Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - GULFSLOPE ENERGY, INC. | Financial_Report.xls |
| EX-32.1 - GULFSLOPE ENERGY, INC. | ex32-1.htm |
| EX-31.1 - GULFSLOPE ENERGY, INC. | ex31-1.htm |
U. S. Securities and Exchange Commission
Washington, D.C. 20549
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FORM 10-Q
______________
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarter ended December 31, 2011
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ____________ to____________
Commission File No. 00-51638
PLAN A PROMOTIONS, INC.
(Exact name of the issuer as specified in its charter)
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Utah
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16-1689008
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(State or Other Jurisdiction of
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(I.R.S. Employer I.D. No.)
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incorporation or organization)
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3984 Washington Blvd. #342
Fremont, CA 94538
(Address of Principal Executive Offices)
(415) 800-4344
(Issuer’s Telephone Number)
Check whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [X]
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Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
APPLICABLE ONLY TO ISSUER INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
Not applicable.
Indicate the number of shares outstanding of each of the Registrant’s classes of common equity, as of the latest practicable date.
The number of shares outstanding of each of the Registrant’s classes of common equity, as of the latest practicable date:
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Outstanding as of February 6, 2012
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||
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Common Capital Voting Stock, $0.01 par value per share
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23,650,000
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FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, Financial Statements and Notes to Financial Statements contains forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations and financial conditions. All forward-looking statements are based on management’s existing beliefs about present and future events outside of management’s control and on assumptions that may prove to be incorrect. If any underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or intended.
PART I - FINANCIAL STATEMENTS
December 31, 2011
C O N T E N T S
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Condensed Balance Sheets
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4
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Condensed Statements of Operations
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5
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Condensed Statements of Cash Flows
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6
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Notes to Condensed Financial Statements
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7
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-3-
Plan A Promotions, Inc.
(A Development Stage Company)
Condensed Balance Sheets
As of December 31, 2011 and September 30, 2011
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12/31/2011
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9/30/2011
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(Unaudited)
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(Audited)
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Assets
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Current Assets
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Cash
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$ | 69,670 | $ | 87,505 | ||||
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Prepaids
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20,068 | - | ||||||
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Total Current Assets
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89,738 | 87,505 | ||||||
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Total Assets
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$ | 89,738 | $ | 87,505 | ||||
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Liabilities and Stockholders' Equity
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Current Liabilities
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Accounts Payable
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$ | 7,736 | $ | 543 | ||||
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Accrued Liabilities
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100 | 100 | ||||||
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Related-Party Payable - Note 3
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1,619 | 1,619 | ||||||
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Total Current Liabilities
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9,455 | 2,262 | ||||||
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Total Liabilities
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$ | 9,455 | $ | 2,262 | ||||
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Stockholders' Equity
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Preferred Stock; par value ($0.01);
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- | - | ||||||
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Authorized 5,000,000 shares
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none issued or outstanding
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Common Stock; par value ($0.01);
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236,500 | 100,000 | ||||||
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Authorized 50,000,000 shares; issued
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and outstanding 23,650,000 and 10,000,000 respectively
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Stock subscription receivable
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- | (6,500 | ) | |||||
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Additonal paid in capital - shares to be issued
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- | 116,500 | ||||||
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Paid-in Capital
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35,260 | 35,260 | ||||||
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Deficit Accumulated during the development stage
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(191,477 | ) | (160,017 | ) | ||||
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Total Stockholders' Equity
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80,283 | 85,243 | ||||||
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Total Liabilities and Stockholders' Equity
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$ | 89,738 | $ | 87,505 | ||||
See accompanying notes to condensed financial statements.
-4-
Plan A Promotions, Inc.
(A Development Stage Company)
Condensed Statements of Operations
For the Three Months Ended December 31, 2011 and 2010, and
For the Period from Inception through December 31, 2011
(Unaudited)
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For the
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For the
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Since
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Three Months
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Three Months
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Inception
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Ended
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Ended
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[12/12/03 -
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12/31/2011
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12/31/2010
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12/31/2011]
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Revenues
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$ | - | $ | - | $ | 9,694 | ||||||
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Revenues from Related Parties
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- | - | 2,346 | |||||||||
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Total Revenues
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- | - | 12,040 | |||||||||
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Cost of Sales
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- | - | 8,394 | |||||||||
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Cost of Sales to Related Parties
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- | - | 2,101 | |||||||||
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Total Cost of Sales
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- | - | 10,495 | |||||||||
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Gross Profit
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- | - | 1,545 | |||||||||
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General & Administrative Expenses
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31,460 | 4,634 | 176,768 | |||||||||
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Net Loss from Operations
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(31,460 | ) | (4,634 | ) | (175,223 | ) | ||||||
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Other Income/(Expenses):
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Interest Expense
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- | (1,103 | ) | (15,454 | ) | |||||||
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Net Loss Before Income Taxes
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(31,460 | ) | (5,737 | ) | (190,677 | ) | ||||||
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Provision for Income Taxes
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- | - | (800 | ) | ||||||||
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Net Loss
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(31,460 | ) | (5,737 | ) | (191,477 | ) | ||||||
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Loss Per Share - Basic and Diluted
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$ | (0.01 | ) | $ | (0.01 | ) | $ | (0.09 | ) | |||
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Weighted Average Shares Outstanding
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14,302,717 | 1,200,000 | 2,194,780 | |||||||||
See accompanying notes to condensed financial statements.
-5-
Plan A Promotions, Inc.
(A Development Stage Company)
Condensed Statements of Cash Flows
For the Three Months Ended December 31, 2011 and 2010, and
For the Period from Inception through December 31, 2011
(Unaudited)
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For the
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For the
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Since
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Three Months
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Three Months
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Inception
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Ended
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Ended
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[12/12/03 -
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12/31/2011
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12/31/2010
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12/31/2011]
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Net Loss
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(31,460 | ) | (5,737 | ) | (191,477 | ) | ||||||
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Adjustments to reconcile net income/loss to net cash
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From Operating Activities:
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Depreciation
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8,906 | |||||||||||
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Changes in operating assets and liabilities:
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(Increase)/Decrease in Prepaid Expenses
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(20,068 | ) | - | (20,068 | ) | |||||||
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Increase/(Decrease) in Accounts Payable/Accrued Liabilities
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7,193 | 4,224 | 7,836 | |||||||||
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Increase/(Decrease) in Accrued Interest/Related Party Payable
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- | 1,103 | 12,642 | |||||||||
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Net Cash From Operating Activities
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(44,335 | ) | (410 | ) | (182,161 | ) | ||||||
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Cash From Investing Activities
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Purchase of Equipment
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- | - | (7,406 | ) | ||||||||
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Net Cash From Investing Activities
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- | - | (7,406 | ) | ||||||||
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Cash from Financing Activities
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Issued Stock for Cash
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26,500 | - | 259,237 | |||||||||
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Loan from Shareholders
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- | - | 41,769 | |||||||||
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Payment on Loans from Shareholders
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- | 410 | (41,769 | ) | ||||||||
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Net Cash From Financing Activities
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26,500 | 410 | 259,237 | |||||||||
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Net Increase/(Decrease) in cash
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(17,835 | ) | - | 69,670 | ||||||||
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Beginning Cash Balance
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87,505 | - | - | |||||||||
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Ending Cash Balance
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$ | 69,670 | $ | - | $ | 69,670 | ||||||
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Supplemental Schedule of Cash Flow Activities
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Cash paid for income taxes
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$ | - | $ | - | $ | 800 | ||||||
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Cash paid for interest
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$ | - | $ | - | $ | 11,296 | ||||||
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Related party debt forgiveness
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$ | - | $ | - | $ | 11,023 | ||||||
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Property contributed by shareholder
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$ | - | $ | - | $ | 1,500 | ||||||
See accompanying notes to condensed financial statements.
-6-
Plan A Promotions, Inc.
(A Development Stage Company)
December 31, 2011
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The interim financial statements reflect all adjustments, consisting of normal recurring adjustments which, in the opinion of management, are necessary to present a fair statement of the results for the period.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2011. The results of operations for the period ended December 31, 2011, are not necessarily indicative of the operating results for the full year.
NOTE 2 - LIQUIDITY/GOING CONCERN
The Company does not have significant assets, nor has it established operations, and has accumulated losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. It is the intent of the Company to seek a merger with an existing, well-capitalized operating company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 3 - RELATED PARTY TRANSACTIONS
During August through September 2011, John Preftokis, the Company’s sole officer and director since June 22, 2011 paid $1,619 in expenses to third parties on behalf of the Company. The total amount of $1,619 remained outstanding as a related party payable as of December 31, 2011.
NOTE 4 – COMMON STOCK/PAID IN CAPITAL
As of September 30, 2011 there were 11,650,000 shares to be issued for gross proceeds of $116,500. The Company had received $110,000 as of September 30, 2011 and the remaining $6,500 was included as a stock subscription receivable. In October 2011, the 11,650,000 shares were issued, and the $6,500 was received.
In October 2011, the Company sold 2,000,000 shares of common stock for $20,000 cash.
NOTE 5 - RECENT ACCOUNTING PRONOUNCEMENTS
The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.
NOTE 6 - SUBSEQUENT EVENTS
On February 2, 2012, the Company paid a sum of $60,000 to a third party for consulting services.
-7-
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-looking Statements
Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors
affecting our current or potential business and related matters.
Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Plan of Operations
Our plan of operation for the next 12 months is to: (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) commence such operations through funding and/or the acquisition of a “going concern” engaged in any industry selected.
Results of Operations
Three Months Ended December 31, 2011 Compared to Three Months Ended December 31, 2010
We had no operations during the quarterly period ended December 31, 2011, nor do we have operations as of the date of this filing. We had no sales during the three months ended December 31, 2011 and 2010. General and administrative expenses were $31,460 for the three months ended December 31, 2011, compared to $4,634 for the three months ended December 31, 2010. The increase in general and administrative expenses for the three months ended December 31, 2011 compared to the same period in 2010 was primarily attributed to (i) $4,932 in consulting fees paid to a third party, (ii) approximately $12,000 increase in legal expenses, (iii) approximately $7,000 increase in accounting fees, and (iv) $3,000 paid to
our chief executive officer as compensation for service in 2011.
-8-
Liquidity and Capital Requirements
During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing; the payment of our SEC reporting filing expenses, including associated legal and accounting fees; costs incident to reviewing or investigating any potential business venture; and maintaining our good standing as a corporation in our state of organization. As of December 31, 2011, we had $69,670 in cash. Since December, we paid $60,000 to a third party for consulting services. We believe our current cash balance will be adequate to meet our foreseeable cash requirements for the next 30 days, but there is no guarantee.
The Company has no other sources of financing and will continue to rely on best efforts equity, equity equivalent, or debt financings and borrowings from related parties. There are no additional commitments from or assurances that we will be able to obtain additional capital on terms favorable to the Company or at all. Failure to raise additional capital, on favorable terms or at all, will likely cause us to curtail or cease operations. Our auditors have issued a going concern opinion for our financial statements due to their substantial doubt about our ability to continue as a going concern.
Off-balance Sheet Arrangements
None; not applicable
Not required.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission, and that such information is accumulated and communicated to management to allow timely decisions regarding required disclosures.
Under the supervision and with the participation of our management, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based upon that evaluation, our management concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
During the most recent fiscal quarter covered by this Quarterly Report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
-9-
PART II - OTHER INFORMATION
None; not applicable.
Not required.
None; not applicable.
None; not applicable.
Item 4. (Removed and Reserved)
Item 5. Other Information
None.
Item 6. Exhibits
The following exhibits are attached hereto or are incorporated by reference:
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Exhibit No.
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Description
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Form of Subscription Agreement, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 25, 2011.
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31.1 (1)
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
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32.1 (1)
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 18 U.S.C. Section 1350, adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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(1)
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Filed herewith.
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-10-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Issuer has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PLAN A PROMOTIONS, INC.
(Issuer)
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Date:
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02/6/2012
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By:
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/s/John Preftokis,
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John Preftokis Principal Executive Officer,
Principal Financial Officer, President and Director
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-11-