Attached files
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| EX-31.1 - GULFSLOPE ENERGY, INC. | ex31-1.htm |
| EX-32.1 - GULFSLOPE ENERGY, INC. | ex32-1.htm |
U. S. Securities and Exchange Commission
Washington, D.C. 20549
______________
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 June 30, 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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9 Birchtree Lane
Sandy, UT 84092
(Address of Principal Executive Offices)
(801) 231-1121
(Issuer’s Telephone Number)
Check whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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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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Class
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Outstanding as of August 15, 2011
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Common Capital Voting Stock, $0.01 par value per share
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10,000,000
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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
Item 1. Financial Statements.
June 30, 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 June 30, 2011 and September 30, 2010
(Unaudited)
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6/30/2011
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9/30/2010
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|||||||
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[Unaudited]
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[Audited]
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|||||||
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Assets
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||||||||
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Current Assets
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||||||||
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Cash
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$
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-
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$
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-
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||||
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Total Current Assets
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-
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-
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||||||
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Total Assets
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$
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-
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$
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-
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||||
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Liabilities and Stockholders' Deficit
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||||||||
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Current Liabilities
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||||||||
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Accounts Payable
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$
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-
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$
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6,972
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||||
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Accrued Liabilities
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-
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786
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||||||
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Related-Party Payable
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-
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10,651
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||||||
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Total Current Liabilities
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-
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18,409
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||||||
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Long Term Liabilities
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||||||||
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Loans from Shareholders
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-
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36,078
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||||||
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Accrued Interest Payable - Shareholders
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-
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8,463
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||||||
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Total Long Term Liabilities
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-
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44,541
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||||||
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Total Liabilities
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-
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62,950
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||||
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Stockholders' Deficit
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||||||||
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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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||||||||
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none issued or outstanding
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-
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-
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||||||
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Common Stock; par value ($0.01);
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||||||||
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Authorized 50,000,000 shares; 10,000,000 and
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||||||||
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1,200,000 issued and outstanding, respectively
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100,000
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12,000
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||||||
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Paid-in Capital
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35,260
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24,237
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||||||
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Deficit Accumulated during the development stage
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(135,260
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)
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(99,188
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)
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||||
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Total Stockholders' Deficit
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-
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(62,950
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)
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||||
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Total Liabilities and Stockholders' Deficit
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$
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-
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$
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-
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||||
See accompanying notes to the condensed financial statements.
-4-
Plan A Promotions, Inc.
(A Development Stage Company)
Condensed Statements of Operations
For the Three Months and Nine Months Ended June 30, 2011 and 2010, and
For the Period from Inception through June 30, 2011
(Unaudited)
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For the
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For the
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For the
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For the
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Since Inception
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||||||||||||||||
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Three Months
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Three Months
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Nine Months
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Nine Months
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[12/12/03]
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||||||||||||||||
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Ended
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Ended
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Ended
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Ended
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through
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||||||||||||||||
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6/30/2011
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6/30/2010
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6/30/2011
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6/30/2010
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6/30/2011
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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 Revenue
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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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26,160 | 1,065 | 32,865 | 6,500 | 120,819 | |||||||||||||||
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Net Loss from Operations
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(26,160 | ) | (1,065 | ) | (32,865 | ) | (6,500 | ) | (119,274 | ) | ||||||||||
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Other Income/(Expenses):
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||||||||||||||||||||
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Interest Expense
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(952 | ) | (1,010 | ) | (3,207 | ) | (2,919 | ) | (15,286 | ) | ||||||||||
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Net Loss Before Income Taxes
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(27,112 | ) | (2,075 | ) | (36,072 | ) | (9,419 | ) | (134,560 | ) | ||||||||||
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Provision for Income Taxes
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- | - | - | - | (700 | ) | ||||||||||||||
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Net Loss
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(27,112 | ) | (2,075 | ) | (36,072 | ) | (9,419 | ) | (135,260 | ) | ||||||||||
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Loss Per Share - Basic and Diluted
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$ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.11 | ) | |||||
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Weighted Average Shares Outstanding
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1,973,626 | 1,200,000 | 1,457,875 | 1,200,000 | 1,221,547 | |||||||||||||||
See accompanying notes to the condensed financial statements.
-5-
Plan A Promotions, Inc.
(A Development Stage Company)
Condensed Statements of Cash Flows
For the Nine Months Ended June 30, 2011 and 2010, and
For the Period from Inception through June 30, 2011
(Unaudited)
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For the
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For the
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Since Inception
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||||||||||
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Nine Months
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Nine Months
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[12/12/03]
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||||||||||
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Ended
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Ended
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through
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||||||||||
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6/30/2011
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6/30/2010
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6/30/2011
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Net Loss
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(36,072
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)
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(9,419
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)
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(135,260
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)
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Adjustments to reconcile net income/(loss) to net cash
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||||||||||||
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From Operating Activities:
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||||||||||||
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Depreciation
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-
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-
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8,906
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Changes in operating assets and liabilities:
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||||||||||||
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(Increase)/Decrease in Prepaid Expenses
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-
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700
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-
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|||||||||
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Increase/(Decrease) in Accounts Payable/Accrued Liabilities
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(7,758)
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3,300
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-
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|||||||||
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Increase/(Decrease) in Accrued Interest/Related Party Payable
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(8,092)
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2,919
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11,023
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|||||||||
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Net Cash From Operating Activities
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(51,922
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)
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(2,500)
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(115,331
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)
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|||||||
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Cash From Investing Activities
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||||||||||||
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Purchase of equipment
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-
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-
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(7,406
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)
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||||||||
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Net Cash From Investing Activities
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-
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-
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(7,406
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)
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||||||||
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Cash From Financing Activities
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||||||||||||
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Issued Stock for Cash
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88,000
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-
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122,737
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|||||||||
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Loan from Shareholders
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5,691
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2,500
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41,769
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|||||||||
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Payment on Loan from Shareholders
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(41,769)
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-
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(41,769)
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|||||||||
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Net Cash From Financing Activities
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51,922
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-
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122,737
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|||||||||
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Net Increase/(Decrease) in cash
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-
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-
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-
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|||||||||
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Beginning Cash Balance
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-
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-
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-
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|||||||||
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Ending Cash Balance
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$
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-
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$
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-
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$
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-
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||||||
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Supplemental Schedule of Cash Flow Activities
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||||||||||||
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Cash paid for income taxes
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$
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-
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$
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100
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$
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700
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||||||
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Cash paid for interest
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$
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11,296
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$
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-
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$
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11,296
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||||||
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Property contributed by shareholder
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$
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-
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$
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-
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$
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1,500
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||||||
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Related party debt forgiveness
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$
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11,023
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$
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-
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$
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11,023
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||||||
See accompanying notes to the condensed financial statements.
-6-
Plan A Promotions, Inc.
(A Development Stage Company)
Notes to Condensed Financial Statements
March 31, 2011
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The interim financial statements reflect all adjustments, consisting of normal recurring adjustments which, in the opinion of management, are necessary to present a fair statement of the results for the period.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2010. The results of operations for the period ended June 30, 2011, are not necessarily indicative of the operating results for the full year.
NOTE 2 - LIQUIDITY/GOING CONCERN
The Company does not have significant assets, nor has it established operations, and has accumulated losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. It is the intent of the Company to seek a merger with an existing, well-capitalized operating company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 3 - RELATED PARTY TRANSACTIONS
Salaries to the former President of the Company were accruing at a rate of $250 per month. As of January 1, 2007, the Company suspended all salaries until the Company's operations generate positive cash flow. The balance payable accrues interest at a simple interest rate of 10% annually. Salaries payable at March 31, 2011 was $11,023 including accrued interest. On June 22, 2011, the former President forgave all accrued salaries payable, resulting in no salary payable as of June 30, 2011. Due to the related party nature of this transaction, no gain was recognized and additional paid in capital was increased by $11,023.
As of March 31, 2011, James Doolin, a shareholder, loaned the Company an aggregate of $26,634 on an unsecured debenture. The Note accrued interest at 10% per annum and had an original maturity date of December 31, 2013. On June 22, 2011, the Company paid the debt and all accrued interest in full.
As of March 31, 2011, Michael Doolin, a shareholder, loaned the Company an aggregate of $15,135 on an unsecured debenture. The Note accrued interest at 10% per annum and had an original maturity date of December 31, 2013. On June 22, 2011, the Company paid the debt and all accrued interest in full.
On June 22, 2011, the Company paid James Doolin a sum of $10,161 as consideration for entering into an indemnification agreement.
Eleven shareholders, including the Company's Executive Officers, control approximately 97% of the Company's issued and outstanding common stock. As a result, these majority shareholders could exercise significant influence over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. Such concentration of ownership may also have the effect of delaying or preventing a change in control of the Company.
-7-
NOTE 4 - EQUITY
On June 22, 2011, the Company issued 8,800,000 shares of common stock for $88,000 cash.
NOTE 5 - OFFICERS & DIRECTORS
On June 22, 2011, Alycia D. Anthony resigned as a director of the Company. Ms. Anthony also resigned as President of the Company effective ten days from the mailing to the Company’s shareholders of record of a Schedule 14F-1 reporting a change in the majority of directors.
On June 22, 2011, Nicholl Heieren resigned as a director and as Vice President of the Company effective ten days from the mailing to the Company’s shareholders of record of a Schedule 14F-1 reporting a change in the majority of directors.
On June 22, 2011, Sharlene Doolin also resigned as a director and as Secretary of the Company effective ten days from the mailing to the Company’s shareholders of record of a Schedule 14F-1 reporting a change in the majority of directors.
On June 22, 2011, John Preftokis was appointed as a director of the Company.
NOTE 6 - RECENT ACCOUNTING PRONOUNCEMENTS
The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its consolidated results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-looking Statements
Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.
Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Plan of Operations
Our Company’s plan of operation for the next 12 months is to: (i) consider guidelines of industries in which our Company may have an interest; (ii) adopt a business plan regarding engaging in business in any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a going concern engaged in any industry selected.
-8-
During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing; the payment of our Securities and Exchange Commission and the Exchange Act reporting filing expenses, including associated legal and accounting fees; costs incident to reviewing or investigating any potential business venture; and maintaining our good standing as a corporation in our state of organization.
Our common stock currently trades on the Over-the-Counter Bulletin Board (OTCBB) under the symbol PAPM.
Results of Operations
Three Months Ended June 30, 2011 Compared to Three Months Ended June 30, 2010
We had no operations during the quarterly period ended June 30, 2011, nor do we have operations as of the date of this filing. In the quarterly period ended June 30, 2011, we had sales of $0, compared to the quarterly period ended June 30, 2010, with sales of $0. General and administrative expenses were $26,160 for the quarter ended June 30, 2011, compared to $1,065 for the June 30, 2010, quarterly period. General and administrative expenses for the three months ended June 30, 2011, were comprised mainly of accounting, legal fees and professional fees. The increased general and administrative expenses for the 2011 quarterly period over the 2010 quarterly period was due to an increase in the professional fees. Interest expenses were $952 for the three months ended June 30, 2011, and $1,010 for the three months ended June 30, 2010. We had a net loss of $27,112 for the June 30, 2011, period compared to a net loss of $2,075 for the June 30, 2010, period.
Nine Months Ended June 30, 2011 Compared to Nine Months Ended June 30, 2010
We had no operations during the quarterly period ended June 30, 2011, nor do we have operations as of the date of this filing. In the quarterly period ended June 30, 2011, we had sales of $0, compared to the quarterly period ended June 30, 2010, with sales of $0. General and administrative expenses were $32,866 for the quarter ended June 30, 2011, compared to $6,500 for the June 30, 2010, quarterly period. General and administrative expenses for the nine months ended June 30, 2011, were comprised mainly of accounting, legal fees and professional fees. The increased general and administrative expenses for the 2011 quarterly period over the 2010 quarterly period was due to an increase in the professional fees. Interest expenses were $3,207 for the nine months ended June 30, 2011, and $2,919 for the nine months ended June 30, 2010. We had a net loss of $36,072 for the June 30, 2011, period compared to a net loss of $9,419 for the June 30, 2010, period.
Liquidity and Capital Requirements
We had no cash or cash equivalents on hand at June 30, 2011. If additional funds are required, such funds may be advanced by management or shareholders as loans to us. The Company repaid all debt and accrued liabilities owed to shareholders in June 2011.
Off-balance Sheet Arrangements
None; not applicable
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required.
Item 4. Controls and Procedures.
Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including the President and Vice President, to allow timely decisions regarding required disclosures.
-9-
Under the supervision and with the participation of our management, including our President and Vice President, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based upon that evaluation, our President and Vice President concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
During the most recent fiscal quarter covered by this Quarterly Report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
None; not applicable.
Item 1A. Risk Factors
Not required.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On June 14, 2011, Plan A Promotions, Inc. (the “Company”) and certain of its shareholders (the “Selling Shareholders”) entered into a Stock Purchase Agreement (“SPA”) with accredited investors (JohnPreftokis, Cameron Rothery, Boomcity Limited, Sandy Hintz, Jamie Hintz, Bernd Koehler, Joerg Schweizer, Daniel Muller, Allan Buchamer, Coppinger Limited, and Alderbourne Limited, collectively the “Purchasers”). Under the SPA, on June 22, 2011, the Purchasers purchased for an aggregate $400,000 cash payment 9,700,000 shares of the Company’s common stock, consisting of 8,800,000 shares of newly issued Company common stock and 900,000 shares of Company common stock held by the Selling Shareholders. Of the $400,000 purchase price, $88,000 was allocated towards the purchase of the 8,800,000 newly issued shares of Company common stock, and $312,000 was allocated towards the purchase of the Selling Shareholders’ shares of common stock.
The offer and sale of these securities were made in reliance upon an exemption from the registration provisions of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), by reason of the registration exemptions contained in both Section 4(1) of the Securities Act and Section 4(2) of the Securities Act, including Rule 506 of Regulation D promulgated thereunder.
Effective June 22, 2011, the Company and certain of the Selling Shareholders also entered into a Lock-up Agreement (the “Shareholders’ Lock-up”) pursuant to which those certain Selling Shareholders agreed not to sell the remaining shares of Company common stock owned for a period of twelve (12) months following the date on which Form 10 type information is filed with the Securities and Exchange Commission (the “SEC”) reflecting the Company’s status as an entity that is no longer as a “shell company.”
None; not applicable.
Item 4. Removed and Reserved
None; not applicable.
-10-
Item 5. Other Information
On August 3, 2011, the Company mailed to its shareholders of record a Schedule 14F-1 reporting a change in the majority of directors. As a result, the resignations of Ms. Anthony, Heieren, and Doolin as officers and directors of the Company became effective on August 14, 2011. On August 8, 2011, the board of directors appointed John Preftokis as the Company’s President and Chief Executive Officer, effective August 14.
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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|
10.1
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Stock Purchase Agreement, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2011.
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10.2
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Form of Selling Shareholders’ Lock-up, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2011.
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|
10.3
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Form of Purchasers’ Lock-up, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 28, 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)
|
Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Issuer has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
PLAN A PROMOTIONS, INC.
(Issuer)
|
Date:
|
08/15/2011
|
By:
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/s/John Preftokis,
|
|
|
John Preftokis Principal Executive Officer, Principal Financial Officer, President and Director
|
-11-