On the Peru TEA, Upland has completed a gravity aeromagnetic program and satellite imaging study covering a large portion of the TEA. The plan for the coming year is for additional geological studies on selected areas to be determined at a future date. The Company incurred costs amounting to $4,240,052 and $3,945,282 during the fiscal years ending August 31, 2011 and 2010, respectively.

At August 31, 2011, the Company does not have sufficient cash or credit facilities to fund all of the above-noted short-term costs which are summarized below. At August 31, 2011, the Company’s investment in oil and gas properties and approximate fiscal 2012 commitments are as follows:

	Estimated Fiscal 2012 To Date		Commitment


Block XXIV and TEA – Peru	$	4,240,052	$	700,000
Block Z-46 – Peru		8,566,240		3,365,000
CPO-4 – Colombia		7,354,289		6,337,000
	$	20,160,581	$	10,402,000

As of the date of this report and based upon all the known facts and circumstances, management does not believe that any impairment exists with respect to these properties.

F-15

GULF UNITED ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

August 31, 2011 and 2010

Note 4 – Stockholders’ Equity

Preferred Stock

As of August 31, 2011 and 2010, the Company has authorized 50 million shares of blank check preferred stock, none of which are issued and outstanding. Our board of directors has the authority, without action by the shareholders, to designate and issue preferred stock in one or more series. Our board of directors may also designate the rights, preferences, and privileges of each series of preferred stock.

Common Stock

As of August 31, 2011 and August 31, 2010, the Company had 454,667,726 and 293,700,000 shares of its $.001 par value common stock issued and outstanding, respectively.

The following schedule is a summary of transactions in the Company’s common stock since August 31, 2010:

As additional compensation, related to sale of the common stock on February 15, 2011, the Company issued to Pritchard Capital Partners, warrants to purchase up to 1 million shares of common stock at an exercise price of $0.30 subject to anti-dilution adjustments. As of August 31, 2011, the total value of these warrants is estimated at approximately $430,459 using the Black-Scholes valuation model. Expected volatility is 146% based on historical volatility of our common stock over the past twelve months. The risk-free interest rate is 1.67% based on the U.S. Treasury yield in effect at the time of issuance for an instrument with a maturity of five years. A dividend yield rate of zero was used because we have never paid cash dividends and we do not intend to pay cash dividends on our common stock. These warrants are exercisable through February 15, 2016.

Note 5 – Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has incurred tax net operating losses of approximately $16,350,000 which commence expiring in 2023 if not previously utilized. In accordance with GAAP, the Company is required to compute tax asset benefits for net operating loss carry-forwards.

F-16

GULF UNITED ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

August 31, 2011 and 2010

The potential benefit of net operating losses has been offset by a valuation allowance in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. The valuation of the tax loss carryforward and the valuation allowance thereon were as follows:

	August 31, 2011			August 31, 2010
Net operating loss carry forward benefit	$	5,558,982		$	510,339
Stock-based compensation expense		25,422			-
Loss from discontinued operations		544,411			663,411
Total deferred tax asset		6,128,815			1,173,750
Less: Valuation allowance		(6,128,815	)		(1,173,750	)
Net deferred tax asset	$	-		$	-

A reconciliation between the Company’s effective tax rate and the U.S. statutory tax rate is as follows:

	Year ended
	August 31, 2011			August 31, 2010

Provision for taxes (benefit) at U.S. statutory rate	$	(4,955,065	)		(787,168	)
Increase in deferred tax asset valuation allowance		4,955,065			787,168
Effective taxes	$	-		$	-
Effective tax rate	$	0%		$	0%

At August 31, 2011, the Company had approximately $16,350,000 of federal net operating loss carryforwards for tax reporting purposes available to offset future taxable income. The federal net operating loss carryforwards expire on various dates through 2031. Under the Tax Reform Act of 1986, the amounts of and benefits from net operating losses carried forward may be impaired or limited in certain circumstances. Events which may cause limitations in the amount of net operating losses the Company may utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50 percent over a three-year period.

The Company has determined that an ownership change has occurred. Because of ownership change, utilization of the net operating loss carryforwards may be subject to an annual limitation under Section 382 of the Internal Revenue Code, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards before utilization. Further, until a study is completed and any limitations known, no amounts are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit. Due to the existence of the valuation allowance, future changes in the Company’s unrecognized tax benefit will not impact its effective tax rate. Any carryforwards that will expire prior to utilization as a result of such limitations will be removed from deferred tax assets with a corresponding reduction of the valuation allowance.

Note 6 – Loans Payable to Related Parties

Notes payable to related parties consists of the following as of August 31, 2011 and August 31, 2010:

Unsecured loans to related parties $ 26,574

Two stockholders and former directors of the Company provided these loans. The loans are non-interest bearing, unsecured and payable upon demand.

F-17

GULF UNITED ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

August 31, 2011 and 2010

Note 7 –

Shareholder Loans Payable and Accrued Interest

Unsecured loans and accrued interest payable to shareholders at August 31, 2010 and August 31, 2011:

	August 31, 2011			August 31, 2010

Loan payable	$	-		$	1,089,685
Accrued interest		-			19,430
		-			1,109,115

Short-term debt		1,400,000			2,900,000
Less: total note discount for stock issued		(623,232	)		(1,185,791	)
Add: amortization of note discount		512,955			329,358
Add: accrued interest		99,911			70,834
		1,389,634			2,114,401
Total shareholder loans payable and accrued interest	$	1,389,634		$	3,223,516

During the quarter ended February 28, 2011, the Company used proceeds from common stock sales to retire the one-year promissory note from a related party stockholder, James M. Askew, which originally totaled $1,089,685.

The remaining notes bear interest at 8% annually with all interest and principal due at maturity. The notes were discounted based on the fair market value of the common stock received (determined with the assistance of an independent valuation expert) as a percentage of the total fair market value of all consideration received. The resulting note discount is being amortized as additional interest expense over the twelve month life of each note and is being calculated based on a normal amortization schedule using the interest method.

The weighted average interest rates on shareholder loans payable based on the face amount of the debt at August 31, 2011 and August 31, 2010 were 8.0% and 8.5%, respectively. The effective interest rates on shareholder loans payable considering the discount at August 31, 2011 and 2010 were 52.5% and 54.3%, respectively.

The average balance of short-term debt during the year ended August 31, 2011 was $2,244,367. The average face interest rate on the debt was 8.00% and the average discount amortization was $114,116. Subsequent to August 31, 2011, all of the short-term debt was paid in full.

Note 8. - Commitments and Contractual Obligations

Our commitments under existing agreements for the next three fiscal years are estimated as follows as of August 31, 2011:

F-18

GULF UNITED ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

August 31, 2011 and 2010

Oil and Gas Investment Commitments

Colombia CPO-4

On July 30, 2010, the Company entered into a farmout agreement with SK Innovation pursuant to which the Company acquired, through its wholly owned subsidiary, Gulf United Energy de Colombia Ltd., the right to earn an undivided twelve and one-half percent (12.5%) participation interest in the CPO-4 block located in the Llanos Basin of Colombia. The assignment of the interest in CPO-4 is conditioned upon the approval by the National Hydrocarbon Agency of Colombia (“ANH”) and the Republic of Korea. To date, we have not obtained the written approvals from the Republic of Korea or the ANH. The farmout agreement with SK Innovation, as amended, requires these approvals by April 30, 2012. Pursuant to the existing farmout with SK Innovation, if the Company does not receive the approvals by April 30, 2012, the agreement calls for a thirty day grace period during which the Company and SK Innovation have agreed to negotiate an amendment to the farmout agreement on mutually agreeable terms. If the Company and SK Innovation are unable to agree upon any additional amendments during such thirty day grace period, SK Innovation has the right to terminate the farmout agreement. Management believes that it maintains good relations with SK Innovation and, as a result, should be able to negotiate any necessary amendments to the farmout agreement on mutually agreed economic terms in the event the approvals are not ultimately obtained. Notwithstanding the above, if SK Innovation elects to exercise its termination right as the result of the failure to obtain the written approvals from the ANH or the Republic of Korea, the Company’s interest in Block CPO-4 will be deemed re-assigned back to SK Innovation, and the Company will have the right to have returned any amounts paid under the farmout agreement, without interest. In such event, our business would be materially adversely affected.

SK Innovation serves as operator on CPO-4. The Company is responsible for 25% of all future seismic acquisition costs and its pro-rata share of all other future costs with respect to CPO-4. The commitments for Block CPO-4 reflect our plan to complete one well spudded on July 12, 2011 and to drill a second well during fiscal year 2012. The current obligation on Block CPO-4 is $6.3 million which includes completing two wells at an estimated cost of $2.1 million, $0.3 million for joint operating costs and $3.9 million for past costs owed to Houston American Energy Corp. within 30 days following the approval of the assignment by the ANH.

F-19

GULF UNITED ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

August 31, 2011 and 2010

The current obligation on Block CPO-4 is $6.3 million which includes completing two wells at an estimated cost of $2.1 million, $0.3 million for joint operating costs and $3.9 million for past costs owed to Houston American Energy Corp. within 30 days following the approval of the assignment by the ANH.

Assuming success on one or both of the initial two wells, the Company may commit to drilling additional wells. Any drilling success may have associated revenues to offset additional costs. During the year ended August 31, 2011, the Company capitalized $105,287 of interest into the CPO-4 property.

Peru Z-46

On July 13, 2010, the Company entered into a farmout agreement with SK Innovation pursuant to which the Company acquired, through its wholly owned subsidiary, Gulf United Energy Cuenca Trujillo Ltd., the right to earn an undivided forty percent (40%) participation interest in Block Z-46, an approximately 2.8 million acre offshore block in Peru. SK Innovation, through its subsidiary SK Innovation Sucursal Peruana, serves as operator on Block Z-46. The assignment of the participation interest in Block Z-46 is conditioned upon the approval of the assignment by Perupetro. The Company, with the assistance of SK Innovation, has completed the documentation required for the approval of the assignment; however confirmation of the approval has not yet been obtained. The farmout agreement with SK Innovation requires approval from Perupetro by November 30, 2011. The Company and SK Innovation have met to discuss possible amendments to the farmout agreement, which may include an extension to the approval date from Perupetro and/or deletion of the approval condition altogether as a result of a re-structured economic deal. Pursuant to the existing farmout with SK Innovation, if the Company did not receive the Perupetro approval by November 30, 2011,the agreement calls for a thirty day grace period during which the Company and SK Innovation have agreed to negotiate an amendment to the farmout agreement on mutually agreeable terms. If the Company and SK Innovation are unable to agree upon any additional amendments during such thirty day grace period, SK Innovation has the right to terminate the agreement commencing December 31, 2011. If SK Innovation elects to exercise its termination right, which will be effective as of December 31, 2011 assuming no new developments, the Company’s interest in Block Z-46 will be deemed re-assigned back to SK Innovation, and the Company will have the right to have returned any amounts paid under the farmout agreement, without interest ($5,626,488 has been paid through August 31, 2011).

Pursuant to the agreement, the Company will pay to SK Innovation approximately $2.9 million for past costs and expenses incurred through August 31, 2010. The payment for past costs is due within thirty (30) days after receipt of the approval from Perupetro S.A. The Company will also pay SK Innovation its proportionate share of joint operating costs estimated at $450,000 during fiscal 2012. The Company may also be required to pay a proportionate share of seismic acquisition cost beginning in fiscal year 2013 and if the results of the 2-D seismic are positive, the Company will consider a 3-D seismic acquisition and drilling a well, increasing the future obligations on the block.

Peru Block XXIV and TEA

On July 31, 2010, the Company, entered into an amendment to the participation agreement with Upland, dated March 12, 2010, covering blocks XXIV Peru and the Peru TEA. Under the terms of the amendment, the Company paid $500,000 for the purchase of an undivided 5% working interest in Block XXIV and an undivided 2% working interest in the Peru TEA. In addition to the $500,000 payment, the Company issued one million shares of the Company’s common stock to Upland. The Company is responsible for its proportionate share of future costs incurred with respect to Block XXIV and TEA. These costs are currently estimated to total $700,000 during fiscal 2012.

Note 9. Related Party Transactions

The Company and James Askew, the holder of over 5% of our outstanding shares of common stock, entered into a consulting agreement, dated July 11, 2011, pursuant to which he was issued 3,000,000 shares valued at $465,000 for general business development services. The agreement was amended, effective September 1, 2011, under which the Company further agreed to pay Mr. Askew a monthly cash fee of $10,000 per month, beginning September 1, 2011 until the expiration or termination of the agreement.

F-20

GULF UNITED ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

August 31, 2011 and 2010

The agreement was amended, effective September 1, 2011, under which the Company further agreed to pay Mr. Askew a monthly cash fee of $10,000 per month, beginning September 1, 2011 until the expiration or termination of the agreement.

In February 2011, Mr. John Eddie Williams was repaid the principal of $1 million plus $64,438 in interest related to a short-term note issued in April 2010 and Reese Minerals, Ltd. was repaid the principal of $750,000 plus $49,500 in interest related to a short-term note issued in April 2010. Mr. Williams and Reese Minerals, Ltd. are both holders of over 5% of our outstanding shares of common stock.

Prior to Mr. Fluker becoming an executive officer of the Company in December 2011, the Company paid $57,000 to Chilcas International, Inc. (“Chilcas”), an entity in which Mr. Fluker is the sole shareholder for consulting services rendered. In March 2010, Mr. Fluker was issued 3,000,000 restricted common shares valued at $30,000 as a partial payment for billings from Chilcas.

In December 2010, the Company issued to John Eddie Williams, Jr. and Reese Minerals, Ltd. 14% debentures in the aggregate principal amount of $3.8 million. These debentures were paid in full in February 2011. In fiscal year 2011, Mr. Williams and Reese Minerals, Ltd. were paid an aggregate of $51,014 of interest related to debentures.

Also in December 2010, the Company sold to John Eddie Williams and Reese Minerals Ltd. 1 million shares of common stock for an aggregate purchase price of $200,000. Mr. Williams and Reese Minerals Ltd. were also issued 20 million shares each valued at $4,000,000 each pursuant to consulting agreements entered into in December 2010.

In March 2010, the Company entered into a debt conversion agreement with Mr. Askew, under which Mr. Askew converted $400,000 of outstanding debt into 40 million shares of Company common stock. Prior to conversion of the debt, Mr. Askew agreed to forgive all $631,444 of interest accrued on the debt through March 11, 2010. This note was paid in full in February 2011. Mr. Askew was paid a total of $66,519 in interest during fiscal 2011.

The Company acquired the rights relating to each of its oil and gas interests by virtue of several assignments from certain of our executive officers, consisting of Messrs. Connally, Ford (through Rodeo Resources LP, a limited partnership in which Mr. Ford serves as the managing member of the general partner), Miller, and Mr. Askew (collectively the “Assignors”) occurring between March and July 2010.

In connection with the assignment of the interests in Block XXIV and the Peru TEA to the Company, the Company paid the Assignors a $600,000 fee by issuing each Assignor 15 million shares of the Company’s common stock. The Assignors were also granted an aggregate 2% overriding royalty interest, proportionately reduced, on the Company’s interest in Block XXIV and the Peru TEA. In connection with the assignment of the interests in Block CPO-4 to the Company, the Assignors were granted an aggregate 2% overriding royalty interest, proportionately reduced, on the Company’s interest in Block CPO-4. In connection with the assignment of the interests in Block Z-46, the Company paid the Assignors a fee by issuing to each of the Assignors 14 million shares of the Company’s common stock. The shares were valued at approximately $2,912,000. The Assignors were also granted an aggregate 2% overriding royalty interest, proportionately reduced, on the Company’s interest in Block Z-46.

F-21

GULF UNITED ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

August 31, 2011 and 2010

In March 2010, Mr. Ford, through Rodeo Resources LP, was issued 300,000 shares of common stock in connection with the sale of Gulf United Energy del Peru Ltd. to the Company. Gulf United Energy del Peru Ltd. is a wholly-owned subsidiary of the Company and holds the Company’s assets relating to Block XXIV and Peru TEA. Jim Ford, an executive officer of the Company, serves as the managing member of the general partner of Rodeo Resources, LP.

In January 2010, Mr. Fluker acquired 1 million shares of common stock for $10,000 cash in connection with the Company’s private placement. Additionally, in January 2010, Rodeo Resources, LP and Mr. Miller each acquired 2,500,000 shares of common stock for $25,000 cash in connection with the Company’s private placement.

Note 10 – Subsequent Events

Employment Agreements

On November 11, 2011, the Company entered into an employment agreement with Mr. David Pomerantz, the Company’s chief financial officer. The initial term of the employment agreement begins November 1, 2011, will expire on July 11, 2012, and may be terminated at any time by the Company upon 30 days prior written notice. Under the agreement, Mr. Pomerantz will be paid an annual salary of $200,000 and may earn bonuses at the sole discretion of the board of directors and will be eligible to participate in the Company’s benefit plans. As an inducement to enter into the employment agreement, Mr. Pomerantz was granted a five year option to purchase up to 500,000 shares of common stock at $0.27 per share and 200,000 shares of restricted stock at $0.27 per share pursuant to the Company’s 2011 Stock Incentive Plan. Both the options and the restricted stock vest 1/3 annually, beginning on the first anniversary of the grant date.

Consulting Agreements

Effective November 1, 2011, the Company entered into a one-year consulting agreements with John S. Beeson pursuant to which the consultant will provide advice to the board of directors relating to certain of the Company’s strategic and business development activities. In consideration for providing the consulting services, the consultant will receive 500,000 shares of the Company’s restricted common stock valued at an estimated $58,500.

The Company and James M. Askew, a related party, entered into a consulting agreement, dated as of July 11, 2011. Subsequently, because Mr. Askew will continue to spend significant time working on behalf of the Company, effective September 1, 2011, his consulting agreement was amended such that the Company will pay Mr. Askew a monthly cash fee of $10,000 per month, beginning September 1, 2011 until the expiration or termination of the agreement.

F-22

GULF UNITED ENERGY, INC. AND SUBSIDIARIES

(A Development Stage Company)

Notes to the Consolidated Financial Statements

August 31, 2011 and 2010

Issuances of common stock

Since August 31, 2011 and through November 25, 2011, the Company issued an aggregate of 5,100,000 shares with an aggregate value of $824,600 (all of which are shown as common stock subscribed as of August 31, 2011) of restricted common stock as follows: (i) 3,000,000 shares valued at $0.155 per share to James Askew, a related party, for strategic services rendered; (ii) 2,000,0000 shares valued at $0.1705 per share to Murray Roark for services rendered and; (iii) 100,000 shares valued at $0.186 per share to Chadd Mason for services rendered. The expense for these services was recorded during the year ended August 31, 2011. In addition, the Company issued 500,000 restricted common shares valued at approximately $58,500 to John Beeson pursuant to his consulting agreement which was effective as of November 1, 2011.

Note 11 – Supplemental Disclosures – Consolidated Statements of Cash Flows

Supplemental Disclosure of Non-Cash and Financing Activities:

	Twelve Months Ended		Twelve Months Ended		Period From Inception Through
	August 31, 2010		August 31, 2011		August 31, 2011

Investment advances paid from shareholder loans	$	-	$	-	$	1,263,985
Capital stock issued for investment in joint venture projects	$	-	$	-	$	687,225
Capital stock issued or subscribed for expenses	$	9,706,005	$	-	$	9,898,605
Capital stock issued for prepaid expenses	$	-	$	-	$	20,000
Capital stock issued for oil and gas properties	$	90,000	$	-	$	3,646,000
Capital stock issued or subscribed in connection with short-term notes	$	623,232	$	-	$	1,809,023
Interest forgiven on shareholder loan payable	$	-	$	-	$	631,444
Capital stock issued in conversion of shareholder loan	$	-	$	-	$	400,000
Capital expenditures acquired with accounts payable	$	-	$	-	$	31,282

Settlement of loan payable by assignment of investment:
Loan payable	$	-	$	-	$	(200,000	)
Investment	$	-	$	-	$	200,000
Warrants issued for non-employee compensation	$	455,178	$	-	$	455,178
Supplemental Disclosure of Cash Flow Information:
Cash paid for:
Interest	$	361,080	$	-	$	395,714
Income taxes	$	-	$	-	$	-

F-23

Attached files

Gulf United Energy, Inc. Reports

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