GULFSLOPE ENERGY, INC. - Quarter Report: 2011 December (Form 10-Q)

plana10q123111.htm

U. S. Securities and Exchange Commission

Washington, D.C. 20549

______________

FORM 10-Q

______________

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

For the quarter ended December 31, 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. 00-51638

PLAN A PROMOTIONS, INC.

(Exact name of the issuer as specified in its charter)

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

3984 Washington Blvd. #342

Fremont, CA 94538

(Address of Principal Executive Offices)

(415) 800-4344

(Issuer’s Telephone Number)

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

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

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

Smaller reporting company [X]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

APPLICABLE ONLY TO ISSUER INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

Not applicable.

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

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

Class		Outstanding as of February 6, 2012
Common Capital Voting Stock, $0.01 par value per share		23,650,000

FORWARD LOOKING STATEMENTS

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

PART I - FINANCIAL STATEMENTS

Item 1. Financial Statements.

December 31, 2011

C O N T E N T S

Condensed Balance Sheets	4
Condensed Statements of Operations	5
Condensed Statements of Cash Flows	6
Notes to Condensed Financial Statements	7

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Plan A Promotions, Inc.

(A Development Stage Company)

Condensed Balance Sheets

As of December 31, 2011 and September 30, 2011


	12/31/2011			9/30/2011
	(Unaudited)			(Audited)
Assets
Current Assets
Cash	$	69,670		$	87,505
Prepaids		20,068			-
Total Current Assets		89,738			87,505
Total Assets	$	89,738		$	87,505
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable	$	7,736		$	543
Accrued Liabilities		100			100
Related-Party Payable - Note 3		1,619			1,619
Total Current Liabilities		9,455			2,262
Total Liabilities	$	9,455		$	2,262
Stockholders' Equity
Preferred Stock; par value ($0.01);		-			-
Authorized 5,000,000 shares
none issued or outstanding
Common Stock; par value ($0.01);		236,500			100,000
Authorized 50,000,000 shares; issued
and outstanding 23,650,000 and 10,000,000 respectively
Stock subscription receivable		-			(6,500	)
Additonal paid in capital - shares to be issued		-			116,500
Paid-in Capital		35,260			35,260
Deficit Accumulated during the development stage		(191,477	)		(160,017	)
Total Stockholders' Equity		80,283			85,243
Total Liabilities and Stockholders' Equity	$	89,738		$	87,505

See accompanying notes to condensed financial statements.

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Plan A Promotions, Inc.

(A Development Stage Company)

Condensed Statements of Operations

For the Three Months Ended December 31, 2011 and 2010, and

For the Period from Inception through December 31, 2011

(Unaudited)


	For the			For the			Since
	Three Months			Three Months			Inception
	Ended			Ended			[12/12/03 -
	12/31/2011			12/31/2010			12/31/2011]
Revenues	$	-		$	-		$	9,694
Revenues from Related Parties		-			-			2,346
Total Revenues		-			-			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		31,460			4,634			176,768
Net Loss from Operations		(31,460	)		(4,634	)		(175,223	)
Other Income/(Expenses):
Interest Expense		-			(1,103	)		(15,454	)
Net Loss Before Income Taxes		(31,460	)		(5,737	)		(190,677	)
Provision for Income Taxes		-			-			(800	)
Net Loss		(31,460	)		(5,737	)		(191,477	)
Loss Per Share - Basic and Diluted	$	(0.01	)	$	(0.01	)	$	(0.09	)
Weighted Average Shares Outstanding		14,302,717			1,200,000			2,194,780

See accompanying notes to condensed financial statements.

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Plan A Promotions, Inc.

(A Development Stage Company)

Condensed Statements of Cash Flows

For the Three Months Ended December 31, 2011 and 2010, and

For the Period from Inception through December 31, 2011

(Unaudited)


	For the			For the			Since
	Three Months			Three Months			Inception
	Ended			Ended			[12/12/03 -
	12/31/2011			12/31/2010			12/31/2011]
Net Loss		(31,460	)		(5,737	)		(191,477	)
Adjustments to reconcile net income/loss to net cash
From Operating Activities:
Depreciation								8,906
Changes in operating assets and liabilities:
(Increase)/Decrease in Prepaid Expenses		(20,068	)		-			(20,068	)
Increase/(Decrease) in Accounts Payable/Accrued Liabilities		7,193			4,224			7,836
Increase/(Decrease) in Accrued Interest/Related Party Payable		-			1,103			12,642
Net Cash From Operating Activities		(44,335	)		(410	)		(182,161	)
Cash From Investing Activities
Purchase of Equipment		-			-			(7,406	)
Net Cash From Investing Activities		-			-			(7,406	)
Cash from Financing Activities
Issued Stock for Cash		26,500			-			259,237
Loan from Shareholders		-			-			41,769
Payment on Loans from Shareholders		-			410			(41,769	)
Net Cash From Financing Activities		26,500			410			259,237
Net Increase/(Decrease) in cash		(17,835	)		-			69,670
Beginning Cash Balance		87,505			-			-
Ending Cash Balance	$	69,670		$	-		$	69,670
Supplemental Schedule of Cash Flow Activities
Cash paid for income taxes	$	-		$	-		$	800
Cash paid for interest	$	-		$	-		$	11,296
Related party debt forgiveness	$	-		$	-		$	11,023
Property contributed by shareholder	$	-		$	-		$	1,500

See accompanying notes to condensed financial statements.

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Plan A Promotions, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

December 31, 2011

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The interim financial statements reflect all adjustments, consisting of normal recurring adjustments which, in the opinion of management, are necessary to present a fair statement of the results for the period.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2011. The results of operations for the period ended December 31, 2011, are not necessarily indicative of the operating results for the full year.

NOTE 2 - LIQUIDITY/GOING CONCERN

The Company does not have significant assets, nor has it established operations, and has accumulated losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. It is the intent of the Company to seek a merger with an existing, well-capitalized operating company. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 - RELATED PARTY TRANSACTIONS

During August through September 2011, John Preftokis, the Company’s sole officer and director since June 22, 2011 paid $1,619 in expenses to third parties on behalf of the Company. The total amount of $1,619 remained outstanding as a related party payable as of December 31, 2011.

NOTE 4 – COMMON STOCK/PAID IN CAPITAL

As of September 30, 2011 there were 11,650,000 shares to be issued for gross proceeds of $116,500. The Company had received $110,000 as of September 30, 2011 and the remaining $6,500 was included as a stock subscription receivable. In October 2011, the 11,650,000 shares were issued, and the $6,500 was received.

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

NOTE 5 - RECENT ACCOUNTING PRONOUNCEMENTS

The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.

NOTE 6 - SUBSEQUENT EVENTS

On February 2, 2012, the Company paid a sum of $60,000 to a third party for consulting services.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-looking Statements

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Plan of Operations

Our plan of operation for the next 12 months is to: (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) commence such operations through funding and/or the acquisition of a “going concern” engaged in any industry selected.

Results of Operations

Three Months Ended December 31, 2011 Compared to Three Months Ended December 31, 2010

We had no operations during the quarterly period ended December 31, 2011, nor do we have operations as of the date of this filing. We had no sales during the three months ended December 31, 2011 and 2010. General and administrative expenses were $31,460 for the three months ended December 31, 2011, compared to $4,634 for the three months ended December 31, 2010. The increase in general and administrative expenses for the three months ended December 31, 2011 compared to the same period in 2010 was primarily attributed to (i) $4,932 in consulting fees paid to a third party, (ii) approximately $12,000 increase in legal expenses, (iii) approximately $7,000 increase in accounting fees, and (iv) $3,000 paid to our chief executive officer as compensation for service in 2011.

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Liquidity and Capital Requirements

During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing; the payment of our SEC reporting filing expenses, including associated legal and accounting fees; costs incident to reviewing or investigating any potential business venture; and maintaining our good standing as a corporation in our state of organization. As of December 31, 2011, we had $69,670 in cash. Since December, we paid $60,000 to a third party for consulting services. We believe our current cash balance will be adequate to meet our foreseeable cash requirements for the next 30 days, but there is no guarantee.

The Company has no other sources of financing and will continue to rely on best efforts equity, equity equivalent, or debt financings and borrowings from related parties. There are no additional commitments from or assurances that we will be able to obtain additional capital on terms favorable to the Company or at all. Failure to raise additional capital, on favorable terms or at all, will likely cause us to curtail or cease operations. Our auditors have issued a going concern opinion for our financial statements due to their substantial doubt about our ability to continue as a going concern.

Off-balance Sheet Arrangements

None; not applicable

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission, and that such information is accumulated and communicated to management to allow timely decisions regarding required disclosures.

Under the supervision and with the participation of our management, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based upon that evaluation, our management concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

During the most recent fiscal quarter covered by this Quarterly Report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None; not applicable.

Item 1A. Risk Factors

Not required.

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

None; not applicable.

Item 3. Defaults Upon Senior Securities

None; not applicable.

Item 4. (Removed and Reserved)

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are attached hereto or are incorporated by reference:

Exhibit No.

Description

10.1	Form of Subscription Agreement, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on October 25, 2011.
31.1 (1)	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
32.1 (1)	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 18 U.S.C. Section 1350, adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1)	Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Issuer has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PLAN A PROMOTIONS, INC.

(Issuer)

Date:	02/6/2012		By:	/s/John Preftokis,
				John Preftokis Principal Executive Officer, Principal Financial Officer, President and Director

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