GULFSLOPE ENERGY, INC. - FORM 10-Q - May 21, 2012

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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
______________
  
FORM 10-Q
______________
  
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarter ended March 31, 2012
 
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ____________ to____________
 
Commission File No. 000-51638

GULFSLOPE ENERGY, INC.
(Exact name of the issuer as specified in its charter)

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

3984 Washington Blvd. #342
Fremont, CA 94538
(Address of Principal Executive Offices)

(415) 800-4344
(Issuer’s Telephone Number)
 
PLAN A PROMOTIONS, INC.
(Former name, former address and former fiscal year, if changed since last report)


Check whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

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

Large accelerated filer [  ]
Accelerated filer [  ]
Non-accelerated filer [  ]
Smaller reporting company [X]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [  ]
 
 
 
 
APPLICABLE ONLY TO ISSUER INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

Not applicable.

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

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

Class
  
Outstanding as of April 30, 2012
Common Capital Voting Stock, $0.01 par value per share
  
23,650,000
 
 
 
 
 

 
 
 
 
FORWARD LOOKING STATEMENTS

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

Item 1. Financial Statements.

March 31, 2012
 
C O N T E N T S


 
 Condensed Balance Sheets
F-2
 Condensed Statements of Operations   
F-3
 Condensed Statements of Cash Flows
F-4
 Notes to Condensed Financial Statements
F-5
 
  
 
 


 
 
 
 
F-1
 
GulfSlope Energy, Inc. [fka Plan A Promotions, Inc.]
(A Development Stage Company)
Condensed Balance Sheets
As of March 31, 2012 and September 30, 2011
(Unaudited)

   
3/31/2012
    
9/30/2011
  
             
Assets
            
Current Assets
            
Cash
  
$
1,192
    
$
87,505
  
Prepaids
    
13,818
      
-
  
Total Current Assets
    
15,010
      
87,505
  
Total Assets
  
$
15,010
    
$
87,505
  
Liabilities and Stockholders' Equity
                
Current Liabilities
                
Accounts Payable
  
$
8,647
    
$
543
  
Accrued Liabilities
    
-
      
100
  
Related-Party Payable - Note 3
    
1,619
      
1,619
  
Total Current Liabilities
    
10,266
      
2,262
  
Total Liabilities
  
$
10,266
    
$
2,262
  
Stockholders' Equity
                
Preferred Stock; par value ($0.01);
    
-
      
-
  
Authorized 5,000,000 shares
                
none issued or outstanding
                
Common Stock; par value ($0.01);
    
236,500
      
100,000
  
Authorized 50,000,000 shares; issued
                
and outstanding 23,650,000 and 10,000,000 respectively
                
Stock subscription receivable
    
-
      
(6,500
)
Additonal paid in capital - shares to be issued
    
-
      
116,500
  
Paid-in Capital
    
35,260
      
35,260
  
Deficit Accumulated during the development stage
    
(267,016
)
    
(160,017
)
Total Stockholders' Equity
    
4,744
      
85,243
  
Total Liabilities and Stockholders' Equity
  
$
15,010
    
$
87,505
  

See accompanying notes to condensed financial statements.
 
 
F-2
 
GulfSlope Energy, Inc. [fka Plan A Promotions, Inc.]
 (A Development Stage Company)
Condensed Statements of Operations
For the Three and Six Months Ended March 31, 2012 and 2011, and
For the Period from Inception through March 31, 2012
(Unaudited)
 
   
For the
    
For the
    
For the
    
For the
    
Since Inception
  
   
Three Months
    
Three Months
    
Six Months
    
Six Months
    
[12/12/03]
  
   
Ended
    
Ended
    
Ended
    
Ended
    
through
  
   
3/31/2012
    
3/31/2011
    
3/31/2012
    
3/31/2011
    
3/31/2011
  
Revenues
  
$
-
    
$
-
    
$
-
    
$
-
    
$
9,694
  
Revenues from Related Parties
    
-
      
-
      
-
      
-
      
2,346
  
Total Revenue
    
-
      
-
      
-
      
-
      
12,040
  
Cost of Sales
    
-
      
-
      
-
      
-
      
8,394
  
Cost of Sales to Related Parties
    
-
      
-
      
-
      
-
      
2,101
  
Total Cost of Sales
    
-
      
-
      
-
      
-
      
10,495
  
Gross Profit
    
-
      
-
      
-
      
-
      
1,545
  
General & Administrative Expenses
    
75,539
      
2,072
      
106,999
      
6,706
      
252,307
  
Net Loss from Operations
    
(75,539
)
    
(2,072
)
    
(106,999
)
    
(6,706
)
    
(250,762
)
Other Income/(Expenses):
                                        
Interest Expense
    
-
 
    
(1,152
)
    
-
 
    
(2,255
)
    
(15,454
)
Net Loss Before Income Taxes
    
(75,539
)
    
(3,224
)
    
(106,999
)
    
(8,961
)
    
(266,216
)
Provision for Income Taxes
    
-
      
-
      
-
      
-
      
(800
)
Net Loss
    
(75,539
)
    
(3,224
)
    
(106,999
)
    
(8,961
)
    
(267,016
)
Loss Per Share - Basic and Diluted
  
$
(0.01
)
  
$
(0.01
)
  
$
(0.01
)
  
$
(0.01
)
  
$
(0.10
)
Weighted Average Shares Outstanding
    
23,650,000
      
1,200,000
      
14,459,890
      
1,200,000
      
2,554,028
  
                                         
                                         
 
See accompanying notes to condensed financial statements.
 
 
F-3
 
GulfSlope Energy, Inc. [fka Plan A Promotions, Inc.]
(A Development Stage Company)
Condensed Statements of Cash Flows
For the Six Months Ended March 31, 2012 and 2011, and
For the Period from Inception through March 31, 2012
(Unaudited)
 
                   
   
For the
    
For the
    
Since
  
   
Six Months
    
Six Months
    
Inception
  
   
Ended
    
Ended
    
[12/12/03 -
  
   
3/31/2012
    
3/31/2011
    
3/31/2012]
  
Cash From Operating Activities
                        
Net Loss
    
(106,999
)
    
(8,961
)
    
(267,016
)
Adjustments to reconcile net income/loss to net cash
                        
From Operating Activities:
                        
Depreciation
                    
8,906
  
Changes in operating assets and liabilities:
                        
(Increase)/Decrease in Prepaid Expenses
    
(13,818
)
    
-
      
(13,818
)
Increase/(Decrease) in Accounts Payable/Accrued Liabilities
    
8,004
      
1,014
      
8,647
  
Increase/(Decrease) in Accrued Interest/Related Party Payable
    
-
      
2,255
      
12,642
  
Net Cash From Operating Activities
    
(112,813
)
    
(5,692
)
    
(250,639
)
Cash From Investing Activities
                        
Purchase of Equipment
    
-
      
-
      
(7,406
)
Net Cash From Investing Activities
    
-
      
-
      
(7,406
)
Cash from Financing Activities
                        
Issued Stock for Cash
    
26,500
      
-
      
259,237
  
Loan from Shareholders
    
-
      
-
      
41,769
  
Payment on Loans from Shareholders
    
-
      
5,692
      
(41,769
)
Net Cash From Financing Activities
    
26,500
      
5,692
      
259,237
  
Net Increase/(Decrease) in cash
    
(86,313
)
    
-
      
1,192
  
Beginning Cash Balance
    
87,505
      
-
      
-
  
Ending Cash Balance
  
$
1,192
    
$
-
    
$
1,192
  
Supplemental Schedule of Cash Flow Activities
                        
Cash paid for income taxes
  
$
-
    
$
-
    
$
900
  
Cash paid for interest
  
$
-
    
$
-
    
$
11,296
  
Related party debt forgiveness
  
$
-
    
$
-
    
$
11,023
  
Property contributed by shareholder
  
$
-
    
$
-
    
$
1,500
  

See accompanying notes to condensed financial statements.
 
 
F-4
 
GulfSlope Energy, Inc. [fka Plan A Promotions, Inc.]
(A Development Stage Company)
Notes to Condensed Financial Statements
March 31, 2012
(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 March 31, 2012, 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. 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 March 31, 2012.

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

Effective April 13, 2012, the Company completed its reincorporation in the State of Delaware from the State of Utah.  The reincorporation was effected by the merger of Plan A Promotions, Inc. ("Plan A") with and into GulfSlope Energy, Inc., a newly formed, wholly owned Delaware subsidiary.  As of the effective time of the reincorporation merger, Plan A ceased to exist as a separate entity with GulfSlope being the surviving entity.  Each outstanding share of common stock of Plan A was automatically converted into one share of GulfSlope common stock.  The par value of GulfSlope common stock and preferred stock is now $0.001 per share.  Furthermore, the number of authorized shares of common stock was increased from 50,000,000 to 750,000,000 and the number of authorized shares of preferred stock was increased from 5,000,000 to 50,000,000.
 
Effective May 1, 2012, the Company entered into a one-year consulting agreements with two third party consultants pursuant to which they 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 consultants received 50 million shares each of the Company’s common stock.
 
On May 1, 2012, the Company issued 20 million shares of common stock to John Preftokis, its President and Chief Executive Officer, for services rendered.
 
On May 1, 2012, the Company issued 10 million shares of common stock to a third party for services rendered.

On May 1, 2012, the Company issued a promissory note in the original principal amount of $7,200 to a shareholder of the Company.  The note bears interest at 10% per annum and is due and payable upon the earlier of (i) June 1, 2012 and (ii) the closing of an equity or equity equivalent financing resulting in gross proceeds of at least $500,000.  The outstanding principal due under the note is convertible at any time into shares of Company common stock at a conversion price of $0.01 per share.

 
F-5
 
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 March 31, 2012 Compared to Three Months Ended March 31, 2011

We had no operations during the quarterly period ended March 31, 2012, nor do we have operations as of the date of this filing.  We had no sales during the three months ended March 31, 2012 and 2011. General and administrative expenses were $75,539 for the three months ended March 31, 2012, compared to $2,072 for the three months ended March 31, 2011. The increase in general and administrative expenses of approximately $73,000 for the three months ended March 31, 2012 compared to the same period in 2011 was primarily attributed to $66,250 in consulting fees incurred in 2012.  We had a net loss of $75,539 for the March 31, 2012, period compared to a net loss of $3,224 for the March 31, 2011, period.

Six Months Ended March 31, 2012 Compared to Six Months Ended March 31, 2011

We had no operations during the six month period ended March 31, 2012, nor do we have operations as of the date of this filing.  In the six month period ended March 31, 2012, we had sales of $0, compared to the six month period ended March 31, 2011, with sales of $0. General and administrative expenses were $106,999 for the six months ended March 31, 2012, compared to $6,706 for the March 31, 2011 six month period. General and administrative expenses for the six months ended March 31, 2012, were comprised mainly of consulting, accounting and legal services fees. The increase in general and administrative expenses of approximately $100,000 for the 2012 six month period over the 2011 six month period was due to approximately $71,000 in consulting fees incurred in 2012, and we had an increase in accounting and legal expenses. We had a net loss of $106,999 for the March 31, 2012, period compared to a net loss of $8,961 for the March 31, 2011, period.

 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 March 31, 2012, we had $1,192 in cash. Since March 31, 2012, we borrowed $7,200 from a shareholder to pay certain administrative expenses.  We believe we will need to borrow additional funds or raise capital to meet our financial obligations going forward.

Future equity financings may be dilutive to our stockholders, and the terms of future equity financings may include preferences or rights superior to our common stock.  Debt financings may involve a pledge of assets and will rank senior to our common stock.  We have historically financed our operations through best efforts private debt and equity financing.  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.
 
 
-4-
 
Off-balance Sheet Arrangements

None; not applicable

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission, and that such information is accumulated and communicated to management 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 March 31, 2012, our disclosure controls and procedures were effective at a reasonable assurance level to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.

Limitations on the Effectiveness of Controls

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is designed to provide reasonable assurance as to the reliability of the Company's financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Changes in Internal Control Over Financial Reporting

In connection with the evaluation of the Company's internal controls during the Company's last fiscal quarter covered by this report required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, the Company's principal executive officer and principal financial officer have determined that as of March 31, 2012, there were no changes to the Company's internal controls over financial reporting that have materially affected, or are reasonably likely to materially effect, the Company's internal controls over financial reporting.
 
PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None; not applicable.

Item 1A. Risk Factors

Not required.

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

None; not applicable.

Item 3. Defaults Upon Senior Securities

None; not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

 
-5-
 
Item 6. Exhibits

The following exhibits are attached hereto or are incorporated by reference:
 
Exhibit No.
Description
 
31.1(1)
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
32.1 (1)
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.
101
The following financial information from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 formatted in Extensible Business Reporting language (XBRL); (i) Condensed Balance Sheets, (ii) Condensed Statements of Operations, (iii) Condensed Statements of Cash Flows and (iv) Notes to the Condensed Financial Statements(2)
 
(1)  
Filed herewith.
(2)
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

  
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.


GULFSLOPE ENERGY, INC.
(Issuer)

Date:
05/21/2012
  
By:
/s/John Preftokis,
       
John Preftokis Principal Executive Officer,
Principal Financial Officer, President and Director


 
-6-
 

GULFSLOPE ENERGY, INC. Reports