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EX-32.1 - GULFSLOPE ENERGY, INC.ex32-1.htm
EX-31.1 - GULFSLOPE ENERGY, INC.ex31-1.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)

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

For the fiscal year ended: September 30, 2012

or

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

For the transition period from to

Commission File 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)
 

3 Riverway, Suite 1800 
Houston, Texas 77056  (Address of Principal Executive Offices)

(713) 942-6639
(Issuer’s Telephone Number)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, par value $0.01

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No [X]

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of 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.
(1) Yes [X] No [ ] (2) Yes [X] No [ ]

 
 
 

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

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:

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 [ ]

State the aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which the common stock was last sold, or the average bid and asked price of such common stock, as of the last business day of the Registrant’s most recently completed second fiscal quarter.

The market value of the voting stock held by non-affiliates was $11,274,180 based on 18,790,000 shares held by non-affiliates. These computations are based upon the closing bid price of $0.60 for the common stock of the Company on the OTC Bulletin Board of the Financial Industry Regulatory Authority, Inc. (“FINRA”) on March 30, 2012.

Indicate 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 December 14, 2012
Common Capital Voting Stock, $0.001 par value per share
 
235,150,000


Documents incorporated by reference: None
 
 
 
 
 
 
 
 
 
 

 
EXPLANATORY NOTE
  
GulfSlope Energy, Inc. (the “Company,” “we,” or “our” unless the context indicates otherwise) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to our Annual Report on Form 10-K for the fiscal year ended September 30, 2012, as filed on December 31, 2012 (the “Original Filing”) to correct the comparative balance sheet information for the fiscal year ended September 30, 2011 to reflect the correct par value of the Company’s common stock and additional paid in capital. This correction resulted in a decrease to common stock with an offsetting increase to additional paid in capital for the presentation of these equity accounts within the fiscal year ended September 30, 2011 balance sheet only.  No change was required for total equity on the balance sheet for the fiscal year ended September 30, 2011, or to any other financial statement or disclosure.  This Amendment on Form 10-K/A only amends the Original Filing as noted above. This Amendment does not affect any other parts of or exhibits to the Original Filing, and no other information in the Original Filing, including the fiscal year ended September 30, 2011 statement of stockholders’ equity or related notes to the financial statements, are amended hereby. Except for the amendments described above, this Amendment on Form 10-K/A continues to describe conditions as of the date of the Original Filing, and the disclosures contained herein have not been updated to reflect events, results or developments that occurred after the Original Filing, or to modify or update those disclosures affected by subsequent events. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events, results or developments that occurred or facts that became known to us after the date of the Original Filing, and such forward-looking statements should be read in their historical context. Additionally, in connection with the filing of this Form 10-K/A and pursuant to Securities and Exchange Commission (“SEC”) rules, we are including currently dated certifications. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1

 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


GulfSlope Energy, Inc.
[A Development Stage Company]

TABLE OF CONTENTS


 
Page
Report of Independent Registered Public Accounting Firm
3
Balance Sheets - September 30, 2012 and 2011
4
Statements of Operations for the Years Ended September 30, 2012 and 2011 and for the period from inception [December 12, 2003] through September 30, 2012
5
Statement of Stockholders’ Equity for the period from inception [December 12, 2003] through September 30, 2012
6
Statements of Cash Flows for the Years Ended September 30, 2012 and 2011 and for the period from inception [December 12, 2003] through September 30, 2012
8
Notes to the Financial Statements
9-12


 

 

 

 

 

 
 
2

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
The Board of Directors and Shareholders
 
 
GulfSlope Energy, Inc. [a development stage company]
 
 
We have audited the accompanying balance sheets of GulfSlope Energy, Inc. [a development stage company] as of September 30, 2012 and 2011, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years ended September 30, 2012 and 2011, and for the period from inception [December 12, 2003] through September 30, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
 
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
 
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of GulfSlope Energy, Inc. [a development stage company] as of September 30, 2012 and 2011, and the results of its operations and cash flows for the years ended September 30, 2012 and 2011, and for the period from inception through September 30, 2012, in conformity with accounting principles generally accepted in the United States of America.
 
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has established no significant operations or revenue sources during the period from inception through September 30, 2012. These issues raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.
 
 

Mantyla McReynolds, LLC
Salt Lake City, Utah
December 31, 2012
 
 
 
 
3

 
GulfSlope Energy, Inc. [fka Plan A Promotions, Inc.]
(A Development Stage Company)

BALANCE SHEETS

September 30, 2012 and 2011
   
September 30,
 
   
2012
   
2011
 
Assets
           
Current Assets
           
Cash
 
$
423,009
   
$
87,505
 
           Prepaid Expenses
   
329,373
     
-
 
Total Current Assets
   
752,382
     
87,505
 
Total Assets
 
$
752,382
   
$
87,505
 
                 
Liabilities and Stockholders' Equity
               
Current Liabilities
               
Accounts Payable
 
$
31,731
   
$
543
 
Accrued Liabilities
   
-
     
100
 
Related-Party Payable
   
31,183
     
1,619
 
Total Current Liabilities
   
62,914
     
2,262
 
Total Liabilities
   
62,914
     
2,262
 
Stockholders' Equity
               
Preferred Stock; par value ($0.001);
   
-
     
-
 
Authorized 50,000,000 shares
               
none issued or outstanding
               
Common Stock; par value ($0.001);
               
Authorized 750,000,000 shares; issued
               
and outstanding 235,150,000 and 10,000,000, respectively
   
235,150
     
10,000
 
Stock Subscription Receivable
   
-
     
(6,500
)
Additional Paid in Capital – Shares to be issued
   
-
     
116,500
 
Additional Paid-in Capital
   
2,151,610
     
125,260
 
Deficit Accumulated during the development stage
   
(1,697,292
)
   
(160,017
)
Total Stockholders' Equity
   
689,468
     
85,243
 
Total Liabilities and Stockholders' Equity
 
$
752,382
   
$
87,505
 





See accompanying notes to financial statements
 
4

 
GulfSlope Energy, Inc. [fka Plan A Promotions, Inc.]
(A Development Stage Company)

STATEMENTS OF OPERATIONS

For the years ended September 30, 2012 and 2011 and for the
period from Inception [December 12, 2003] through September 30, 2012

               
Since Inception
 
               
[December 12,
 
   
For the Year Ended
   
For the Year Ended
   
2003]
through
 
   
September 30, 2012
   
September 30, 2011
   
September 30, 2012
 
                   
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
   
1,537,215
     
57,355
     
1,682,523
 
Net Loss from Operations
   
(1,537,215
)
   
(57,355
)
   
(1,680,978
)
Other Income/(Expenses):
                       
Interest Expense
   
(60
)
   
(3,375
)
   
(15,514
)
Net Loss Before Income Taxes
   
(1,537,275
)
   
(60,730
)
   
(1,696,492
)
Provision for Income Taxes
   
-
     
(100
)
   
(800
)
Net Loss
 
$
(1,537,275
)
 
$
(60,830
)
 
$
(1,697,292
)
Loss Per Share - Basic and Diluted
 
$
(0.02
)
 
$
(0.02
)
 
$
(0.16
)
Weighted Average Shares Outstanding - Basic and Diluted
   
83,487,568
     
3,610,959
     
10,819,549
 

See accompanying notes to financial statements




 
5

 
GulfSlope Energy, Inc. [fka Plan A Promotions, Inc.]
(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS’ EQUITY / (DEFICIT)

For the period from Inception [December 12, 2003]
through September 30, 2012
 

                                   
                                   
 
Common
 
Additional Paid-in
 
Common Shares To
 
Additional Paid-in Capital Common Shares
 
Subscription
   
Accumulated
 
Net Stockholders
 
 
Shares
 
Amount
 
Capital
 
Be Issued
 
To Be Issued
 
Receivable
   
Deficit
 
Equity
 
                                         
                                         
Balance, December 12, 2003 (Inception)
   
-
 
$
-
   
$
-
 
$
-
 
$
-
 
$
-
   
$
-
   
$
-
 
Common stock issued for cash
   
1,200,000
   
1,200
     
33,537
   
-
   
-
   
-
     
-
     
34,737
 
Property contributed by shareholder
   
-
   
-
     
1,500
                       
-
     
1,500
 
Net loss from inception on December 12, 2003
                               
-
 
through September 30, 2004
   
-
   
-
     
-
   
-
   
-
   
-
     
(3,400
)
   
(3,400
)
Balance, September 30, 2004
   
1,200,000
   
1,200
     
35,037
   
-
   
-
   
-
     
(3,400
)
   
32,837
 
Net loss for the year ended September 30, 2005
   
-
   
-
     
-
   
-
   
-
   
-
     
(11,324
)
   
(11,324
)
Balance, September 30, 2005
   
1,200,000
   
1,200
     
35,037
   
-
   
-
   
-
     
(14,724
)
   
21,513
 
Net loss for the year ended September 30, 2006
   
-
   
-
     
-
   
-
   
-
   
-
     
(21,682
)
   
(21,682
)
Balance, September 30, 2006
   
1,200,000
   
1,200
     
35,037
   
-
   
-
   
-
     
(36,406
)
   
(169
)
Net loss for the year ended September 30, 2007
   
-
   
-
     
-
   
-
   
-
   
-
     
(18,256
)
   
(18,256
)
Balance, September 30, 2007
   
1,200,000
   
1,200
     
35,037
   
-
   
-
   
-
     
(54,662
)
   
(18,425
)
Net loss for the year ended September 30, 2008
   
-
   
-
     
-
   
-
   
-
   
-
     
(21,674
)
   
(21,674
)
Balance, September 30, 2008
   
1,200,000
   
1,200
     
35,037
   
-
   
-
   
-
     
(76,336
)
   
(40,099
)
 
 
 
 
6

 
 
Net loss for the year ended September 30, 2009
   
-
   
-
     
-
   
-
   
-
   
-
     
(11,289
)
   
(11,289
)
Balance, September 30, 2009
   
1,200,000
   
1,200
     
35,037
   
-
   
-
   
-
     
(87,625
)
   
(51,388
)
Net loss for the year ended September 30, 2010
   
-
   
-
     
-
   
-
   
-
   
-
     
(11,562
)
   
(11,562
)
Balance, September 30, 2010
   
1,200,000
   
1,200
     
35,037
   
-
   
-
   
-
     
(99,187
)
   
(62,950
)
Related party debt forgiveness
   
-
   
-
     
11,023
   
-
   
-
   
-
     
-
     
11,023
 
Common stock issued for cash
   
8,800,000
   
8,800
     
79,200
   
-
   
-
   
-
     
-
     
88,000
 
Additional paid in capital – shares to be issued
   
-
   
-
     
-
   
11,000,000
   
110,000
   
-
     
-
     
110,000
 
Common stock to be issued
   
-
   
-
     
-
   
650,000
   
6,500
   
(6,500
)
   
-
     
-
 
Net loss for the year ended September 30, 2011
   
-
   
-
     
-
   
-
   
-
   
-
     
(60,830
)
   
(60,830
)
Balance, September 30, 2011
   
10,000,000
 
$
10,000
   
$
125,260
   
11,650,000
 
$
116,500
 
$
(6,500
)
 
$
(160,017
)
 
$
85,243
 
                                                         
                                                         
Shares issued from common shares to be issued
   
11,650,000
   
11,650
     
104,850
   
(11,650,000
)
 
(116,500
)
 
6,500
             
6,500
 
Common stock issued for cash
   
78,500,000
   
78,500
     
706,500
                               
785,000
 
Shares issued for services
   
135,000,000
   
135,000
     
1,215,000
                               
1,350,000
 
Net loss for the twelve months ended Sept 30, 2012
   
-
   
-
     
-
   
-
   
-
   
-
     
(1,537,275
)
   
(1,537,275
)
Balance, Sept 30, 2012
   
235,150,000
 
$
235,150
   
$
2,151,610
   
-
 
$
-
 
$
-
   
$
(1,697,292
)
 
$
689,468
 


See accompanying notes to financial statements

 
 
 
 
 
 
7

 
 
GulfSlope Energy, Inc. [fka Plan A Promotions, Inc.]
(A Development Stage Company)

STATEMENTS OF CASH FLOWS

For the years ended September 30, 2012 and 2011 and for the
period from Inception [December 12, 2003] through September 30, 2012
 
 
               
Since Inception
 
               
[December 12,
 
   
For the Year Ended
   
For the Year Ended
   
2003]
through
 
   
September 30, 2012
   
September 30, 2011
   
September 30, 2012
 
                   
Net Loss
 
$
(1,537,275
)
 
$
(60,830
)
 
$
(1,697,292
)
Adjustments to reconcile net loss to net cash
                       
From Operating Activities:
                       
Depreciation
   
-
     
-
     
8,906
 
Stock issued for services
   
1,350,000
     
-
     
1,350,000
 
Changes in operating assets and liabilities:
                       
(Increase)/Decrease in Prepaid Expenses
   
(329,373)
     
-
     
(329,373)
 
Increase/(Decrease) in Accounts Payable/Accrued Liabilities
   
31,089
     
(7,115
)
   
31,732
 
Increase/(Decrease) in Accrued Interest/Related Party Payable
   
29,563
     
(6,472
)
   
42,205
 
Net Cash From Operating Activities
   
(455,996
)
   
(74,417
)
   
(593,822
)
Cash From Investing Activities
                       
Purchase of equipment
   
-
     
-
     
(7,406
)
Net Cash From Investing Activities
   
-
     
-
     
(7,406
)
Cash From Financing Activities
                       
Proceeds for stock issuance
   
791,500
     
88,000
     
914,237
 
Proceeds for stock not issued
   
-
     
110,000
     
110,000
 
Loan from shareholders
   
-
     
5,691
     
41,769
 
Payment on loans from shareholders
   
-
     
(41,769
)
   
(41,769
)
Net Cash From Financing Activities
   
791,500
     
161,922
     
1,024,237
 
Net Increase/(Decrease) in cash
   
335,504
     
87,505
     
423,009
 
Beginning Cash Balance
   
87,505
     
-
     
-
 
Ending Cash Balance
 
$
423,009
   
$
87,505
   
$
423,009
 
Supplemental Schedule of Cash Flow Activities
                       
Cash paid for income taxes
 
$
-
   
$
100
   
$
800
 
Cash paid for interest
 
$
60
   
$
11,296
   
$
11,356
 
Related party debt forgiveness
 
$
-
   
$
11,023
   
$
11,023
 
Property contributed by shareholder
 
$
-
   
$
-
   
$
1,500
 
Stock issued for prepaid expenses
 
$
550,000
   
$
-
   
$
550,000
 


See accompanying notes to financial statements



 
8

 
GulfSlope Energy, Inc. [fka Plan A Promotions, Inc.]
(A Development Stage Company)

Notes to the Financial Statements

September 30, 2012


NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Organization

GulfSlope Energy, Inc. (the “Company”) was founded December 12, 2003 as Lostwood Professional Services, Inc. and was organized to engage in the business of producing and selling promotional merchandise. The Company was incorporated under the laws of the State of Utah. The Company is no longer actively involved in the promotional merchandise industry. We are currently seeking potential assets, property or businesses to acquire, in a business combination, by reorganization, merger or acquisition.

(b) Income Taxes

The Company applies the provisions of FASB Accounting Standard Codification (ASC) 740 Income Taxes. The Statement requires an asset and liability approach for financial accounting and reporting for income taxes, and the recognition of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation allowance is provided if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

(c) Net Loss Per Common Share

Loss per common share is based on the weighted-average number of common shares outstanding. Diluted loss per share is computed using weighted average number of common shares plus dilutive common share equivalents outstanding during the period using the treasury stock method. As of September 30, 2011 the Company had 11,650,000 shares waiting to be issued. These shares, subsequently issued in 2012, were not included in the computation of diluted loss per share for the twelve months ended September 30, 2011, as their effect would have been anti-dilutive, thereby decreasing loss per common share.  The Company had no common stock equivalents outstanding as of September 30, 2012.

(d) Statement of Cash Flows

For purposes of the Statements of Cash Flows, the Company considers cash on deposit in the bank to be cash.  The Company had $423,009 cash as of September 30, 2012.  The Company had $87,505 cash as of September 30, 2011.

(e) Use of Estimates in Preparation of Financial Statements

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(f) Impact of New Accounting Standards

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.
 
 
 
 
9

 
 

NOTE 2 LIQUIDITY/GOING CONCERN

The Company’s plan  of operation for the next twelve  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.   However, the Company has only $752,382 in assets, and has not  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 Company estimates that it will need to raise a minimum of $500,000 to meet its obligations during fiscal year 2013   The Company plans to finance the Company through equity and/or debt financings.   The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 INCOME TAXES

The provision for income taxes consists of the following as of September 30, 2012 and 2011:

   
9/30/2012
   
9/30/2011
 
FEDERAL
           
Current
 
$
0
   
$
0
 
Deferred
   
0
     
0
 
STATE
               
Current
   
0
     
100
 
Deferred
   
0
     
0
 
TOTAL PROVISION
 
$
0
   
$
100
 


Deferred income tax assets and liabilities at September 30, 2012 and 2011 consist of the following temporary differences:

   
9/30/2012
   
9/30/2011
 
DEFERRED TAX ASSETS
           
Current
 
$
0
   
$
0
 
Noncurrent
               
Net operating losses
   
336,029
     
28,923
 
Related party interest
   
0
     
0
 
Differences in book/tax depreciation
   
0
     
0
 
Total noncurrent
 
$
336,029
   
$
28,923
 
Valuation Allowance
   
(336,029
)
   
(28,923
)
NET DEFERRED TAX ASSET
   
0
     
0
 
DEFERRED TAX LIABILITIES
   
0
     
0
 
NET DEFERRED TAXES
 
$
0
   
$
0
 

The Company’s valuation allowance has increased $307,151 during the year ended September 30, 2012. The income/franchise tax payable at September 30, 2011 of $100 is the minimum tax due to the State of Utah for the year ended September 30, 2011.

The following is a summary of federal net operating loss carryforwards and their expiration dates:

Amount
 
Expiration
$
3,203
 
9/30/2024
 
7,695
 
9/30/2025
 
18,447
 
9/30/2026
 
16,876
 
9/30/2027
 
17,986
 
9/30/2028
 
8,596
 
9/30/2029
 
7, 713
 
9/30/2030
 
64,097
 
9/31/2031
 
1,535,757
 
9/31/2032
$
1,680,370
 
                              Total
 

 
 
10

 
A reconciliation between income taxes at statutory tax rates (20%) and the actual income tax provision for continuing operations as of September 30, 2012 and 2011 is as follows:

   
9/30/2012
   
9/30/2011
 
Expected provision (based on statutory rate)
 
$
(307,455
)
 
$
(12,146
)
Effect of:
               
Increasein valuation allowance
   
307,152
     
10,790
 
State minimum tax, net of federal benefit
   
0
     
85
 
Non-deductible expense
   
303
     
802
 
Temporary differences due to depreciation
   
0
     
0
 
Graduated rates
   
0
     
569
 
                 
Total actual provision
 
$
0
   
$
100
 

Uncertain Tax Positions

The Company has not made any adjustments to deferred tax assets or liabilities. The Company did not identify any material uncertain tax positions of the Company on returns that have been filed or that will be filed. The Company has not had operations and is carrying a large Net Operating Loss as disclosed above. Since it is not thought that this Net Operating Loss will ever produce a tax benefit, even if examined by taxing authorities and disallowed entirely, there would be no effect on the financial statements.

The Company’s policy is to recognize potential interest and penalties accrued related to unrecognized tax benefits within general and administrative expenses for penalties and interest expense for interest. For the years ended September 30, 2012 and 2011, the Company did not recognize any interest or penalties, nor did we have any interest or penalties accrued as of September 30, 2012 and 2011 relating to unrecognized benefits.

The tax years ended September 30, 2010, through 2012 are open for examination for federal income tax purposes and by other major taxing jurisdictions to which we are subject.

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.  The shares were issued private placement in reliance upon the exemptions provided by Section 4(2) of the Securities Act of 1933, as amended (“Securities Act”), and Regulation D promulgated thereunder.

In October 2011, the Company sold 2,000,000 shares of common stock for $20,000 cash in a private placement in reliance upon the exemptions provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

Effective April 13, 2012, the Company completed a reincorporation in the State of Delaware from the State of Utah.  The reincorporation was effected by the merger of 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 changed from $0.01 per share to $0.001 per share.  In addition, 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.  These financial statements and related notes give retroactive effect to the change in par value.

On May 1, 2012, the Company issued 20,000,000 shares of common stock to John Preftokis, the Company’s former President and Chief Executive Officer, for services rendered valued at $200,000 or $0.01 per share.

On May 1, 2012, the Company issued 10,000,000 shares of common stock to five third parties for services rendered valued at $100,000 or $0.01 per share.

On May 1, 2012, the Company issued 50,000,000 shares of common stock to a third party for services rendered pursuant to a one-year consulting agreement. This agreement was valued at $500,000 or $0.01 per share.  As of September 30, 2012, $208,333 has been expensed with $291,667 recorded as a prepaid expense.

 
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On May 1, 2012, the Company issued 50,000,000 shares of common stock to James Askew, its current President and Chief Executive Officer, for services rendered pursuant to a one-year consulting agreement.  This agreement was valued at $500,000 or $0.01 per share and expensed in full as the issuance was to an employee of the Company.  See Note 5.

In May and June 2012, the Company sold 76,500,000 shares of common stock for $765,000 cash in a private placement in reliance upon the exemptions provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

On June 22, 2012, the Company entered into a one-year consulting agreement with John Preftokis, the Company’s former President and Chief Executive Officer, for 5,000,000 shares of common stock.  The shares were subsequently issued in July 2012.   This agreement was valued at $50,000, or $0.01 per share.  As of September 30, 2012, $13,611 has been expensed with $36,389 recorded as a prepaid expense.

NOTE 5 RELATED PARTY TRANSACTIONS

During August through September 2011, John Preftokis, the Company’s former President and Chief Executive Officer, paid $1,619 in expenses to third parties on behalf of the Company.  The amount was paid in full on June 6, 2012.

On May 1, 2012, the Company issued 20,000,000 shares of common stock to John Preftokis, the Company’s former President and Chief Executive Officer, for services rendered valued at $200,000 or $0.01 per share.   John Preftokis resigned as sole officer and director of the Company on June 21, 2012.

On May 1, 2012, James Askew, a shareholder and currently the Company’s sole executive officer and director, loaned the Company the sum of $7,200.  The Company issued a promissory note in the original principal amount of $7,200.  The note bore interest at 10% per annum and was 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 was convertible at any time into shares of Company common stock at a conversion price of $0.01 per share.   The Company paid the principal and all accrued interest in full in cash on June 21, 2012.
 
 In May 2012, the Company and Mr. Askew entered into a consulting agreement pursuant to which Mr. Askew would provide the Company’s board of directors advice relating to certain of the Company’s strategic and business development activities (at a high level), including business development financing, and corporate strategy.  In consideration for entering into the consulting agreement, Mr. Askew was issued 50 million shares of the Company’s common stock.  Mr. Askew’s obligations under the consulting agreement were replaced and superseded as described below.

In May 2012, the Company and John B. Connally III, entered into a consulting agreement pursuant to which Mr. Connally would provide the Company’s board of directors advice relating to certain of the Company’s strategic and business development activities (at a high level), including business development financing, and corporate strategy.  In consideration for entering into the consulting agreement, Mr. Connally was issued 50 million shares of the Company’s common stock, and as a result of such issuance, Mr. Connally now holds in excess of 10% of our outstanding shares of common stock.  In July 2012, Mr. Connally’s consulting agreement was amended, and in consideration for the significant amount of time Mr. Connally has and will devote to the Company, the Company agreed to pay Mr. Connally a one-time $25,000 cash retainer and a monthly cash consulting fee of $10,000 per month beginning July 1, 2012.

On June 21, 2012, James Askew was appointed as the Company’s President, Chief Executive Officer, Secretary, Treasurer, and as Chairman of the board of directors.  In connection with the appointment of Mr. Askew, the Company and Mr. Askew entered into an employment agreement, dated effective June 21, 2012, pursuant to which Mr. Askew has agreed to serve in the capacities set forth above for a period of three (3) years.  The agreement may be terminated by the Company without cause upon 90 days written notice.  Under the agreement, Mr. Askew will be paid a base salary of $300,000 per year, and will be eligible to receive bonuses at the discretion of the Company’s board of directors.  The agreement also entitled Mr. Askew to participate in the Company’s benefit plans.  The Company also paid Mr. Askew a one-time cash sign-on bonus of $100,000.  The agreement does not provide for any severance payments upon termination of the agreement by the Company, other than provisions for the reimbursement of accrued expenses and unpaid base compensation.  The agreement also contains confidentiality provisions consistent with his fiduciary duties owed to the Company.  This employment agreement replaced and superseded Mr. Askew’s consulting agreement entered into in May 2012 (see description of the May 2012 consulting agreement above in this Note 5).   The 50 million shares issued to Mr. Askew were unaffected by the replacement of the May 2012 consulting agreement with the June 2012 employment agreement.

On June 22, 2012, subsequent to the date of his resignation as an officer and director of the Company, the Company entered into a one-year consulting agreement with John Preftokis.  In consideration for entering into the consulting agreement, Mr. Preftokis was issued 5 million shares of Company common stock.  This agreement was valued at $50,000, or $0.01 per share.  As of September 30, 2012, $13,611 has been expensed with $36,389 recorded as a prepaid expense.

During August and September, the Company’s current Chief Executive Officer paid $31,183 in expenses on behalf of the Company.   The $31,183 related party payable was outstanding as of September 30, 2012.
 
 
 
12

 
 
 ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibits. The following exhibits are filed as part of this Annual Report:

No.
Description
3.1
Certificate of Incorporation of GulfSlope Energy, Inc. incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed April 23, 2012.
3.2
Bylaws of GulfSlope Energy, Inc. incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K filed April 23, 2012.
4.1
Common Stock Specimen incorporated by reference to Exhibit 4.1 of the Company’s Form 10-K filed December 31, 2012
   
10.1
Employment Agreement, by and between the Company and James M. Askew, incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed June 25, 2012
   
10.2
Form of Subscription Agreement incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the Securities and Exchange Commission on June 6, 2012
 
14.1
Code of Ethics incorporated by reference to Exhibit 14.1 of the Company’s Form 10-K filed December 31, 2012
 
31.1
Certification of Principal Executive Officer and Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
 
32.1
Certification of Principal Executive and Principal Financial Officer Pursuant to 18 U.S.C Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
 
101
The following financial information from our Annual Report on Form 10-K for the fiscal year ended September 30, 2011, filed with the Securities and Exchange Commission on December 21, 2011, 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(1)

* Filed herewith

(1)
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 Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.


GulfSlope Energy, Inc.

Date:
  January [__], 2013
 
By:
/s/ James M. Askew
       
James M. Askew
       
President and Director, Principal Executive Officer, Principal Financial Officer

 
 
 
 
 
 
13