GULFSLOPE ENERGY, INC. - Annual Report: 2011 (Form 10-K)

plana10k093011.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended: September 30, 2011

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

For the transition period from to

Commission File No. 000-51638

Plan A Promotions, Inc.

(Exact Name of registrant as specified in its Charter)

Utah	16-1689008
(State or other Jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

9 Birchtree Lane

Sandy, UT 84092

(Address of Principal Executive Offices)

N/A

(Former address, if changed since last report)

(415) 800-4344 (Registrant’s Telephone Number, including area code)

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 $900,000 based on 1,200,000 shares held by non-affiliates. These computations are based upon the bid price of $0.75 for the common stock of the Company on the OTC Bulletin Board of the Financial Industry Regulatory Authority, Inc. (“FINRA”) on March 31, 2011.

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

[November 30, 2011]: Common – 23,650,000 shares.

Documents incorporated by reference: None

TABLE OF CONTENTS

PART 1
ITEM 1. BUSINESS	4
ITEM 1A. RISK FACTORS	8
ITEM 2. PROPERTIES	8
ITEM 3. LEGAL PROCEEDINGS	8
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS	8
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	8
ITEM 6. SELECTED FINANCIAL DATA	11
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	13
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	23
ITEM 9A(T). CONTROLS AND PROCEDURES	23
ITEM 9B. OTHER INFORMATION	23
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	24
ITEM 11. EXECUTIVE COMPENSATION	25
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	25
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDANCE	26
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	26
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES	27
SIGNATURES	27

PART I

FORWARD LOOKING STATEMENTS

In this Annual Report, references to “Plan A Promotions,” “Plan A Promotions,” the “Company,” “we,” “us,” and “our” refer to “Plan A Promotions,” the Registrant.

This Annual Report contains certain forward-looking statements and for this purpose any statements contained in this Annual Report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the markets in which Plan A Promotions may participate, competition within Plan A Promotions’ chosen industry, technological advances and failure by us to successfully develop business relationships.

ITEM 1. BUSINESS

Business Development

Historical Business Developments of Plan A Promotions

Plan A Promotions, Inc. (the "Company" or "Plan A Promotions") was incorporated under the laws of the State of Utah on December 12, 2003, as "Lostwood Professional Services, Inc." On July 21, 2004, the Company changed its name to "Plan A Promotions, Inc."

In June 2011, the Company and certain of its shareholders entered into a Stock Purchase Agreement (“SPA”) with certain accredited investors. Under the SPA, investors purchased 9,700,000 shares of the Company’s common stock for an aggregate $400,000 cash payment, consisting of 8,800,000 shares of newly issued shares of common stock and 900,000 shares of common stock held by the selling shareholders. Of the $400,000 purchase price, $88,000 was paid to the Company for the purchase of the 8,800,000 newly issued shares of common stock, and $312,000 was paid to Selling Shareholders’ for the purchase of their shares of common stock. As a result of the transactions contemplated by the SPA, each of the officers and directors serving prior to the closing of the SPA resigned, and John Preftokis was appointed to serve as the Company’s sole director and as the Company’s President and Chief Executive Officer.

The Company's operations during the year ended September 30, 2011, generated no revenue. The Company's general and administrative expenses for the year ended September 30, 2011, were $57,355, resulting in an operating loss of $57,355, and a net loss of $60,830 after accounting for interest expense of $3,375 and income taxes of $100.

The independent auditor's report issued in connection with the audited financial statements of the Company for the period ended September 30, 2011, expresses "substantial doubt about its ability to continue as a going concern," due to the Company's status as a development stage company and its lack of significant operations.

Description of Business

Plan A Promotions has been involved in the value-added reseller market, specializing in promotional merchandise and apparel, employee recognition and incentive programs, business gifts and marketing expertise. The Company provided its customers-which included corporations, non-profit organizations, schools, and education associations with over 500,000 promotional and marketing products.

Plan A provided customers access to a variety of promotional products through its relationships with wholesale distributors. The Company's distributors offered a wide array of products, manufactured throughout the world. A promotional product is any item imprinted with a logo or slogan and given out to promote a company, organization, product, service, special achievement, or event. T-shirts, mugs, pens, and key tags are popular examples. Plan A believed promotional products are more effective than other marketing channels, in that they often have a practical use and value for the recipient, thus increasing their effectiveness as advertising and branding tools. Plan A's clients leveraged these products to strengthen their brand, image, customer and employee relations, incentive programs and advertising campaigns.

The Company also provided customers with art design and consultation services through its relationships with several art and graphic design houses, in which the Company outsourced its design work. These firms operated as independent consultants for Plan A Promotions and charged the Company directly for their services. The Company marked up the design charges, and incorporated them into the client's overall merchandising package.

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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. We have had no material business operations since approximately December, 2006. 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) to commence operations through funding and/or the acquisition or business combination with a “going concern” engaged in any industry selected. We are unable to predict the time as to when and if we may actually participate in any specific business endeavor, and we will be unable to do so until we determine any particular industry in which we may conduct business operations.

We are not currently engaged in any substantive business activity except the search for potential assets, property or businesses to acquire, and we have no current plans to engage in any other activity in the foreseeable future unless and until we complete any such acquisition. In our present form, we are deemed to be a “shell company” seeking to acquire or merge with a business or company. We do not intend to restrict our search for business opportunities to any particular business or industry, and the areas in which we will seek out business opportunities may include all lawful businesses. We recognize that the number of suitable potential business ventures that may be available to us will be extremely limited, and may be restricted to businesses or entities that desire to become a publicly-held company while avoiding what many may deem to be the adverse factors related to an initial public offering (“IPO”) as a method of “going public.” The most prevalent of these factors include the substantial time requirements, legal and accounting costs, the inability to obtain an underwriter who is willing to publicly offer and sell securities on behalf of the particular entity, the lack of or the inability to obtain the required financial statements for such an undertaking, state limitations on the amount of dilution to public investors in comparison to the stockholders of any such entity, along with other conditions or requirements imposed by various federal and state securities laws, rules and regulations and federal and state agencies that implement them.

Amendments to SEC Form 8-K regarding shell companies and transactions with shell companies require the filing of all information about an acquired company that would have been required to have been filed had any such company filed a Form 10 Registration Statement with the SEC, along with required audited, interim and proforma financial statements, within four business days of the closing of any such transaction (Item 5.01(a)(8) of Form 8-K); and the recent amendments to Rule 144 (“Rule 144”) of the Securities Act of 1933, as amended (the “Securities Act”) adopted by the SEC that were effective on February 15, 2008, that limit the resale of most securities of shell companies until 12 months after the filing of such information (the “Form 10 Information”), may eliminate many of the perceived advantages of going public transactions with shell companies. These types of transactions are customarily referred to as “reverse” reorganizations or mergers in which the acquired company’s stockholders become the controlling stockholders in the acquiring company and the acquiring company becomes the successor to the business operations of the acquired company. Regulations governing shell companies also deny the use of SEC Form S-8 for the registration of securities and limit the use of SEC Form S-8 to a reorganized shell company until the expiration of 60 days from when any such entity is no longer considered to be a shell company. This prohibition could further restrict opportunities for us to acquire companies that may already have stock option plans in place that cover numerous employees. In such instances, there may be no exemption from registration for the issuance of securities in any business combination to these employees, thereby necessitating the filing of a registration statement with the SEC to complete any such reorganization, and incurring the time and expenses that are normally avoided by reverse reorganizations or mergers.

Recent amendments to Rule 144, adopted by the SEC and effective on February 15, 2008, codify the SEC’s prior position limiting the tradability of certain securities of shell companies, including those issued by us in any business combination, and further limit the tradability of additional securities of shell companies; these proposals will further restrict the availability of opportunities for us to acquire any business or enterprise that desires to utilize us as a means of going public. See the heading “Rule 144” in Part II, Item 5, for a discussion of the general requirements of Rule 144 and the limitations of Rule 144 with respect to shell companies.

Any of these types of business combination transactions, regardless of the particular prospect, would require us to issue a substantial number of shares of our common stock that could amount to as much as 95% or more of our outstanding voting securities; accordingly, investments in the private enterprise, if available, would be much more favorable than any investment in us.

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Management intends to consider a number of factors prior to making any decision to participate in any specific business endeavor, none of which may be determinative or provide any assurance of success. These may include, but will not be limited to, as applicable, an analysis of the quality of the particular business or entity’s management and personnel; the anticipated acceptability of any new products or marketing concepts that any such business or company may have; the merits of any such business or company’s technology or intellectual property; the present financial condition, projected growth potential and available technical, financial and managerial resources; working capital, history of operations and future prospects; the nature of present and expected competition; the quality and experience of any such business or company’s management services and the depth of management; the business or the company’s potential for further research, development or exploration; risk factors specifically related to the business’s or company’s operations; the potential for growth, expansion and profit; the perceived public recognition or acceptance of products, or services offered and trademarks and name identification; and numerous other factors that are difficult, if not impossible, to properly or accurately quantify or analyze, let alone describe or identify, without referring to specific objective criteria of an identified business or company.

Regardless, the results of operations of any specific entity may not necessarily be indicative of what may occur in the future, by reason of changing market strategies, plant or product expansion, changes in product emphasis, future management personnel and changes in innumerable other factors. Further, in the case of a new business venture or one that is in a research and development mode, the risks will be substantial, and there will be no objective criteria to examine the effectiveness or the abilities of its management or its business objectives. Also, a firm market for its products or services may yet need to be established, and with no past track record, the profitability of any such business will be unproven and cannot be predicted with any certainty.

Our management will attempt to meet personally with management and key personnel of any entity providing a potential business opportunity for us, visit and inspect material facilities, obtain independent analysis or verification of information provided and gathered, check references of material personnel and conduct other reasonably prudent measures calculated to ensure a reasonably thorough review of any particular business opportunity; however, due to time constraints of management and limited capital, these activities may be limited.

We are unable to predict the time as to when and if we may actually participate in any specific business endeavor or if at all. We anticipate that proposed business ventures will be made available to us through personal contacts of directors, executive officers and principal stockholders, professional advisors, broker dealers in securities, venture capital personnel and others who may present unsolicited proposals. In certain cases, we may agree to pay a finder’s fee or to otherwise compensate the persons who submit a potential business endeavor in which we eventually participate. Such persons may include our directors, executive officers and beneficial owners of our securities or their affiliates.

Although we currently have no plans to do so, depending on the nature and extent of services rendered, we may compensate members of our management in the future for services that they may perform for us. Because we currently have extremely limited resources, and we are unlikely to have any significant resources until we have determined a business or enterprise to engage in or have completed a business combination, management expects that any such compensation would take the form of an issuance of shares of our common stock to these persons; this would have the effect of further diluting the holdings of our other stockholders. There are presently no preliminary agreements or understandings between us and members of our management respecting such compensation. Any shares issued to members of our management would be required to be resold under an effective registration statement filed with the SEC or could not be publicly sold until 12 months after we file the Form 10 information about the business combination with the SEC as now required by SEC Form 8-K. These provisions could further inhibit our ability to complete any business combination where finders or others who may be subject to these resale limitations refuse to provide us with any introductions or to close any such transactions unless they are paid requested fees in cash rather than our shares or unless we agree to file a registration statement with the SEC that includes any shares that are to be issued to them, at no cost to them. These expenses could limit potential acquisition candidates, especially those in need of cash resources, and could affect the number of shares that our stockholders retain following any such transaction, by reason of the increased expense.

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Substantial fees are also often paid in connection with the completion of all types of business combinations, ranging from a small amount to as much as $400,000 or more. These fees are usually divided among promoters or founders or finders, after deduction of legal, accounting and other related expenses, and it is not unusual for a portion of these fees to be paid to members of management or to principal stockholders as consideration for their agreement to retire a portion of their shares of common stock or as consideration to them to provide an indemnification for all of our prior liabilities. Members of management may also actively negotiate or otherwise consent to the purchase of all or any portion of their shares of common stock as a condition to, or in connection with, a proposed business combination. It is not anticipated that any such opportunity will be afforded to other stockholders or that such other stockholders will be afforded the opportunity to approve or consent to any particular stock buy-out transaction. In the event that any such fees are paid or shares are purchased, these requirements may become a factor in negotiations regarding any business combination with us and, accordingly, may also present a conflict of interest for such individuals. Any of these types of fees that are paid in shares of our common stock will also be subject to the resale limitations embodied in the recent amendments to Rule 144 that prohibit, among other requirements, the public resale of these shares until 12 months after the filing of the Form 10 information with the SEC. We have no present arrangements or understandings respecting any of these types of fees or opportunities.

Competitive Business Conditions and Our Competitive Position in the Industry and Methods of Competition

Management believes that there are literally thousands of shell companies engaged in endeavors similar to those engaged in by us; many of these companies have substantial current assets and cash reserves. Competitors also include thousands of other publicly-held companies whose business operations have proven unsuccessful, and whose only viable business opportunity is that of providing a publicly-held vehicle through which a private entity may have access to the public capital markets via a reverse reorganization or merger. There is no reasonable way to predict our competitive position or that of any other entity in these endeavors; however, we, having limited assets, and no cash reserves, will no doubt be at a competitive disadvantage in competing with shell companies that have significant cash resources and have recent operating histories when compared with our lack of any substantive operations for many years.

Effect of Existing or Probable Governmental Regulations on our Business

We are subject to the following regulations of the SEC and applicable securities laws, rules and regulations:

Smaller Reporting Company

We are subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and subject to the disclosure requirements of Regulation S-K of the SEC, as a “smaller reporting company.” That designation will relieve us of some of the informational requirements of Regulation S-K applicable to larger companies.

Sarbanes/Oxley Act

We are also subject to the Sarbanes/Oxley Act of 2002. The Sarbanes/Oxley Act created a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and strengthens auditor independence. It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members’ appointment, compensation and oversight of the work of public companies’ auditors; management's assessment of our internal controls; prohibits certain insider trading during pension fund blackout periods; requires companies to evaluate internal controls and procedures; and establishes a federal crime of securities fraud, among other provisions. Compliance with the requirements of the Sarbanes/Oxley Act have and will continue to substantially impact our legal and accounting costs.

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Exchange Act Reporting Requirements

Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to stockholders at special or annual meetings thereof or pursuant to a written consent will require us to provide our stockholders with the information outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are forwarded to our stockholders.

We are also required to file Annual Reports on SEC Form 10-K and Quarterly Reports on SEC Form 10-Q with the SEC on a regular basis, and will be required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on SEC Form 8-K.

Number of Total Employees and Number of Full Time Employees

We have no full time employees. Our president and chief executive officer serves on a part-time basis.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide risk factors.

ITEM 2. PROPERTIES

Our Company has no assets, property or business. See Part I, Item 1. Because the Company has had no business, its activities have been limited to keeping itself in good standing in the State of Utah. These activities have consumed an insignificant amount of management’s time.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. (REMOVED AND RESERVED)

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The Company shares are traded on the OTC Bulletin Board, the symbol is PAPM. The Company shares have been quoted on the OTC Bulletin Board since December 20, 2006.

Set forth below are the high and low closing bid prices for our common stock for each quarter of 2011 and 2010. These bid prices were obtained from Pink Sheets, LLC. All prices listed herein reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.

Period	High Bid		Low Bid
October 1, 2009 through December 31, 2009	$	0.30	$	0.30
January 1, 2010 through March 31, 2010	$	0.30	$	0.25
April 1, 2010 through June 30, 2010	$	0.30	$	0.30
July 1, 2010 through September 30, 2010	$	0.30	$	0.30

October 1, 2010 through December 31, 2010	$	0.30	$	0.30
January 1, 2011 through March 31, 2011	$	1.10	$	0.30
April 1, 2011 through June 30, 2011	$	1.11	$	0.55
July 1, 2011 through September 30, 2011	$	1.00	$	0.85

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Rule 144

The following is a summary of the current requirements of Rule 144:


	Affiliate or Person Selling on Behalf of an Affiliate	Non-Affiliate (and has not been an Affiliate During the Prior Three Months)
Restricted Securities of Reporting Issuers	During six-month holding period – no resales under Rule 144 Permitted. After Six-month holding period – may resell in accordance with all Rule 144 requirements including: · Current public information, · Volume limitations, · Manner of sale requirements for equity securities, and · Filing of Form 144.	During six- month holding period – no resales under Rule 144 permitted. After six-month holding period but before one year – unlimited public resales under Rule 144 except that the current public information requirement still applies. After one-year holding period – unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.
Restricted Securities of Non-Reporting Issuers	During one-year holding period – no resales under Rule 144 permitted. After one-year holding period – may resell in accordance with all Rule 144 requirements including: · Current public information, · Volume limitations, · Manner of sale requirements for equity securities, and · Filing of Form 144.	During one-year holding period – no resales under Rule 144 permitted. After one-year holding period – unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.

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Shell Companies

The following is an excerpt from Rule 144(i) regarding resales of securities of shell companies:

“(i) Unavailability to securities of issuers with no or nominal operations and no or nominal non-cash assets.

(1) This section is not available for the resale of securities initially issued by an issuer defined below:

(i)	An issuer, other than a business combination related shell company, as defined in §230.405, or an asset-backed issuer, as defined in Item 1101(b) of Regulation AB (§229.1101(b) of this chapter), that has:

(A)	No or nominal operations; and

(B)

Either:

(1)	No or nominal assets;

(2)	Assets consisting solely of cash and cash equivalents; or

(3)	Assets consisting of any amount of cash and cash equivalents and nominal other assets; or

(ii)	An issuer that has been at any time previously an issuer described in paragraph (i)(1)(i).

(2) Notwithstanding paragraph (i)(1), if the issuer of the securities previously had been an issuer described in paragraph (i)(1)(i) but has ceased to be an issuer described in paragraph (i)(1)(i); is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports (§249.308 of this chapter); and has filed current “Form 10 information” with the SEC reflecting its status as an entity that is no longer an issuer described in paragraph (i)(1)(i), then those securities may be sold subject to the requirements of this section after 12 months have elapsed from the date that the issuer filed “Form 10 information” with the SEC.

(3) The term “Form 10 information” means the information that is required by Form 10 or Form 20-F (§249.220f of this chapter), as applicable to the issuer of the securities, to register under the Exchange Act each class of securities being sold under this rule. The issuer may provide the “Form 10 information” in any filing of the issuer with the SEC. The “Form 10 information” is deemed filed when the initial filing is made with the SEC.”

Securities of a shell company cannot be publicly sold under Rule 144 in the absence of compliance with this subparagraph.

Section 4(1) of the Securities Act

Since we are a shell company as defined in subparagraph (i) of Rule 144, our shares of common stock that were issued while or after we became a shell company cannot be publicly resold under Rule 144 until we comply with the requirements outlined above under the heading “Shell Companies.” Until those requirements have been satisfied, any resales of our shares of common stock must be made in compliance with the provisions of the exemption from registration under the Securities Act provided in Section 4(1) thereof, applicable to persons other than “an issuer, underwriter or a dealer.” That will require that such shares of common stock be sold in “routine trading transactions,” which would include compliance with substantially all of the requirements of Rule 144, including the availability of “current public information” about us as required by subparagraph (c) (1) or (c)(2) of Rule 144, regardless of the Rule’s availability; and such resales may be limited to our non-affiliates. It has been the position of the SEC that the Section 4(1) exemption is not available for the resale of any securities of an issuer that is or was a shell company, by directors, executive officers, promoters or founders or their transferees. See NASD Regulation, Inc., CCH Federal Securities Law Reporter, 1990-2000 Decisions, Paragraph No. 77,681, the so-called “Worm-Wulff Letter.” The current position of the SEC that is contained in Securities Act Release No. 33-8899, effective February 15, 2008, and that codified the position of the SEC set forth in the Worm-Wulff Letter and revised Rule 144 as outlined above, is that Rule 144 now defines what resales can be made under Section 4(1) of the Securities Act, and with limited exceptions, which are set forth in footnote 172 of that Release, shares of shell companies must be sold in compliance with Rule 144(i) that is quoted above.

Holders

The number of record holders of the Company’s common stock, as of the date of this Annual Report, is approximately 103

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Dividends

The Company has not declared any dividends with respect to its common stock and does not intend to declare any dividends in the foreseeable future. The future dividend policy of the Company cannot be ascertained with any certainty. There are no material restrictions limiting, or that are likely to limit, the Company’s ability to pay cash dividends on its common stock.

Securities Authorized for Issuance Under Equity Compensation Plans

None; not applicable.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

We have sold no unregistered securities during the period covered by this Annual Report other than as previously reported in our Quarterly Reports on Form 10-Q or in a Current Report on Form 8-K.

Use of Proceeds of Registered Securities

We have no proceeds from the sale of registered securities.

ITEM 6. SELECTED FINANCIAL DATA

Not required for smaller reporting companies.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Forward-Looking Statements

When used in this Annual Report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act and Section 21e of the Exchange Act regarding events, conditions, and financial trends that may affect the Plan A Promotions’ future plans of operations, business strategy, operating results, and financial position. Persons reviewing this Annual Report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed further below under “Trends and Uncertainties”, and also include general economic factors and conditions that may directly or indirectly impact our financial condition or results of operations.

Plan of Operation

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.

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 September 30, 2011, we had $87,505 in cash. We believe this cash will be adequate to meet our foreseeable cash requirements for the next six months, but there is no guarantee. If our cash is depleted, we may have to raise additional capital to meet ongoing cash requirements. There is no guarantee that we would be successful in raising additional capital.

Liquidity and Capital Resources

As of September 30, 2011, we had $87,505 in cash.

Results of Operations

Overview

Other than maintaining its good corporate standing in the State of Utah and seeking the acquisition of assets, properties or businesses that may benefit the Company and its stockholders, the Company has had no material business operations in the two most recent calendar years.

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The year ended September 30, 2011 resulted in a net loss of $60,830. The year ended September 30, 2010, resulted in a net loss of $11,562.The increase in net loss from 2010 was primarily attributed to 1) an increase of legal expenses of approximately $36,000 related to the change in control transaction that occurred in June 2011, whereby the previous controlling shareholders sold their majority stake in the Company to the current majority shareholders, and 2) an $11,797 indemnification payment to James Doolin, the Company’s previous officer, in June 2011.

The basic loss per share for the year ended September 30, 2011, was $0.02 and a loss per share of $0.01 for the year ended September 30, 2010.

At September 30, 2011, the Company’s only assets composed of $87,505 cash. At September 30, 2010 the Company had no assets. See the Financial Statements and Supplementary Data, Item 8 of this Annual Report.

During the years ended September 30, 2011 and September 30, 2010, two shareholders loaned the Company aggregate amounts of $5,691 and $5,262, respectively. All shareholder loans were paid in full during the year ended September 30, 2011. In addition to the aforementioned loans, a shareholder/officer paid an aggregate amount of $1,619 of expenses to third parties on behalf of the Company during the year ended September 30, 2011. The aggregate amount of $1,619 outstanding as of September 30, 2011 is a related party payable and is due on demand.

We have limited working capital, and currently have no means of earning income.

Off-Balance Sheet Arrangements

We had no Off-Balance Sheet arrangements of any kind for the year ended September 30, 2011.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

-12-

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Plan A Promotions, Inc.

[A Development Stage Company]

TABLE OF CONTENTS

	Page
Report of Independent Registered Public Accounting Firm	14
Balance Sheets - September 30, 2011 and 2010	15
Statements of Operations for the Years Ended September 30, 2011 and 2010 and for the period from inception [December 12, 2003] through September 30, 2011	16
Statement of Stockholders’ Equity / (Deficit) for the period from inception [December 12, 2003] through September 30, 2011	17
Statements of Cash Flows for the Years Ended September 30, 2011 and 2010 and for the period from inception [December 12, 2003] through September 30, 2011	18
Notes to the Financial Statements	19 - 22

-13-

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

Plan A Promotions, Inc. [a development stage company]

We have audited the accompanying balance sheets of Plan A Promotions, Inc. [a development stage company] as of September 30, 2011 and 2010, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years ended September 30, 2011 and 2010, and for the period from inception [December 12, 2003] through September 30, 2011. 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 Plan A Promotions, Inc. [a development stage company] as of September 30, 2011 and 2010, and the results of its operations and cash flows for the years ended September 30, 2011 and 2010, and for the period from inception through September 30, 2011, 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, 2011. 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 21, 2011

-14-

Plan A Promotions, Inc.

[A Development Stage Company]

BALANCE SHEETS

September 30, 2011 and 2010

	September 30,
	2011			2010
Assets
Current Assets
Cash	$	87,505		$	-
Total Current Assets		87,505			-

Total Assets	$	87,505		$	-

Liabilities and Stockholders' Equity / (Deficit)
Current Liabilities
Accounts Payable	$	543		$	6,972
Accrued Liabilities		100			786
Related-Party Payable - Note 3		1,619			10,651
Total Current Liabilities		2,262			18,409
Long Term Liabilities
Loans from Shareholders		-			36,078
Accrued Interest Payable - Shareholders		-			8,463
Total Long Term Liabilities		-			44,541
Total Liabilities		2,262			62,950
Stockholders' Equity / (Deficit )
Preferred Stock; par value ($0.01);		-			-
Authorized 5,000,000 shares
none issued or outstanding
Common Stock; par value ($0.01);
Authorized 50,000,000 shares; issued
and outstanding 10,000,000 and 1,200,000, respectively		100,000			12,000
Stock Subscription Receivable		(6,500	)		-
Additional Paid in Capital – Shares to be issued		116,500			-
Additional Paid-in Capital		35,260			24,237
Deficit Accumulated during the development stage		(160,017	)		(99,187	)
Total Stockholders' Equity / (Deficit)		85,243			(62,950	)
Total Liabilities and Stockholders' Equity/(Deficit)	$	87,505		$	-

See accompanying notes to financial statements

-15-

Plan A Promotions, Inc.

[A Development Stage Company]

STATEMENTS OF OPERATIONS

For the years ended September 30, 2011 and 2010 and for the

period from Inception [December 12, 2003] through September 30, 2011

							Since Inception
							[December 12,
	For the Year Ended			For the Year Ended			2003] through
	September 30, 2011			September 30, 2010			September 30, 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		57,355			7,450			145,308
Net Loss from Operations		(57,355	)		(7,450	)		(143,763	)
Other Income/(Expenses):
Interest Expense		(3,375	)		(4,012	)		(15,454	)
Net Loss Before Income Taxes		(60,730	)		(11,462	)		(159,217	)
Provision for Income Taxes		100			100			800
Net Loss		(60,830	)		(11,562	)		(160,017	)
Loss Per Share - Basic and Diluted	$	(0.02	)	$	(0.01	)	$	(0.11	)
Weighted Average Shares Outstanding - Basic and Diluted		3,610,959			1,200,000			1,504,129

See accompanying notes to financial statements

-16-

Plan A Promotions, Inc.

[A Development Stage Company]

STATEMENTS OF STOCKHOLDERS’ EQUITY / (DEFICIT)

For the period from Inception [December 12, 2003]

through September 30, 2011


									Additional
									Paid-in Capital
	Common				Additional Paid-in		Common Shares To		Common Shares		Subscription			Accumulated			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		12,000		22,737		-		-		-			-			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		12,000		24,237		-		-		-			(3,400	)		32,837
Net loss for the year ended September 30, 2005		-		-		-		-		-		-			(11,324	)		(11,324	)
Balance, September 30, 2005		1,200,000		12,000		24,237		-		-		-			(14,724	)		21,513
Net loss for the year ended September 30, 2006		-		-		-		-		-		-			(21,682	)		(21,682	)
Balance, September 30, 2006		1,200,000		12,000		24,237		-		-		-			(36,406	)		(169	)
Net loss for the year ended September 30, 2007		-		-		-		-		-		-			(18,256	)		(18,256	)
Balance, September 30, 2007		1,200,000		12,000		24,237		-		-		-			(54,662	)		(18,425	)
Net loss for the year ended September 30, 2008		-		-		-		-		-		-			(21,674	)		(21,674	)
Balance, September 30, 2008		1,200,000		12,000		24,237		-		-		-			(76,336	)		(40,099	)
Net loss for the year ended September 30, 2009		-		-		-		-		-		-			(11,289	)		(11,289	)
Balance, September 30, 2009		1,200,000		12,000		24,237		-		-		-			(87,625	)		(51,388	)
Net loss for the year ended September 30, 2010		-		-		-		-		-		-			(11,562	)		(11,562	)
Balance, September 30, 2010		1,200,000		12,000		24,237		-		-		-			(99,187	)		(62,950	)
Related party debt forgiveness		-		-		11,023		-		-		-			-			11,023
Common stock issued for cash		8,800,000		88,000		-		-		-		-			-			88,000
Additional paid in capital – shares to be issued		-		-		-		11,000,000		110,000		-			-			110,000
Subscription receivable		-		-		-		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	$	100,000	$	35,260		11,650,000	$	116,500	$	(6,500	)	$	(160,017	)	$	85,243

See accompanying notes to financial statements

-17-

Plan A Promotions, Inc.

[A Development Stage Company]

STATEMENTS OF CASH FLOWS

For the years ended September 30, 2011 and 2010 and for the

period from Inception [December 12, 2003] through September 30, 2011

							Since Inception
							[December 12,
	For the Year Ended			For the Year Ended			2003] through
	September 30, 2011			September 30, 2010			September 30, 2011

Net Loss		(60,830	)		(11,562	)		(160,017	)
Adjustments to reconcile net loss to net cash
From Operating Activities:
Depreciation		-			-			8,906
Changes in operating assets and liabilities:
(Increase)/Decrease in Prepaid Expenses		-			700			-
Increase/(Decrease) in Accounts Payable/Accrued Liabilities		(7,115	)		1,588			643
Increase/(Decrease) in Accrued Interest/Related Party Payable		(6,472	)		4,012			12,642
Net Cash From Operating Activities		(74,417	)		(5,262	)		(137,826	)
Cash From Investing Activities
Purchase of equipment		-			-			(7,406	)
Net Cash From Investing Activities		-			-			(7,406	)
Cash From Financing Activities
Proceeds for stock issuance		88,000			-			122,737
Proceeds for stock not issued		110,000			-			110,000
Loan from shareholders		5,691			5,262			41,769
Payment on loans from shareholders		(41,769	)		-			(41,769	)
Net Cash From Financing Activities		161,922			5,262			232,737
Net Increase/(Decrease) in cash		87,505			-			87,505
Beginning Cash Balance		-			-			-
Ending Cash Balance	$	87,505		$	-		$	87,505

Supplemental Schedule of Cash Flow Activities
Cash paid for income taxes	$	100		$	100		$	800
Cash paid for interest	$	11,296		$	-		$	11,296
Related party debt forgiveness	$	11,023		$	-		$	11,023
Property contributed by shareholder	$	-		$	-		$	1,500

See accompanying notes to financial statements

-18-

Plan A Promotions, Inc.

[A Development Stage Company]

Notes to the Financial Statements

September 30, 2011

NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Organization

Plan A Promotions, Inc. (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.

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 were not included in the computation of diluted loss per share as their effect would have been anti-dilutive, thereby decreasing loss per common share.

(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 $87,505 cash as of September 30, 2011. The Company had no cash as of September 30, 2010.

(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

Fair Value Measurement – In April 2011, the Financial Accounting Standards Board (“FASB”) issued new guidance to achieve common fair value measurement and disclosure requirements between GAAP and International Financial Reporting Standards. This new guidance amends current fair value measurement and disclosure guidance to include increased transparency around valuation inputs and investment categorization. The new guidance is effective for fiscal years and interim periods beginning after December 15, 2011. The Company does not believe the adoption of the new guidance will have an impact on its financial position, results of operations or cash flows.

Comprehensive Income – In June 2011, the FASB issued new guidance on the presentation of comprehensive income. Specifically, the new guidance allows an entity to present components of net income or other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. While the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. This new guidance is effective for fiscal years and interim periods beginning after December 15, 2011. The Company does not believe the adoption of the new guidance will have an impact on its financial position, results of operations or cash flows.

-19-

The Company has reviewed all other 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 2 LIQUIDITY/GOING CONCERN

The Company has accumulated losses from inception through September 30, 2011 of $160,017, and has not established significant operations or revenue source. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to seek a merger with an existing, well-capitalized operating company. If management is unsuccessful in these efforts, discontinuance of operations is possible. 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, 2011 and 2010:

	9/30/2011		9/30/2010
FEDERAL
Current	$	0	$	0
Deferred		0		0
STATE
Current		100		100
Deferred		0		0
TOTAL PROVISION	$	100	$	100

Deferred income tax assets and liabilities at September 30, 2011 and 2010 consist of the following temporary differences:

	09/30/2011			09/30/2010
DEFERRED TAX ASSETS
Current	$	0		$	0
Noncurrent
Net operating losses		28,923			16,068
Related party interest		0			2,032
Differences in book/tax depreciation		0			33
Total noncurrent	$	28,923		$	18,133
Valuation Allowance		(28,923	)		(18,133	)
NET DEFERRED TAX ASSET		0			0
DEFERRED TAX LIABILITIES		0			0
NET DEFERRED TAXES	$	0		$	0

The Company’s valuation allowance has increased $10,790 during the year ended September 30, 2011. 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
$	144,613

-20-

A reconciliation between income taxes at statutory tax rates (20%) and the actual income tax provision for continuing operations as of September 30, 2011 and 2010 is as follows:

	9/30/2011			9/30/2010
Expected provision (based on statutory rate)	$	(12,146	)	$	(2,292	)
Effect of:
Increasein valuation allowance		10,790			2,340
State minimum tax, net of federal benefit		85			85
Temporary differences due to accrued officer salaries		802			(802	)
Temporary differences due to depreciation		0			32
Graduated rates		569			737

Total actual provision	$	100		$	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.

A reconciliation of our unrecognized tax benefits for 2011 is presented in the table below:

Balance as of October 1, 2010		$	0
Additions based on tax positions related to the current year			0
Additions based on tax positions related to prior year			0
Reductions for tax positions of prior years			0
Reductions due to expiration of statute of limitations			0
Settlements with taxing authorities			0
Balance as of September 30, 2011		$	0

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, 2011 and 2010, the Company did not recognize any interest or penalties, nor did we have any interest or penalties accrued as of September 30, 2011 and 2010 relating to unrecognized benefits.

The tax years ended September 30, 2008, through 2011 are open for examination for federal income tax purposes and by other major taxing jurisdictions to which we are subject.

-21-

NOTE 4 COMMON STOCK/PAID IN CAPITAL

On June 22, 2011, the Company issued 8,800,000 shares of common stock for $88,000 cash.

As of September 30, 2011 there were 11,650,000 shares to be issued for 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.

NOTE 5 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 accrued interest at a simple interest rate of 10% annually. On June 22, 2011, the former President forgave all accrued salaries payable, resulting in no salary payable as of September 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.

During the year ended September 30, 2011 a shareholder loaned the Company an additional $5,181 on an unsecured debenture. As of September 30, 2010 this note had a principal balance of $9,953 and accrued interest of $2,112. The note accrued interest at a rate of 10% per annum and matured on December 31, 2011. On June 22, 2011, the Company paid off the outstanding principal of $15,134 and accrued interest of $2,673.

During the year ended September 30, 2011 a shareholder loaned the Company an additional $510 on an unsecured debenture. As of September 30, 2010 this note had a principal balance of $26,125 and accrued interest of $6,351. The note accrued interest at a rate of 10% per annum and matured on December 31, 2011. On June 22, 2011, the Company paid off the outstanding principal of $26,635 and accrued interest of $7,674.

On June 22, 2011, the Company paid a former shareholder $11,797 as consideration for entering into an indemnification agreement.

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 September 30, 2011.

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.

NOTE 7 SUBSEQUENT EVENTS

On October 20, 2011, the Company entered into a consulting agreement. The Company was required to pay an upfront fee of $25,000 for a year of management consulting services.

In October 2011, the Company issued the 11,650,000 shares of common stock that were to be issued as of September 30, 2011, as disclosed in Note 4 above.

In October 2011, the Company issued 2,000,000 shares of common stock for $20,000 cash.

-22-

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer (who also serves as our principal financial officer) of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the period covered by this report. Based upon that evaluation, our principal executive officer (who also serves as our principal financial officer) concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in reports filed by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure.

In connection with the resignation of our executive officers as described in Item 1 of this report, during the three months ended September 30, 2011, we implemented several changes in our internal control over financial reporting that materially affected, or was reasonably likely to materially affect, our internal control over financial reporting. Specifically, we have engaged a third party consultant with the background necessary to improve our internal controls and to facilitate segregation of duties and secondary reviews for certain business transactions.

Our management, including our principal executive officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our management, with the participation of our principal executive officer (who also serves as our principal financial officer) evaluated the effectiveness of our internal control over financial reporting as of September 30, 2011. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control Integrated Framework. Based on this evaluation, our management concluded that, as of September 30, 2011, our internal control over financial reporting was effective.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal controls over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Security and Exchange Commission that permit us to provide only management’s report in this Annual Report.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

-23-

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Identification of Directors and Executive Officers

Our executive officers and directors and their respective ages, positions and biographical information are set forth below.

Name	Age	Title
John Preftokis	40	Sole Director, President and Chief Executive Officer

John Preftokis 41, has served as a director of the Company since June 2011. Since November 2002, Mr. Preftokis has been a senior desktop technician and website administration for Steve Padis Jewelry Plus Enterprises. From January 2000 to August 2002, Mr. Preftokis was a system administrator for Arthur Andersen, LLP. Prior thereto, Mr. Preftokis held a variety of IT related positions. Mr. Preftokis holds a Bachelor of Science in Business Administration from California State University.

Director Independence

The Company’s securities are not currently listed on a national securities exchange or interdealer quotation system which would require that the Board of Directors include a majority of directors that are “independent.” Furthermore, no member of our Board of Directors or appointee would qualify as an “independent” director as such term is defined in the Nasdaq Global Market listing standards.

Board Committees and Meetings

The Company does not maintain an audit committee, compensation committee or nominating committee, and the Board performs the functions of such committees. Because the Company will only have one director who owns a substantial number of the voting securities of the Company, the Board has determined that it is not necessary to have a standing nominating committee or procedures for submitting shareholder nominations. The Board has not established an audit or compensation committee for similar reasons. Furthermore, we have not designated any member of the Board of Directors as an audit committee financial expert because we are not required to do so at this time.

From October 1, 2010 through September 30, 2011, the Board of Directors held no meetings. The Company has no formal policy with regard to Board members' attendance at annual meetings of security holders and the Company did not hold an annual meeting during the year ended September 30, 2011.

Compensation Committee Interlocks and Insider Participation

The Company does not have a compensation committee, and therefore such role is assumed by the entire board of directors. None of the Company’s executive officers serves on the board of directors or compensation committee of a company that has an executive officer that serves on the Company’s board of directors or Compensation Committee. No member of the Company’s board of directors is an executive officer of a company in which one of the Company’s executive officers serves as a member of the board of directors or compensation committee of that company.

Compliance with Section 16(a) of the Exchange Act

Our common shares are registered under the Securities and Exchange Act of 1934 and therefore our officers, directors and holders of more than 10% of our outstanding shares are subject to the provisions of Section 16(a) which requires them to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. Officers, directors and greater than ten-percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely upon a review of the copies of such forms furnished to us during the fiscal year ended September 30, 2011, the following were filed, but not timely:

Name	Type	Filed
John Preftokis	Form 3	July 8, 2011

Code of Ethics

We have adopted a code of ethics for our principal executive and financial officers.

Involvement in Certain Legal Proceedings

There are currently no material pending legal proceedings to which the Company is a party or of which any of its property is the subject, in which any of the above referenced directors or officers is a party adverse to the Company or has a material interest adverse to the Company.

Furthermore, during the past ten years, none of the Company's officers or directors described above were involved in any legal proceedings that are material to an evaluation of the ability or integrity of such directors and officers.

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ITEM 11. EXECUTIVE COMPENSATION

Compensation to Officers of the Company

In 2010, the Company did not pay compensation in any amount or of any kind to its executive officers. Beginning September 2011, the Company commenced paying its sole officer an amount of $1,000 per month in cash. There are no stock options or other derivative securities outstanding.

No stock has been issued to any officer, employee or director of the Company except in their capacity as investors. We currently do not have a stock incentive plan for the benefit of officers, directors or employees, but our Board of Directors may recommend the adoption of such programs in the future.

Director Compensation

During 2010 and 2011, the directors of the Company were not compensated for their services as directors.

Grants of Plan-Based Awards

No plan-based awards were granted to any of our named executive officers during the fiscal year ended September 30, 2011.

Outstanding Equity Awards at Fiscal Year End

No unexercised options or warrants were held by any of our named executive officers at September 30, 2011. No equity awards were made during the fiscal year ended September 30, 2011.

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners

The following table sets forth the ownership by any person known to us to be the beneficial owner of more than 5% of any class of our voting securities as of November 30, 2011. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. The persons named in the table below have sole voting power and investment power with respect to all shares of common stock shown as beneficially owned by them. The percentage of beneficial ownership is based upon 23,650,000 shares of common stock outstanding at that date.

Name of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned	Percentage of Class Beneficially Owned
Named Executive Officers and Directors:
John Preftokis	4,859,700	20.6%
All directors & executive officers as a group (1 persons)	4,859,700	20.6%

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Securities Authorized for Issuance under Equity Compensation Plans

Equity Compensation Plan Information

The following information is provided as of September 30, 2011:

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans excluded securities reflected in column (a)

(a)

(b)

(c)

Equity compensation plans approved by shareholders

Equity compensation plans not approved by shareholders

Total

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

Other than as set forth below, there were no material transactions, or series of similar transactions, during our Company’s last two fiscal years, or any currently proposed transactions, or series of similar transactions, to which our Company or any of our subsidiaries was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of the smaller reporting company's total assets at year-end for the last two completed fiscal years and in which any director, executive officer or any security holder who is known to us to own of record or beneficially more than five percent of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest.

In June 2011, John Preftokis, our President and Chief Executive Officer, acquired 4,859,700 shares of common stock for cash consideration of $200,400, of which $44,412 was paid to the Company for the purchase of 4,241,200 newly issued shares, and $155,988 to certain third party shareholders for the purchase of 418,500 shares of issued and outstanding Company common stock. During August through September 2011, John Preftokis paid $1,619 in expenses to third parties on behalf of the Company.

During the years ended September 30, 2011 and September 30, 2010, two shareholders Michael Doolin and James Doolin loaned the Company aggregate amounts of $5,691 and $5,262, respectively. These shareholder loans were paid in full as of September 30, 2011.

ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES

The following is a summary of the fees billed to us by our principal accountants during the fiscal years ended September 30, 2011 and 2010:

Fee category	2011		2010

Audit fees	$	7,585	$	6,513
Audit-related fees		0		0
Tax fees		400		300
All other fees		0		0

Total fees	$	7,985	$	6,813

Audit Fees - Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.

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Audit-related Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.”

Tax Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.

All Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit fees,” “Audit-related fees,” and “Tax fees” above.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

We have not adopted an Audit Committee; therefore, there is no Audit Committee policy in this regard. All services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.

PART IV

ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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

No.	Description
3.1	Articles of Incorporation*
3.2	Articles of Amendment to Articles of Incorporation*
3.3	Bylaws*
4.1	Common Stock Specimen*
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.

Plan A Promotions, Inc.

Date:	December 22, 2011	By:	/s/ John Preftokis
			John Preftokis
			President and Director, Principal Executive Officer, Principal Financial Officer

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