UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
DC 20549
 
 FORM
10-Q
 
 [X]   Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
 
 For the
quarterly period ended February 28, 2010
 
 [  ]   Transition
Report pursuant to 13 or 15(d) of the Securities Exchange
 Act
of 1934
 
 For the
transition period from ___________________ to ___________________
 
 Commission
File Number    000-52322
 
 Gulf United Energy,
Inc.
 (Exact
name of small Business Issuer as specified in its charter)
 
 Nevada
              20-5893642(State
      or other jurisdiction of incorporation or organization)
              (IRS
      Employer Identification No.)
 
 P.O. Box
22165;  Houston, Texas  77227-2165
 (Address
of principal executive offices)  (Postal or Zip Code)
 
 (713)
893-3543
 (Registrant's
telephone number, including area code)
 
 N/A
 (Former
name, former address and former fiscal year, if changed since last
report)
 
 Indicate
by check mark 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 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   [X ] Yes  [  ] No
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).  [  ] Yes   [  ]
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 definitions of “large accelerated filer”, “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
 
 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 CORPORATE ISSUERS
 
 As
of April 12, 2010, there were approximately 167,200,000 shares of common stock
issued and outstanding.
  
 GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
 
 TABLE
OF CONTENTS
 
 Part
      I. Financial InformationFinancial
      StatementsBalance
      Sheets at February 28, 2010 and August 31, 2009
                4Statements
      of Operations For the Three Months and Six Months Ended February 28, 2010
      and 2009 and the Period From Inception (September 19, 2003) to February
      28, 2010
                5Statements
      of Cash Flows For the Six Months Ended February 28, 2010 and 2009 and the
      Period from Inception (September 19, 2003) through February 28,
      2010
                6Statement
      of Changes in Stockholders' Equity (Deficiency) for the Period from
      Inception (September 19, 2003) to February 28, 2010
                7Notes
      to the Financial  Statements
                8Management's
      Discussion and Analysis or Plan of Operation
                17Quantitative
      and Qualitative Disclosures About Market Risk
                18Controls
      and Procedures
                19Part
      II. Other InformationLegal
      Proceedings
                20Risk
      Factors
                20Unregistered
      Sales of Equity Securities and Use of Proceeds
                26Defaults
      Upon Senior Securities
                27Other
      Information
                27Exhibits
                27Signatures
                28EX-31.1
      (EXHIBIT 31.1)EX-32.1
      (EXHIBIT 32.1)
  
 
 GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
 
 PART
1 – FINANCIAL INFORMATION
 
 Item
1.  Financial Statements
 
 
 SECOND
QUARTER
 FINANCIAL
STATEMENTS
 
 
 February
28, 2010
 (Unaudited)
        
 GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
 
 BALANCE
SHEETS
  February
      28,
                
                
                August
      31,2010
                
                
                2009(Unaudited)
                
                
                (Audited)ASSETSCurrent
      AssetsCash
                
                $
                116,008
                
                
                $
                516Total
      Current Assets
                
                
                116,008
                
                
                
                516Fixed
      Assets
                
                
                3,300
                
                
                
                3,300Less:  Accumulated
      Depreciation
                
                
                (2,750
                )
                
                
                (2,200
                )Net
      Fixed Assets
                
                
                550
                
                
                
                1,100Interest
      in joint venture projects (Note 3)
                
                
                940,240
                
                
                
                940,240Total
      Assets
                
                $
                1,056,798
                
                
                $
                941,856LIABILITIESCurrentAccounts
      payable and accrued liabilities
                
                $
                170,032
                
                
                $
                100,951Loans
      payable related parties (Note 6)
                
                
                26,574
                
                
                
                26,574Shareholder
      loan payable and accrued interest (Note 6)
                
                
                2,264,228
                
                
                
                2,154,700Total
      Liabilities
                
                $
                2,460,834
                
                
                
                2,282,225Commitments
      and Contingent LiabilitiesSTOCKHOLDERS'
      EQUITY (DEFICIENCY)Common
      StockAuthorized:200,000,000
      shares with a par value of $0.001Issued
      and Outstanding:26,400,000
      shares as of February 28, 2010
                
                
                26,400
                
                
                
                26,350and
      26,350,000 shares as of August 31, 2009Common
      Stock Subscribed (35,250,000 shares par value $.001)
                
                
                35,250
                
                
                
                -Additional
      paid-in capital
                
                
                999,625
                
                
                
                686,925Stock
      subscriptions receivable
                
                
                (130,000
                )
                
                
                -Deficit
      Accumulated During The Development Stage
                
                
                (2,335,311
                )
                
                
                (2,053,644
                )(1,404,036
                )
                
                
                (1,340,369
                )Total
      Liabilities and Stockholders' Equity (Deficiency)
                
                $
                1,056,798
                
                
                $
                941,856
  The
accompanying notes are an integral part of these financial
statements.
 -4-
 GULF UNITED ENERGY,
INC.
 (A
Development Stage Company)
 
 STATEMENTS
OF OPERATIONS
 (Unaudited)
  Period
      FromInceptionThree
      Months Ended
                
                
                Six
      Months Ended
                
                
                (September
      19, 2003)February
      28
                
                
                February
      28
                
                
                through2010
                
                
                2009
                
                
                2010
                
                
                2009
                
                
                February
      28, 2010Revenue
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Expenses:Office
      and sundry
                
                
                38
                
                
                
                138
                
                
                
                75
                
                
                
                183
                
                
                
                15,458Business
      License and Fees
                
                
                3,160
                
                
                
                -
                
                
                
                5,070
                
                
                
                -
                
                
                
                5,070Depreciation
      Expense
                
                
                275
                
                
                
                275
                
                
                
                550
                
                
                
                550
                
                
                
                2,750Professional
      fees
                
                
                153,375
                
                
                
                36,239
                
                
                
                162,102
                
                
                
                45,014
                
                
                
                488,326Consulting
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                10,455Rent
      and lease expense
                
                
                -
                
                
                
                15,301
                
                
                
                -
                
                
                
                30,895
                
                
                
                129,696Public
      relations
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                320
                
                
                
                1,265Travel
                
                
                3,523
                
                
                
                -
                
                
                
                3,523
                
                
                
                -
                
                
                
                17,736Utilities
                
                
                373
                
                
                
                884
                
                
                
                808
                
                
                
                1,322
                
                
                
                15,679Shareholder
      loan and other interest
                
                
                55,385
                
                
                
                48,733
                
                
                
                109,539
                
                
                
                96,304
                
                
                
                625,732Total
      expenses
                
                
                216,129
                
                
                
                101,570
                
                
                
                281,667
                
                
                
                174,588
                
                
                
                1,312,167Operating
      Loss
                
                
                (216,129
                )
                
                
                (101,570
                )
                
                
                (281,667
                )
                
                
                (174,588
                )
                
                
                (1,312,167
                )Other
      Income and ExpenseImpairment
      loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                1,010,970Gain
      on settlement of debt
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (3,333
                )Loss
      from continuing operations
                
                
                (216,129
                )
                
                
                (101,570
                )
                
                
                (281,667
                )
                
                
                (174,588
                )
                
                
                (2,319,804
                )Loss
      from discontinued operations
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (15,507
                )Net
      Loss
                
                $
                (216,129
                )
                
                $
                (101,570
                )
                
                $
                (281,667
                )
                
                $
                (174,588
                )
                
                $
                (2,335,311
                )Basic
      And Diluted Loss per sharefrom
      continuing operations
                
                $
                (0.01
                )
                
                $
                (0.00
                )
                
                $
                (0.01
                )
                
                $
                (0.01
                )
                
                $
                (0.09
                )Basic
      And Diluted Loss per sharefrom
      discontinued operations
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.00
                )Basic
      And Diluted Net Loss per share
                
                $
                (0.01
                )
                
                $
                (0.00
                )
                
                $
                (0.01
                )
                
                $
                (0.01
                )
                
                $
                (0.09
                )Weighted
      Average Number of Shares Outstanding
                
                
                26,376,111
                
                
                
                26,350,000
                
                
                
                26,362,983
                
                
                
                26,350,000
                
                
                
                25,067,501
  The
accompanying notes are an integral part of these financial
statements.
 -5-
 GULF UNITED ENERGY,
INC.
 (A
Development Stage Company)
 
 STATEMENTS
OF CASH FLOWS
 (Unaudited)
 
 Period
      FromInceptionSix
      Months Ended
              
              
              (September
      19, 2003)February
      28,
              
              
              February
      28,
              
              
              Through2010
              
              
              2009
              
              
              February
      28, 2010Cash
      Flows From Operating ActivitiesNet
      loss for the period
              
              $
              (281,667
              )
              
              $
              (174,588
              )
              
              $
              (2,335,311
              )Adjustments
      to reconcile net loss to net cash used byoperating
      activities:Depreciation
      Expense
              
              
              550
              
              
              
              550
              
              
              
              2,750Expenses
      paid by issuance of common stock or common stocksubscriptions
              
              
              10,500
              
              
              
              -
              
              
              
              10,500Accrued
      interest added to stockholder loan
              
              
              109,028
              
              
              
              96,273
              
              
              
              624,543Non-cash
      portion of interest expense
              
              
              -
              
              
              
              -
              
              
              
              3,333Gain
      on settlement of debt
              
              
              -
              
              
              
              -
              
              
              
              (3,333
              )Impairment
      of investment in joint venture projects
              
              
              -
              
              
              
              -
              
              
              
              1,010,970Accounts
      payable and accrued liabilities
              
              
              69,081
              
              
              
              34,917
              
              
              
              170,032Net
      Cash Used By Operating Activities
              
              
              (92,508
              )
              
              
              (42,848
              )
              
              
              (516,516
              )Cash
      Flows From Investment ActivityCapital
      Expenditures
              
              
              -
              
              
              
              -
              
              
              
              (3,300
              )Advances
      and investment in joint venture projects
              
              
              -
              
              
              
              -
              
              
              
              (250,000
              )Net
      cash used by investing activities
              
              
              -
              
              
              
              -
              
              
              
              (253,300
              )Cash
      Flows From Financing ActivitiesCommon
      stock subscribed
              
              
              207,500
              
              
              
              -
              
              
              
              233,550Increase
      in loans payable to related parties
              
              
              -
              
              
              
              -
              
              
              
              226,574Proceeds
      from shareholder loans payable
              
              
              500
              
              
              
              42,000
              
              
              
              425,700Net
      cash provided by financing activities
              
              
              208,000
              
              
              
              42,000
              
              
              
              885,824Increase/(Decrease)  In
      Cash During The Period
              
              
              115,492
              
              
              
              (848
              )
              
              
              116,008Cash,
      Beginning Of Period
              
              
              516
              
              
              
              2,191
              
              
              
              -Cash,
      End Of Period
              
              $
              116,008
              
              
              $
              1,343
              
              
              $
              116,008Non-Cash
      Investing and Financing Activities:Investment
      advances paid from shareholder loans
              
              $
              -
              
              
              $
              -
              
              
              $
              1,263,985Capital
      stock issued for investment acquisition
              
              $
              -
              
              
              $
              -
              
              
              $
              687,225Capital
      stock or common stock subscriptions issued for expenses
              
              $
              10,500
              
              
              $
              -
              
              
              $
              10,500Stock
      subscriptions receivable
              
              $
              130,000
              
              
              $
              -
              
              
              $
              130,000Settlement
      of loan payable by assignment of investment:Loan
      payable
              
              $
              -
              
              
              $
              -
              
              
              $
              (200,000
              )Investment
              
              $
              -
              
              
              $
              -
              
              
              $
              200,000Supplementary
      Disclosure Of Cash Flow Information:Cash
      paid for:Interest
              
              $
              -
              
              
              $
              -
              
              
              $
              475Income
      taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -
 
 The
accompanying notes are an integral part of these financial
statements.
 -6-
 GULF UNITED ENERGY,
INC.
 (A
Development Stage Company)
 
 STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY)
 
 PERIOD
FROM INCEPTION (SEPTEMBER 19, 2003) TO FEBRUARY 28, 2010
 (Unaudited)
 
 DEFICITACCUMULATEDCOMMON
      SHARES
              
              COMMON
              
              ADDITIONAL
              
              STOCK
              
              DURING
      THEPAR
              
              SHARES
              
              PAID-IN
              
              SUBSCRIPTIONS
              
              DEVELOPMENTNUMBER
              
              VALUE
              
              SUBSCRIBED
              
              CAPITAL
              
              RECEIVABLE
              
              STAGE
              
              TOTALBalance,
      September 19,2003
      (date of inception)
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Capital
      stock issued for cash:October
      2003 at $0.001
              
              2,500,000
              
              
              2,500
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              2,500November
      2003 at $0.005
              
              160,000
              
              
              160
              
              
              -
              
              
              640
              
              
              -
              
              
              -
              
              
              800December
      2003 at $0.005
              
              1,400,000
              
              
              1,400
              
              
              -
              
              
              5,600
              
              
              -
              
              
              -
              
              
              7,000June
      2004 at $0.01
              
              1,000,000
              
              
              1,000
              
              
              -
              
              
              9,000
              
              
              -
              
              
              -
              
              
              10,000July
      2004 at $0.25
              
              23,000
              
              
              23
              
              
              -
              
              
              5,727
              
              
              -
              
              
              -
              
              
              5,750Net
      loss for the period
              
              -
              
              
              0
              
              
              -
              
              
              -
              
              
              -
              
              
              (15,880
              )
              
              (15,880
              )Balance,
      August 31, 2004
              
              5,083,000
              
              
              5,083
              
              
              -
              
              
              20,967
              
              
              -
              
              
              (15,880
              )
              
              10,170Net
      loss for the year
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (16,578
              )
              
              (16,578
              )Balance,
      August 31, 2005
              
              5,083,000
              
              
              5,083
              
              
              -
              
              
              20,967
              
              
              -
              
              
              (32,458
              )
              
              (6,408
              )November
      10, 2005 StockSplit
      Adjustment
              
              20,332,000
              
              
              20,332
              
              
              -
              
              
              (20,332
              )
              
              -
              
              
              -
              
              
              -Net
      loss for the year
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (31,577
              )
              
              (31,577
              )Balance,
      August 31, 2006
              
              25,415,000
              
              
              25,415
              
              
              
              
              
              635
              
              
              
              
              
              (64,035
              )
              
              (37,985
              )Capital
      stock issued forinvestment:January
      2007 at $0.735 per share
              
              185,000
              
              
              185
              
              
              -
              
              
              135,790
              
              
              -
              
              
              -
              
              
              135,975July
      2007 at $0.735 pershare
              
              750,000
              
              
              750
              
              
              -
              
              
              550,500
              
              
              -
              
              
              -
              
              
              551,250Net
      loss for the year
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (257,804
              )
              
              (257,804
              )Balance,
      August 31, 2007
              
              26,350,000
              
              
              26,350
              
              
              
              
              
              686,925
              
              
              
              
              
              (321,839
              )
              
              391,436Net
      loss for the year
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (378,039
              )
              
              (378,039
              )Balance,
      August 31, 2008
              
              26,350,000
              
              
              26,350
              
              
              
              
              
              686,925
              
              
              
              
              
              (699,878
              )
              
              13,397Net
      loss for the year
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,353,766
              )
              
              (1,353,766
              )Balance,
      August 31, 2009
              
              26,350,000
              
              
              26,350
              
              
              -
              
              
              686,925
              
              
              -
              
              
              (2,053,644
              )
              
              (1,340,369
              )Common
      stock subscribed (35,250,000 shares at $0.01)
              
              -
              
              
              -
              
              
              35,250
              
              
              312,250
              
              
              -
              
              
              -
              
              
              347,500Common
      stock issued (50,000 shares at $0.01)
              
              50,000
              
              
              50
              
              
              -
              
              
              450
              
              
              -
              
              
              -
              
              
              500Stock
      subscriptions receivable
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (130,000
              )
              
              -
              
              
              (130,000
              )Net
      loss for the period
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (281,667
              )
              
              (281,667
              )Balance,
      February 28, 2010
              
              26,400,000
              
              $
              26,400
              
              $
              35,250
              
              $
              999,625
              
              $
              (130,000
              )
              $
              (2,335,311
              )
              $
              (1,404,036
              )
 
 The
accompanying notes are an integral part of these financial
statements.
 -7-
 GULF UNITED ENERGY,
INC.
 (A
Development Stage Company)
 
 NOTES
TO THE FINANCIAL STATEMENTS
 February
28, 2010
 (Unaudited)
  The
unaudited financial information furnished herein reflects all adjustments, which
in the opinion of management are necessary to fairly state the Company’s
financial position and the results of its operations for the periods
presented.  This report on Form 10-Q should be read in conjunction
with the Company’s financial statements and notes thereto included in the
Company’s Form 10-K for the fiscal year ended August 31, 2009.  The
Company assumes that the users of the interim financial information herein have
read or have access to the audited financial statements for the preceding fiscal
year and that the adequacy of additional disclosures needed for a fair
presentation may be determined in that context.  Accordingly, some
footnote disclosures, which would substantially duplicate the disclosure
contained in the Company’s Form 10-K for the fiscal year ended August 31, 2009
have been omitted.  The results of operations for the six months ended
February 28, 2010 are not necessarily indicative of results for the entire
fiscal year ending August 31, 2010.
 
 1.
              NATURE
      AND CONTINUANCE OF OPERATIONS
 
 Gulf
United Energy, Inc. (the “Company”) was incorporated in Nevada in September
2003. The Company currently has limited operations.  The Company is a
development stage company as defined by the Financial Accounting Standards Board
(FASB) Accounting Standards for Development Stage Entities.  The
Company acquired joint venture interests with a private Mexican company in a
proposed natural gas pipeline project and a proposed liquefied natural gas (LNG)
regasification and storage facility in Mexico.
 
 These
financial statements have been prepared on a going concern basis. The Company
has incurred losses since inception resulting in an accumulated deficit of
$2,335,311 and further losses are anticipated in the development of its business
raising substantial doubt about the Company’s ability to continue as a going
concern. Its ability to continue as a going concern is dependent upon the
ability of the Company to obtain the necessary financing to meet its obligations
and repay its liabilities arising from normal business operations when they come
due. Management is actively raising additional capital through a private
placement of its common stock.  For the period of November 12, 2009
through April 12, 2010, the Company has received subscriptions for 59,750,000
unregistered, restricted, subscribed shares for proceeds of $587,500; however,
there are no assurances that the Company will be successful in its efforts to
raise additional capital. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts of and classification of liabilities that might be
necessary in the event the Company cannot continue in existence.
 
 Temporary
revocation of right to conduct business as a corporation in Nevada
 
 In
November 2009, the Company’s right to conduct business was revoked by the state
of Nevada for failure to renew its business license.  Subsequent to
the revocation, an unrelated third party reserved the Company’s name to
effectively prevent the Company from using the name Gulf United Energy,
Inc.  In January 2010, the Company negotiated a settlement with the
individual which included the issuance by the Company to the individual 50,000
shares of the Company’s unregistered, restricted common shares in exchange for
the individual’s release of the reservation of the Company’s
name.  The Company recorded the expense and the shares at $0.01 per
share, the same price as unregistered, restricted common shares have been
subscribed.  The Company paid a de minimus reinstatement fee and its
license fee to the State of Nevada and has been reinstated as an active
corporate entity.
 
 -8-
 GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
 
 NOTES
TO THE FINANCIAL STATEMENTS
 February
28, 2010
 (Unaudited)
 
 Sale
of joint venture interests - Terminated
 
 As
reported in the Form 8-K filed June 11, 2009, the Company entered into an
agreement with its joint venture partner, Cia Mexicana de Gas Natural, S.A. de
C.V., to sell all of the Company’s shares in Fermaca LNG de Cancun, S.A. de C.V.
and Fermaca Gas de Cancun, S.A. de C.V. for a total amount of
$1,000,000.  As a result of this anticipated sale, the Company at May
31, 2009 impaired its advances to and investment in joint venture projects by
$1,010,970 to $940,240 to reflect the estimated present value of the anticipated
sales price, discounted at 10%.  The closing date of the transaction
was extended and in January 2010, management determined to withdraw the offer to
sell the Company’s shares in Fermaca LNG de Cancun, S.A. de C.V. and Fermaca Gas
de Cancun, S.A. de C.V.
  2.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES
 
 Basis
      of Accounting
 
 The
Company maintains its accounts on the accrual method of accounting in accordance
with accounting principles generally accepted in the United States of America.
The accompanying financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission (“SEC”). In the
opinion of management, all adjustments necessary for a fair presentation of
financial position and the results of operations have been reflected
herein.
 
 Concentration
of Credit Risk
 
 Financial
instruments which potentially subject the Company to concentration of credit
risk at this time consist principally of cash.  The Company places its
cash with high credit quality financial institutions.  At times, such
amounts may exceed FDIC limits; however, these deposits typically may be
redeemed upon demand and therefore bear minimal risk.  In monitoring
this credit risk, the Company periodically evaluates the stability of the
financial institutions.
 
 Use
of Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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.  Certain of our more critical accounting policies require
the application of significant judgment by management in selecting the
appropriate assumptions for calculating financial estimates. By their nature,
these judgments are subject to an inherent degree of uncertainty. These
judgments are based on our historical experience, terms of existing contracts,
and our observance of trends in the industry and information available from
other outside sources, as appropriate. Different, reasonable estimates could
have been used in the current period.
 -9-
 GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
 
 NOTES
TO THE FINANCIAL STATEMENTS
 February
28, 2010
 (Unaudited)
  Additionally,
changes in accounting estimates are reasonably likely to occur from period to
period. These, and other, factors could have a material impact on the
presentation of our financial condition, changes in financial condition or
results of operations.
 
 Cash
 
 Cash
includes cash in a demand deposit account with a Houston bank.
 
 Fair
Value of Financial Instruments
 
 The
Company’s financial instruments consist of cash and accounts payable, accrued
liabilities and debt.  It is management’s opinion that the Company is
not exposed to significant interest or credit risks arising from these financial
instruments. The fair value of these financial instruments approximates their
carrying values.  The carrying amount of these financial instruments
approximates fair value due either to length of maturity or interest rates that
approximate prevailing market rates.  In determining fair values,
there are three levels of inputs used to determine value.  Level 1
inputs are quoted prices in active markets for identical assets and
liabilities.  Level 2 inputs are inputs other than quoted prices that
are observable for the asset or liability, either directly or
indirectly.  Level 3 inputs are unobservable inputs, which include
risk inherent in the asset or liability.
 
 Impairment
of Long-lived Assets
 
 The
Company evaluates impairment when events or circumstances indicate that a
long-lived asset’s carrying value may not be recovered.  These events
include market declines, decisions to sell an asset and adverse changes in the
legal or business environment.  If events or circumstances indicate
that a long-lived asset’s carrying value may not be recoverable, the Company
estimates the future undiscounted cash flows from the asset for which the lowest
level of separate cash flows may be determined, to determined if the asset is
impaired.  If the total undiscounted future cash flows are less than
the carrying amount for the asset, the Company estimates the fair value of the
asset through reference to sales data for similar assets, or by using a
discounted cash flow approach.  The asset’s carrying value is then
adjusted downward to the estimated fair value.  These cash flow
estimates and assumptions could change significantly either positively or
negatively.  During the quarter ended May 31, 2009, the Company
recorded an impairment of $1,010,970 in the value of its interest in joint
venture projects to reflect the present value of the expected cash to be
recovered in the then anticipated sale of the joint venture
interests.
  Inflation
  The
Company's results of operations have not been significantly affected by
inflation and management does not expect inflation to have a significant effect
on its operations in the future.
 
 Basic
Loss Per Share
  The
Company is required to provide basic and diluted earnings (loss) per common
share information.
  The basic
net loss per common share is computed by dividing the net loss applicable to
common stockholders by the weighted average number of common shares
outstanding.
 -10-
 GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
 
 NOTES
TO THE FINANCIAL STATEMENTS
 February
28, 2010
 (Unaudited)
  Diluted
net loss per common share is computed by dividing the net loss applicable to
common stockholders, adjusted on an "as if converted" basis, by the weighted
average number of common shares outstanding plus potential dilutive securities.
For the period ended February 28, 2010, there were no potentially dilutive
securities issued so diluted net loss per common share equals basic net loss per
share. Common stock subscribed was not included in diluted earnings per share
because the results were antidilutive.
  Concentration
  All of
the shareholder loan and accrued interest is payable to one
shareholder.  This shareholder loan was secured by the Company’s
interest in joint venture projects until March 11, 2010 at which time accrued
interest was forgiven, the loan became unsecured and was partially converted
into unregistered, restricted common shares as described under Note 8 –
Subsequent Events.  The interest forgiven by the shareholder will be
recorded as additional paid-in capital.
  3.     INTEREST
IN JOINT VENTURE PROJECTS
  On March
22, 2006, the Company entered into a letter of intent with Cia. Mexicana de Gas
Natural, S.A. de C.V. (“CMGN”), a private Mexican corporation, whereby the
Company would acquire a 50% interest in a joint venture to be formed (the “Gulf
United/CMGN Joint Venture”). The Company contributes cash to the Gulf
United/CMGN Joint Venture and CMGN contributed its 24% equity interest in a
proposed project to design, construct, operate and maintain an open access
natural gas pipeline between Valladolid, Cancun and Punta Venado, as well as its
initial 24% equity interest in a project to build a proposed LNG storage and
regasification facility. The Company borrowed $200,000 from a stockholder to
make the initial advance required under the letter of intent. No additional
payments were made. The letter of intent was terminated on May 22, 2006 and the
investment in the joint venture was transferred to a stockholder of the Company
in full settlement of the debt.
  Subsequent
to August 31, 2006, the Company entered into an amended letter of intent with
CMGN whereby the general terms of the initial letter of intent were reinstated.
The amended letter of intent acknowledged $1,013,985 had been advanced to CMGN
on behalf of the Company, by a Company stockholder, (including the initial
advance of $200,000) pursuant to the original letter of intent. In order to earn
its 50% in the Gulf United/CMGN Joint Venture, the Company paid an additional
$250,000 to CMGN and issued 935,000 shares of the Company’s restricted stock to
CMGN valued at $687,225 following the execution of the joint venture
agreements.
  The
Company entered into a loan agreement with a stockholder regarding funds
advanced on its behalf. The loan was secured by the Company’s equity interest in
the joint venture entities, bore interest at a rate of 10% per annum, compounded
monthly, and was due in full on January 31, 2010.  On March 12, 2010,
the Company entered into a debt conversion agreement with respect to $1,639,685
of outstanding debt owed to the stockholder, as disclosed in Note 8 – Subsequent
Events.
  The value
of the joint venture investment was impaired in the amount of $1,010,970 and
adjusted as of May 31, 2009 to reflect the present value of the agreed sale
amount of $1,000,000 as discussed in Note 1 – Sale of Joint Venture Interests -
Terminated. The valuation was completed using level 3 inputs, using a 10%
discount rate on funds to be received after the anticipated sale closing
date.
 -11-
 
 GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
 
 NOTES
TO THE FINANCIAL STATEMENTS
 FEBRUARY
28, 2010
 (Unaudited)
  Condensed
audited balance sheets for the joint venture entities as of August 31, 2009 are
included below:
 
 Fermaca
      Gas de Cancun, S.A. de C.V.
                
                
                Fermaca
      LNG de Cancun, S.A. de C.V.Cash
                
                $
                798
                
                
                $
                1,533Receivables
                
                
                -
                
                
                
                8Capitilized
      value added tax
                
                
                64,992
                
                
                
                128,052Projects
      in process
                
                
                5,168,311
                
                
                
                2,958,834Other
      assets
                
                
                8,497
                
                
                
                3,395Total
      Assets
                
                $
                5,242,598
                
                
                $
                3,091,822Accounts
      payable
                
                $
                6,218
                
                
                $
                1,595Income
      tax withholding
                
                
                433
                
                
                
                396Minority
      interest
                
                
                2,625,601
                
                
                
                1,559,881Total
      liabilities
                
                
                2,632,252
                
                
                
                1,561,872Total
      stockholders' equity
                
                
                2,610,346
                
                
                
                1,529,950Total
      Liabilities and Stockholders' Equity
                
                $
                5,242,598
                
                
                $
                3,091,822
  The joint
venture balance sheets reflected above are consolidated with their subsidiaries,
Energia YAAX, S.A de C.V (the company that will construct and own the proposed
natural gas pipeline) and SIIT Energy, S.A. de C.V. (the company that will
construct and own the proposed LNG plant), which are the operating companies in
which the joint venture companies hold a 50% interest.  Because all
costs incurred by the joint ventures and the underlying entities relate to the
proposed development of the pipeline and LNG terminal, the joint venture
companies have capitalized all costs and there are no revenues or expenses
during the construction phase.  The minority interest shown in these
balance sheets is the investment of the other 50% owner in the operating
companies that will own the natural gas pipeline and the LNG storage and
regasification plant.  The Company owns a 24% interest in the joint
venture companies and a 12% net interest in the proposed projects shown in the
above condensed balance sheets.
  As of
February 28, 2010, the joint venture partner owned 1,135,000 shares of the
Company’s common stock.
  4.    COMMON
STOCK
  The total
number of shares of stock which the Company shall have the authority to issue is
200,000,000 shares of Common Stock with a par value of $.001 per
share.
  As of
February 28, 2010, the Company had 26,400,000 shares of its common stock issued
and outstanding.
 -12-
 GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
 
 NOTES
TO THE FINANCIAL STATEMENTS
 FEBRUARY
28, 2010
 (Unaudited)
  The
following is a summary of the transactions in the Company’s common stock since
August 31, 2009:
  Shares
      outstanding as of August 31, 2009
                
                
                26,350,000Shares
      issued for the release of corporate name
                
                
                50,000Shares
      outstanding as of February 28, 2010
                
                
                26,400,000Shares
      issued for common stock subscriptions received as of February 28,
      2010
                
                
                35,250,000Shares
      issued for purchase of subsidiary (see Note 8)
                
                
                300,000Shares
      issued for assignment of rights to participate in Peruvian projects (see
      Note 8)
                
                
                40,000,000Shares
      issued for conversion of debt to equity (see Note 8)
                
                
                20,000,000Shares
      issued for common stock subscriptions received after February 28,
      2010
                
                
                24,500,000Shares
      issued for services received or to be received (see Note
8)
                
                
                20,750,000Total
      shares issued through April 12, 2010
                
                
                167,200,000Shares
      to be issued at a later date for the assignment of rights to participate
      in Peruvian projects (see Note 8)
                
                
                20,000,000Shares
      to be issued at a later date for the conversion of debt to equity (see
      Note 8)
                
                
                20,000,000Total
      shares issued and to be issued as of April 12, 2010
                
                
                207,200,000
 
 The
shares to be issued at a later date will not be issued until after the number of
authorized shares is increased.
  The
unregistered, restricted shares issued are restricted from trading for a period
of six months from issuance.
  5.    
INCOME TAXES
  Potential
benefits of income net operating tax losses are not recognized in the accounts
until realization is more likely than not.  The Company has incurred
net operating losses totaling $1,324,341 which commence expiring in 2023 if not
previously utilized. Pursuant to generally accepted accounting principles, the
Company is required to compute tax asset benefits for net operating losses
carried forward. The potential benefit of net operating losses and the
impairment charge has been offset by a valuation allowance in these financial
statements because the Company cannot be assured it is more likely than not it
will utilize the net operating losses carried forward and the impairment charge
to be realized in future years. The valuation of the tax loss carryforward and
the valuation allowance thereon were as follows:
 -13-
 GULF UNITED ENERGY,
INC.
 (A
Development Stage Company)
 
 NOTES
TO THE FINANCIAL STATEMENTS
 FEBRUARY
28, 2010
 (Unaudited)
  February 28, 2010
              
              
              August 31, 2009Tax
      benefit carry forward
              
              $
              450,276
              
              
              $
              354,509Impairment
      loss
              
              
              343,730
              
              
              
              343,730Valuation
      allowance
              
              
              (794,006
              )
              
              
              (698,239
              )$
              -
              
              
              $-
  6.
              LOANS
      PAYABLE TO RELATED PARTIES
  Notes
payable consist of the following as of February 28, 2010:
 
 Unsecured
      loans to related parties
              
              $
              26,574Secured
      loan and interest payable to stockholder
              
              $
              2,264,228
  Two
stockholders and former directors of the Company provided loans totaling
$26,574.  The loans are non-interest bearing, unsecured and payable
upon demand.
  The
Company has received loans from one stockholder totaling $2,264,228. This amount
includes accumulated and unpaid interest of $624,543 as of February 28,
2010.  These funds have been used primarily to purchase an interest in
the Mexican joint ventures.  The total loan amount is comprised of:
$1,263,985 of advances to the joint ventures, $375,700 used for operating costs
and $624,543 of interest.  Until March 11, 2010, the loan was secured
by the Company’s equity interest in the joint ventures.  Interest was
forgiven and the note was partially converted to unregistered, restricted common
shares as described in Note 8 – Subsequent Events.  The interest
forgiven by the shareholder will be recorded as additional paid-in
capital.
 
 7.
              COMMITMENTS
      AND CONTRACTUAL OBLIGATIONS
 
 JOINT
VENTURE COMMITMENTS
  As
reflected herein, the Company has entered into a joint venture agreement to
provide funding currently estimated to be approximately $16,800,000 with respect
to the Company's 12% interest in the proposed pipeline
project.  Additional amounts will be required to fund the Company’s
12% interest in the proposed LNG storage and re-gasification project. At this
time, the Company does not know, and cannot reasonably estimate, its portion of
the costs associated with the proposed LNG storage and re-gasification project.
Because the Company is solely an investor in the joint ventures and not the
operator, management of the Company is currently unable to determine precisely
when the funding amounts will become due or the amounts that will be
required.  The Company currently does not have adequate resources
available to meet its funding requirements.  Should the Company be
unable to fund the required amounts on a timely basis, the joint venture
interests may be forfeited to the Company’s joint venture partner.
  -14-
 GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
 
 NOTES
TO THE FINANCIAL STATEMENTS
 FEBRUARY
28, 2010
 (Unaudited)
  Due to
the current state of the world economy, the difficulties of the financial
markets and relatively low oil and gas prices, among other things, there are no
assurances that either of these projects will be constructed.  Because
construction of these proposed projects has not commenced, and because the
Company lacks the resources to fund its share of construction costs coupled with
the current state of the world economy, it is possible that these projects will
not be built according to schedule or may not be built at all.  In the
event that the projects are postponed for a lengthy period of time, or are
cancelled altogether, the value of the Company’s advances and interest in the
joint venture projects will decline precipitously and may not retain any
value.
 
 Entry
into tentative letter agreement
 
 On
October 30, 2009, the Company entered into a tentative letter of intent with SK
Energy Co., Ltd to acquire a 25% interest in Block CPO-4 in the Llanos Basin of
Colombia.  This agreement is subject to completion of a definitive
agreement which is currently being negotiated.  If a definitive
agreement is completed, the Company will be required to fund 25% of expenses
already incurred and 25% of future expenses for drilling new oil and gas
wells.  The Company may attempt to issue additional shares to fund
some or all of this investment.
  8.  SUBSEQUENT
EVENTS
  Sales
of common stock
  Since
February 28, 2010 and through April 12, 2010, the Company has (i) sold an
additional 24,500,000 shares of unregistered, restricted common stock for gross
proceeds of $245,000 and (ii) issued an aggregate of 59,750,000 shares of
unregistered, restricted common stock to subscribers and has issued 20,750,000
unregistered, restricted shares for services rendered or to be rendered valued
at $.01 per share.
  Entry
into participation agreement
  On March
8, 2010, Rodeo Resources, LP was assigned 300,000 shares of the Company’s
unregistered, restricted common stock in return for all of the outstanding
shares in its subsidiary shell company, CMP Energy, Ltd., a British Virgin
Islands corporation, which was renamed Gulf United Energy del Peru
Ltd.
  On March
12, 2010, the Company entered into a participation agreement (the “Participation
Agreement”) with Upland Oil and Gas, LLC Sucursal del Peru
(“Upland”).  Pursuant to the terms of the Participation Agreement, the
Company, through its wholly owned subsidiary Gulf United Energy del Peru Ltd.,
acquired from Upland up to a 35% working interest in Block XXIV Peru, an
approximately 280,000 acre onshore and offshore property, and up to a 35%
working interest in the Peru TEA, consisting of four contiguous blocks totaling
approximately 40,000,000 acres.  Upland will serve as the operator on
both Block XXIV and the Peru TEA.
  Pursuant
to the terms of the Participation Agreement, the Company will pay Upland up to
$4,100,000 for costs and expenses incurred prior to March 12, 2010 on Block
XXIV, of which $200,000 was paid upon the execution of the Participation
Agreement.  The Company will also pay Upland up to the first
$6,000,000 for drilling costs and expenses incurred on Block XXIV subsequent to
March 12, 2010, after which costs and expenses will be shared pro-
 -15-
 GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
 
 NOTES
TO THE FINANCIAL STATEMENTS
 FEBRUARY
28, 2010
 (Unaudited)
  rata
amongst the parties.  With respect to the Peru TEA, the Company will
pay up to the first $1,500,000 of the ongoing costs and expenses incurred on the
Peru TEA, after which costs and expenses will be shared pro-rata amongst the
parties.  The Company will be entitled to receive 70% of the revenue
from Block XXIV attributable to the Company’s and Upland’s respective
participation interests (in excess of costs and expenses incurred under the
Block XXIV joint operating agreement attributable to the Company’s and Upland’s
Block XXIV participation interests) until the Company has recovered its costs
relating to Block XXIV and the Peru TEA.  After the recovery of such
costs, revenues will be shared between the parties pro-rata pursuant to the
parties’ respective interests.
  The
Company acquired the right to enter into the Participation Agreement from James
M. Askew, John B. Connally III, Ernest B. Miller IV, and Rodeo Resources, LP, an
entity owned by Jim Ford (collectively the “Assignors”, all of which are
significant shareholders of the Company) pursuant to an assignment agreement
dated as of March 12, 2010 (the “Assignment”).  In connection with the
execution of the Assignment, the Company agreed to pay a $600,000 fee by issuing
to each of the Assignors 10,000,000 shares of the Company’s common stock on
March 12, 2010 and 5,000,000 shares to be issued at a later date. The Assignors
also reserved a 2% overriding royalty interest in all oil, gas and other
minerals produced and saved for the benefit of the Company on Block XXIV, the
Peru TEA, and certain other interests that may subsequently be assigned to the
Company pursuant to the Assignment.
  Conversion
of shareholder loan
  On March
12, 2010, the Company entered into a debt conversion agreement (the “Debt
Conversion Agreement”) with respect to $2,271,052 of outstanding debt owed to
James M. Askew (the “Debt”).  Pursuant to the terms of the Debt
Conversion Agreement, Mr. Askew converted $400,000 of the Debt into 40,000,000
shares of the Company’s common stock, of which 20,000,000 shares were issued on
March 12, 2010 and 20,000,000 will be issued on a later date.  Prior
to the conversion of the Debt, Mr. Askew agreed to forgive $631,367 of interest
accrued on the Debt, an amount equal to all of the interest accrued on the Debt
through March 11, 2010 including $6,824 of interest accrued after February 28,
2010.  Of the remaining amount payable to Mr. Askew in connection with
the Debt, the Company issued to Mr. Askew a new one-year promissory note in the
aggregate principal amount of $1,089,685 (the “New Note”) after a principal
reduction of $150,000 was paid in cash.  The New Note is unsecured,
bears interest at 10% per annum, and matures upon the earlier of
(i)  March 31, 2011 or (ii) the closing of any equity or equity
equivalent financing, or the last of any such equity or equity equivalent
financings, in which the Company receives gross proceeds of at least
$5,000,000.  Interest payments are due quarterly beginning June 30,
2010.  Concurrently with the execution of the Debt Conversion
Agreement, Mr. Askew sold 20,000,000 shares of Company common stock to John B.
Connally III.
  May
2010 Special Shareholders Meeting
  Management
has filed a proxy covering the following four proposals to be voted upon at a
May, 2010 special shareholder meeting:
 
 Proposal
1.  Approval of the proposal to amend the Company’s articles of
incorporation to increase the authorized shares of Company common stock from
200,000,000 to 700,000,000.
 -16-
 GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
  Proposal
2.  Approval of the proposal to amend the Company’s articles of
incorporation to authorize 50,000,000 shares of blank check preferred
stock.
 
 Proposal
3.  Approval of the proposal to amend the Company’s articles of
incorporation to provide that the provisions of Nevada Revised Statutes §§
78.378 to 78.3793 inclusive, are not applicable to the Company.
 
 Proposal
4.  Approval of the proposal to adopt the Company’s amended and
restated articles of incorporation.
  Subsequent
events through April 14, 2010 have been considered in these financial
statements.
 
 ITEM
2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
  Plan
of Operation
  This
Management Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with the annual report on Form 10-K and
with other sections of this report, including the financial
statements.
 
 Plan
of Operation
 
 As of
February 28, 2010, we have contributed $1,951,210 (value prior to impairment of
$1,010,970) to the joint ventures made up of $1,263,985 in cash and 935,000
shares of our restricted common stock then valued at $687,225 to finance the
projects.  In consideration for acquiring a 24% interest in Fermaca
Gas and Fermaca LNG, we agreed to pay 12% of the costs incurred by Yaax and SIIT
Energy (Yaax and SIIT Energy are the operating companies that will build and
operate the proposed pipeline and LNG projects, respectively).
 
 Subsequent
to February 28, 2010, the company has entered into a Participation Agreement
with Upland and acquired from Upland up to a 35% working interest in Block XXIV
Peru, an approximately 280,000 acre onshore and offshore property, and up to a
35% working interest in the Peru TEA, consisting of four contiguous blocks
totaling approximately 40,000,000 acres.  Upland will serve as
operator on both Block XXIV and the Peru TEA.
 
 Results
of Operations for Quarter and Six Months Ended February 28, 2010
 
 We have
not earned any revenues during the period from inception through February 28,
2010.  The Company had an operating loss for the six months ended
February 28, 2010 of $281,667 and an accumulated net loss since inception of
$2,335,311.  From inception through February 28, 2010, the Company has
used $526,516 of net cash in operating activities, used $253,300 of net cash in
investing activities and $895,824 of net cash was provided by financing
activities.
 
 Liquidity
and Capital Resources
 
 At
February 28, 2010, the Company has current assets of $116,008, current
liabilities of $2,460,834 and a working capital deficit of
$2,344,826.  In March, 2010, the Company entered into a Debt
Conversion Agreement with the $2,264,228 shareholder loan owed to Mr. Askew
whereby Mr. Askew forgave $631,444 of accrued interest, received $150,000 in
cash, 20,000,000 shares of unregistered, restricted common stock, with
20,000,000 additional shares of unregistered, restricted common stock to be
issued later and entered into a new unsecured note in the principal
amount
 -17-
 GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
  of
$1,089,685 maturing on March 31, 2011.  The Company has no external
credit facilities.  During the current fiscal year through April 10,
2010, we have received cash of $587,500 from the sale of 59,750,000
unregistered, restricted common shares in a private placement and we have issued
20,750,000 unregistered, restricted common shares for services rendered or to be
rendered.  The Company may continue to issue its common stock for
services rendered to conserve cash resources.  The Company will be
required to raise funds in order to satisfy its obligations pursuant to the
Participation Interest.  In addition to the $200,000 already paid, the
Company is required to pay Upland up to $4,100,000 in “Past Costs”, of which
$900,000 is due in approximately 90 days, plus up to the first $6 million for
drilling costs and expenses incurred on Block XXIV and up to the first $1.5
million of the ongoing costs and expenses incurred on the Peru TEA.
 
 Because
the Company has terminated the agreement to sell the Company’s interest in the
Mexican joint ventures, the ability to generate cash from this investment is
currently uncertain; however, in the interim, management believes that there
will be no requirement to fund joint venture operations and further, that the
investment has value at least as great as that reflected in the financial
statements.  However, the joint venture agreement requires the Company
to provide funding currently estimated to be $16,800,000 with respect to the
Company’s 12% interest in the proposed pipeline project.  Additional
amounts will be required to fund the Company’s 12% interest in the proposed LNG
storage and regasification project.  At this time, the Company does
not know, and cannot reasonably estimate, its portion of the costs associated
with the proposed LNG storage and regasification project.
 
 The
Company does not have the current resources to meet all of the funding
commitments made by the Company and the Company may need to sell additional
common shares, which would further dilute the shareholders of the
Company.
 
 The
Company will need to raise or borrow at least an additional $200,000 to fund
current commitments and operating expenses for the current fiscal
year.  In addition, the Company is required to make a principal
payment of $150,000 and quarterly interest payments of approximately $27,242 on
the shareholder note payable until it is due on March 11, 2011.  The
Company has no other sources of financing and will continue to rely on best
efforts equity and/or debt financings.  We have not attained
profitable operations and are, therefore, dependent upon obtaining additional
debt or equity financing. If we are unable to obtain sufficient financing, there
is substantial doubt that we will be able to continue as a going
concern.  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.
 
 ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
 
 Market
risk represents the risk of loss that may impact our financial position due to
adverse changes in financial market prices and rates. Our market risk exposure
results from fluctuations in foreign exchange rates.  The Company is
exposed to foreign exchange risk based on the Company’s investment in two joint
venture entities based in Mexico as well as its investment in
Peru.  The Company funds the joint venture and reports the joint
venture investment in US dollars, but the financial statements of the entities
are prepared in Mexican pesos and are converted to US
dollars.  Fluctuations in the value of the United States dollar
relative to the value of the Mexican peso could affect the value of our
investment.  We don’t expect that this risk will have a material
impact on future financial statements.  The Company is not exposed to
market risks related to fluctuations in interest rates.  The interest
rate on the Company’s debt is fixed.  We do not currently own
marketable securities, use interest rate swaps, futures contracts or options on
futures or other types of derivative financial instruments. We do not hold or
issue financial instruments for trading purposes.
 -18-
 GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
 
  ITEM
4.  CONTROLS AND PROCEDURES
  Evaluation
of Disclosure Controls
  Our
Principal Executive Officer and Principal Financial Officer, after evaluating
the effectiveness of our disclosure controls and procedures (as defined in Rule
13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period
covered by this report, have concluded that, based on the evaluation of these
controls and procedures, that our disclosure controls and procedures were
effective.   We maintain disclosure controls and procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit to the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized, and reported within the time periods specified by the Securities and
Exchange Commission's rules and forms, and that information is accumulated and
communicated to our management, including our principal executive and principal
financial officers (whom we refer to in this periodic report as our Certifying
Officers), as appropriate to allow timely decisions regarding required
disclosure. Our management evaluated, with the participation of our Certifying
Officers, the effectiveness of our disclosure controls and procedures as of
February 28, 2010, pursuant to Rule 13a-15(b) under the Securities Exchange
Act.
 
 Based
upon that evaluation, our Certifying Officers concluded that, as of February 28,
2010, our disclosure controls and procedures were effective.  There
were no changes in our internal control over financial reporting that occurred
during our most recently completed fiscal quarter that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.
  Limitations
on the Effectiveness of Controls
  Our
management does not expect that our disclosure controls or our internal controls
over financial reporting will prevent all errors and fraud. A control system, no
matter how well conceived and operated, can provide only reasonable, but not
absolute, assurance that the objectives of a control system are met. Further,
any control system reflects limitations on resources, and the benefits of a
control system must be considered relative to its costs. These limitations also
include the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people or by management override of a control. A design of a control
system is also based upon certain assumptions about potential future conditions;
over time, controls may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and may not be
detected.
  Conclusions
  Based
upon their evaluation of our controls, our chief executive officer and chief
financial officer have concluded that, subject to the limitations noted above,
the disclosure controls are effective providing reasonable assurance that
material information relating to us is made known to management on a timely
basis during the period when our reports are being prepared. There were no
changes in our internal controls that occurred during the quarter covered by
this report that have materially affected, or are reasonably likely to
materially affect our internal controls.
 -19-
 
 GULF UNITED ENERGY, INC.
 (A
Development Stage Company)
 
  PART
II- OTHER INFORMATION
  Item
1. Legal Proceedings
  None.
  Item
1A.  Risk Factors
  As a
result of the recent entry into a participation agreement, the company is now
subject to risk factors in addition to those previously disclosed under Item 1
of the Company’s Form 10-K filed with the SEC on December 15, 2009:
  GEOPOLITICAL
INSTABILITY WHERE WE OPERATE SUBJECTS US TO POLITICAL, ECONOMIC AND OTHER
UNCERTAINTIES.
 
 The
Company will participate in an operation doing business in Peru which is in a
region of the world where there has been civil wars, instability and internecine
conflicts. External or internal political forces could create a political
climate that could lead to a change in political leadership, the outbreak
of hostilities, or civil unrest. Such uncertainties could result in our having
to cease Peru operations and could result in the loss or delay of our rights
under the participation agreement.
 
 Further,
we face political and economic risks and other uncertainties with respect to
this operation, which may include, among other things:
 
 ·
              loss
      of revenue, property and equipment as a result of hazards such as
      expropriation, war, acts of terrorism, insurrection and other political
      risks;
 ·
              increases
      in taxes and governmental royalties;
 ·
              unilateral
      renegotiation of contracts by governmental entities;
 ·
              difficulties
      enforcing our rights against a governmental agency because of the doctrine
      of sovereign immunity and foreign sovereignty over international
      operations;
 ·
              changes
      in laws and policies governing operations of foreign-based companies;
      and
 ·
              currency
      restrictions and exchange rate
fluctuations.
 
 Our
operations in Peru may also be adversely affected by laws and policies of the
United States affecting foreign trade and taxation.  Realization of
any of these factors could materially and adversely affect our business plan,
financial position, results of operations and future cash flows.
 
 WE DO NOT
HAVE RESERVE REPORTS RELATED TO OUR PARTICIPATION INTEREST IN PERU AND OUR
EXPECTATIONS AS TO OIL AND GAS RESERVES ARE UNCERTAIN AND MAY VARY SUBSTANTIALLY
FROM ACTUAL PRODUCTION.
 
 We do not
have any reserve reports, geology or petroleum engineering reports for our
Participation Interest.  A reserve report is the estimated quantities
of oil and gas based on reports prepared by third parties reserve
engineers.  Reserve reporting is a subjective process of estimating
underground accumulations of oil and natural gas that cannot be measured in an
exact manner.  Because we do not have any reserve reports for our
Participation Interest, our expectations as to oil and gas reserves are
uncertain and may vary substantially from actual production.
 -20-
 GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
 
 
 Item
1A.  Risk Factors, Cont.
  WE HAVE
NO ABILITY TO CONTROL THE PRICES THAT WE MAY RECEIVE FOR OIL AND
GAS.  OIL AND GAS PRICES ARE VOLATILE AND A SUBSTANTIAL OR EXTENDED
DECLINE IN PRICES COULD ADVERSLY AFFECT OUR FINANCIAL CONDITION, LIQUIDITY,
ABILITY TO OBTAIN FINANCING AND FUTURE OPERATING RESULTS.
 
 We have
no source of revenue at this time. Our financial viability is based solely on
our ability to sell equity or debt securities to investors or enter into a joint
venture or similar strategic relationship with an industry partner, sell a
portion of our Participation Interest or borrow funds.  We expect that
entering into these partnering relationships would entail transferring a portion
of our Participation Interest to such partner.  Such investors would
consider the price of oil in making an investment decision.  Declines in
oil and gas prices may adversely affect our financial condition, liquidity,
ability to obtain financing and operating results. Low oil and gas prices also
may reduce the amount of oil and gas that we could produce economically. Low oil
and gas prices in the future could have a negative effect on our future
financial results. Historically, oil and gas prices and markets have been
volatile, with prices fluctuating widely, and they are likely to continue to be
volatile. Prices for oil and gas are subject to wide fluctuations in response to
relatively minor changes in supply and demand, market uncertainty and a variety
of additional factors that are beyond our control. These factors
include:
  ·
              the
      level of domestic and foreign supplies of
oil;
  ·
              the
      level of consumer product demand;
  ·
              weather
      conditions;
  ·
              political
      conditions in oil producing regions throughout the
  world;
  ·
              the
      ability of the members of the Organization of Petroleum Exporting
      Countries to agree to and maintain oil price and production
      controls;
  ·
              the
      price of foreign oil imports;
  ·
              actions
      of governments;
  ·
              domestic
      and foreign governmental
regulations;
  ·
              the
      price, availability and acceptance of alternative
  fuels;
  ·
              overall
      economic conditions; and
  ·
              value
      of the U.S. dollar.
  These
factors and the volatile nature of the energy markets make it impossible to
predict oil and gas prices. Our inability to respond appropriately to changes in
these factors could have a material adverse effect on our business plan,
financial position, results of operations and future cash flows.
 
 INVESTMENT
IN THE OIL AND GAS BUSINESS IS RISKY AND THERE IS NO ASSURANCE WE WILL BE
SUCCESSFUL IN DISCOVERING OIL AND GAS.
  Oil and
gas exploration and development are inherently speculative activities. There is
no certain method to determine whether or not a given lease or concession will
produce oil or gas or yield oil or gas in sufficient quantities and quality to
result in commercial production. The development of a lease or concession may
result in dry holes or in the discovery of oil or gas that is not commercially
feasible to produce. There is no guarantee that we may find oil or gas in
commercial quantities.  There is no guarantee that a producing asset
will continue to produce. Because of the high degree of risk involved, there can
be no assurance that we will recover any portion of our investment or that our
investment in leases will be profitable.
 -21-
 GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
 
 
 Item
1A.  Risk Factors, Cont.
  Drilling
activities are subject to numerous risks, including the significant risk that we
do not reach our target reservoir or that no commercially productive reserve is
encountered.  The cost of drilling, completing and operating wells and
of installing production facilities and pipelines is often
uncertain.  Drilling costs could be significantly higher if we
encounter difficulty in drilling offshore.
 
 The
quantities of oil and gas that we may produce and deliver may be affected by
factors beyond our control, such as the inability of the wells to deliver at
the necessary quality and pressure, premature exhaustion of reserves,
changes in governmental regulations affecting allowable production and priority
allocations, weather, natural events, and price limitations imposed by
governmental agencies.  If any of the foregoing risks occurred, our
future revenue potential could be substantially reduced.
 
 THERE ARE
DRILLING AND OPERATIONAL HAZARDS ASSOCIATED WITH THE OIL AND GAS INDUSTRY WHICH
COULD RESULT IN SUBSTANTIAL LOSSES.
 
 The oil
and gas industry involves a variety of operating risks, including:
  ·
              blowouts,
      cratering and explosions;
 
 ·
              mechanical
      and equipment problems;
 
 ·
              uncontrolled
      flows of oil and gas or well
fluids;
 
 ·
              fires;
 
 ·
              marine
      hazards with respect to offshore
operations;
 
 ·
              formations
      with abnormal pressures;
 
 ·
              pollution
      and other environmental risks;
 
 ·
              and
      natural disasters.
 
 Offshore
operations are subject to a variety of operating risks peculiar to the marine
environment, such as capsizing and collisions.  Also, offshore
operations are subject to damage or loss from adverse weather
conditions.
 
 Any of
these events could result in loss of human life, significant damage to property,
environmental pollution, impairment of our operations and substantial losses.
Locating pipelines near populated areas, including residential areas, commercial
business centers and industrial sites, could increase these risks. The
occurrence of any of these events could have a material adverse effect on our
business plan, financial position, results of operations and future cash
flows.
 
 WE ARE
SUBJECT TO GOVERNMENTAL REGULATIONS OF WHICH THE COST OF COMPLIANCE MAY HAVE AN
ADVERSE EFFECT ON OUR FINANCIAL CONDITION, RESULTS OF OPERATIONS AND FUTURE CASH
FLOW.
 
 Oil and
gas operations in Peru and the U.S. are subject to extensive government
regulation and to interruption or termination by governmental authorities on
account of ecological and other considerations.  It is impossible to
predict future government proposals that might be enacted into law and the
effect they might have on us.  Restrictions on oil and gas activities,
such as production restrictions, price controls, tax increases and pollution and
environmental controls may have material adverse effect on our financial
condition, results of operations and future cash flows.
 -22-
 GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
 
 
  Item
1A.  Risk Factors, Cont.
  THE OIL
AND GAS INDUSTRY IS SUBJECT TO HAZARDS RELATED TO POLLUTION AND ENVIRONMENTAL
ISSUES WHICH MAY CREATE SUBSTANTIAL LIABILITIES TO THIRD PARTIES.
 
 Hazards
in the drilling and/or the operation of gas and oil properties, such as
accidental leakage or spillage, are sometimes encountered. Such hazards may
cause substantial liabilities to third parties or governmental entities, the
payment of which could adversely affect our liquidity or result in the loss of
our leases. We may be subject to liability for pollution and other damages due
to environmental events.  Environmental regulatory matters also could
increase substantially the cost of doing business, may cause delays in producing
oil and gas or require the modification of operations in certain
areas.
 
 Our
operations are subject to numerous stringent and complex laws and regulations
governing the discharge of materials into the environment or otherwise relating
to environmental protection. Failure to comply with these laws and regulations
may result in the assessment of administrative, civil and criminal penalties,
the imposition of remedial requirements, and the imposition of injunctions to
force future compliance.
 
 Government
regulations may require permits for drilling operations, drilling bonds and
reports concerning operations. In addition, there may be are statutes, rules and
regulations governing conservation matters, including the unitization or pooling
of oil and gas properties, establishment of maximum rates of production from oil
and gas wells and the spacing, plugging and abandonment of such wells. Such
statutes and regulations may limit the rate at which oil and gas could otherwise
be produced from our properties and may restrict the number of wells that may be
drilled on a particular lease or in a particular field.
 
 THE
SUCCESS OF OUR BUSINESS DEPENDS ON OUR ABILITY TO FIND, DEVELOP AND ACQUIRE OIL
AND GAS RESERVES.
 
 We expect
to find certain reserves of gas and oil that can be profitably exploited. There
is, however, no guarantee that we will find reserves that will economically
produce. Future drilling activities could subject us to many risks, including
the risk that we will not find commercially productive reservoirs. Drilling for
oil and natural gas can be unprofitable, not only from dry wells, but from
productive wells that do not produce sufficient revenues to return a profit.
Also, title problems, weather conditions, governmental requirements and
shortages or delays in the delivery of equipment and services can delay our
drilling operations or result in their cancellation. The cost of drilling,
completing and operating wells is often uncertain, and new wells may not be
productive. As a result, we may not recover all or any portion of our
investment. Moreover, if natural gas and oil prices decline, the amount of
natural gas and oil we can economically produce may be reduced, which may result
in a material decline in our revenues, if any.
 
 THE
UNAVAILABILITY OR HIGH COST OF DRILLING RIGS, EQUIPMENT, SUPPLIES, PERSONNEL AND
OILFIELD SERVICES COULD ADVERSELY IMPACT US.
 
 Drilling
activity offshore Peru will require that we have access to an offshore drilling
rig. Unavailability, shortages or increases in the cost of drilling rigs,
equipment, supplies or personnel could delay or adversely affect our Peru
operations. There can be no assurance that we will be able to obtain the
necessary equipment or that services will be available at economical
prices.
 -23-
 GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
 
 
 Item
1A.  Risk Factors, Cont.
  EXPANSION
OF OUR EXPLORATION PROGRAM WILL REQUIRE CAPITAL FROM OUTSIDE
SOURCES.
 
 We do not
currently have the financial resources to fund our commitments pursuant to the
Participation Interest.  Absent raising additional capital, we will
not be able to fulfill our financial obligations pursuant to our Participation
Interest.  There is no assurance that capital will be available in the
future to us or that capital will be available under terms acceptable to us. We
will need to raise additional money, either through the sale of equity
securities (which would dilute the existing stockholders' interest), through the
entering of joint venture agreements (which, while limiting our risk, could
reduce our ownership interest in the working interests), or from borrowings from
third parties (which could result in our assets being pledged as collateral and
which would increase our debt service requirements).
 
 Additional
capital could be obtained from a combination of funding sources, many of which
could have a material adverse effect on our business, results of operations and
financial condition. These potential funding sources and the potential adverse
effects attributable thereto, include:
 
 ·
              additional
      offerings of equity securities, which would cause dilution of our common
      stock;
 
 ·
              sales
      of interests in the  and exploration program, which would reduce
      future revenues from that program;
 
 ·
              borrowings
      from financial institutions, which may subject us to certain restrictive
      covenants, including covenants restricting our ability to raise additional
      capital or pay dividends; and
 
 ·
              debt
      offerings, which would increase our leverage and add to our need for cash
      to service such debt (which could result in additional assets being
      pledged as collateral and which would increase our debt service
      requirements).
 
 It is
difficult to quantify the amount of financing we may need to fund our business
plan.  The amount of funding we may need in the future depends on
various factors such as:
 
 ·
              our
      financial position;
 
 ·
              the
      prevailing market price of natural gas and
oil;
 
 ·
              number
      of projects; and
 
 ·
              the
      lead time required to bring any discoveries to
  production
 
 Our
ability to raise additional capital will depend on the results of operations and
the status of various capital and industry markets at the time such additional
capital is sought. Capital may not become available to us from any particular
source or at all. Even if additional capital becomes available, it may not be on
terms acceptable to us. Failure to obtain additional financing on acceptable
terms may have a material adverse effect on our business plan, financial
position, results of operations and future cash flows.
 
 DRILLING
WELLS COULD RESULT IN NEW LIABILITIES, WHICH COULD ENDANGER OUR INTERESTS IN OUR
PROPERTIES AND ASSETS
 
 There are
risks associated with the drilling of oil and natural gas wells which could
significantly reduce our revenues or cause substantial losses, impairing our
future operating results. We may become subject to liability for pollution,
blow-outs or other hazards. We intend to obtain insurance with respect to these
hazards, but such insurance has limitations on liability that may not be
sufficient to cover the full extent of such liabilities. The payment of such
liabilities could reduce the funds available to us or could, in an extreme case,
result in a total loss of our properties and assets. Moreover, we
 -24-
 GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
 
 
 Item
1A.  Risk Factors, Cont.
  may not
be able to maintain adequate insurance in the future at rates that are
considered reasonable. Oil and natural gas production operations are also
subject to all the risks typically associated with such operations, including
premature decline of reservoirs and the invasion of water into producing
formations.
 
 WE HAVE
COMPETITION FROM OTHER COMPANIES THAT HAVE LARGER FINANCIAL AND OTHER RESOURCES
THAT PUT US AT A COMPETITIVE DISADVANTAGE.
 
 A large
number of companies and individuals engage in drilling for gas and oil, and
there is competition for the most desirable prospects. We will encounter intense
competition from other companies and other entities in the sale of our oil and
gas production. We could be competing with numerous oil and gas companies which
may have financial resources significantly greater than ours. The quantities of
gas and oil to be delivered by us may be affected by factors beyond our control,
such as the inability of the wells to deliver at the necessary quality and
pressure, premature exhaustion of reserves, changes in governmental regulations
affecting allowable production and priority allocations and price limitations
imposed by Federal and state regulatory agencies, as well as foreign
governments.
 
 WE ARE
HIGHLY DEPENDENT ON OUR MANAGEMENT, DIRECTORS AND CONSULTANTS AND ANY FAILURE TO
RETAIN THE SERVICES OF SUCH PARTIES COULD ADVERSELY AFFECT OUR ABILITY TO
EFFECTIVELY MANAGE OUR OPERATIONS OR SUCCESSFULLY EXECUTE OUR BUSINESS
PLAN
 
 The
successful implementation of our business strategy is highly dependent on our
management, directors and certain key geoscientists, geologists, engineers and
other professionals engaged by us.  The loss of management, directors
or other highly qualified technical professionals could adversely affect our
ability to effectively manage our overall operations or successfully execute
current or future business strategies which may have a material adverse effect
on our business, financial condition and operating results.
 
 THE
CURRENT RECESSION COULD HAVE A MATERIAL ADVERSE IMPACT ON OUR FINANCIAL
POSITION, RESULTS OF OPERATIONS AND CASH FLOWS.
 
 The oil
and gas industry is cyclical in nature and tends to reflect general economic
conditions.  The US and other world economies are in a recession that
may lead to significant fluctuations in demand and pricing for crude oil and
natural gas production.  Our business plan will likely be
significantly affected by decreased demand and lower commodity
prices.  If commodity prices continue to decline, there could be
impairment of operating assets.  Our future access to capital, as well
as that of our contractors, could be limited due to tightening credit markets
that could inhibit our business development.
 
 OUR
SUCCESS DEPENDS ON OIL AND GAS INDUSTRY VENDORS AND WE MAY NOT BE ABLE TO OBTAIN
ADEQUATE SERVICES.
 
 We are
dependent on industry vendors for the success of our oil and gas exploration
projects. We could be harmed if we fail to attract quality industry vendors to
participate in our exploration and production activities.
 -25-
 GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
 
 
  Item
1A.  Risk Factors, Cont.
  NEW
INVESTORS OR COMMERCIAL PARTNERS MAY REQUIRE PARTICIPATION INTERESTS WHICH COULD
DECREASE FUTURE PROFITABILITY
 
 The pace
of exploration and the level of operations may be determined by the amount of
funding available. If funding is limited, exploration may be continued under
agreements that provide investors or commercial partners with a participation
interest in a particular property held by us. Under this type of arrangement, an
investor or commercial partner would invest in specific property and receive a
negotiated interest in that specific property. This could reduce the potential
profitability of the remaining interest in the property and reduce our ability
to control and manage the property. We expect that entering into these
partnering relationships would entail transferring a portion of our interest in
the working interests to such partner.
 
 WE MAY
EXPERIENCE POTENTIAL FLUCTUATIONS IN RESULTS OF OPERATIONS.
 
 Any
future revenues may be affected by a variety of factors, many of which are
outside our control, including (a) the success of project results; (b) swings in
availability of drilling services needed to implement projects and the pricing
of such services; (c) a volatile oil and gas pricing market which may make
certain projects that we undertake uneconomic; (d) our ability to attract
qualified employees and consultants; and (e) the amount and timing of operating
costs and capital expenditures relating to conducting our business operations
and infrastructure. As a result of our limited operating history and the
emerging nature of our business plan, it is difficult to forecast revenues or
earnings accurately, which may fluctuate significantly from quarter to
quarter.
 
 WE MAY
ISSUE ADDITIONAL SHARES OF COMMON STOCK IN THE FUTURE, WHICH WOULD CAUSE
DILUTION TO ALL SHAREHOLDERS.
 
 We may
seek to raise additional equity capital in the future. Any issuance of
additional shares of our common stock will dilute the percentage ownership
interest of all shareholders and may dilute the book value per share of our
common stock.
 
 OUR
MANAGEMENT AND CERTAIN KEY INVESTORS CONTROL OR WILL CONTROL A SIGNIFICANT
PERCENTAGE OF OUR CURRENT OUTSTANDING COMMON STOCK; THEIR INTERESTS MAY CONFLICT
WITH THOSE OF OUR OTHER SHAREHOLDERS.
 
 Our
directors, executive officers, and 5% investors and their affiliates
collectively and beneficially will own or control a majority of our voting
power. This concentration of voting control gives these persons substantial
influence over any matters which require a shareholder vote, including, without
limitation, the election of directors, even if their interests may conflict with
those of other shareholders. It could also have the effect of delaying or
preventing a change in control of or otherwise discouraging a potential acquirer
from attempting to obtain control of the company. This could have a material
adverse effect on the market price of our common stock or prevent our
shareholders from realizing a premium over the then prevailing market prices for
their shares of common stock.
  Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
  From
December 1, 2009 through February 28, 2010, the Company sold to fourteen
investors, 35,250,000 shares of unregistered, restricted common share
subscriptions for $352,500, and issued 50,000 shares of unregistered, restricted
common stock valued at $.01 per share to regain the right to use the company
name.
 -26-
 GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
 
 
  In March
2010, the Company sold to ten investors, 24,500,000 shares of unregistered,
restricted common stock for $245,000.  These shares were issued by the
Company in April, 2010.   Also in April, 2010, the Company issued
to eleven service providers 20,750,000 shares of unregistered, restricted common
stock for services rendered or to be rendered valued at $.01 per
share.
  In March
2010, the Company agreed to issue to four persons 40,000,000 shares of
unregistered, restricted common stock (with an additional 20,000,000 to be
issued at a subsequent date) in lieu of a $600,000 cash fee.  The
Company also agreed to issue to a shareholder lender 20,000,000 shares of
unregistered, restricted common stock (with an additional 20,000,000 shares to
be issued at a subsequent date) in consideration for converting $400,000 of
outstanding indebtedness.
  Also in
March 2010, the Company agreed to issue 300,000 shares of unregistered,
restricted common stock to to Rodeo Resources, LP in return for all of the
outstanding shares in its subsidiary shell company, CMP Energy, Ltd., a British
Virgin Islands corporation, which was renamed Gulf United Energy del Peru
Ltd.
  In total
from April 1 through April 12, 2010, the Company issued 59,750,000 shares of
unregistered, restricted common stock for $587,500. These shares are also
reflected above as common share subscriptions.  The Company also
issued to service providers 20,750,000 unregistered, restricted shares of common
stock for services rendered valued at $.01 per share.
  Each of
these transactions was exempt from registration under Section 4(2) of the
Securities Act of 1933.  No sales commissions were paid in connection
with these issuances.
  Item
3. Defaults Upon Senior Securities
  None.
  Item 4. Other Information
  None.
  Item
5. Exhibits and Reports on Form 8-K
 
 10.1*
              Participation
      Agreement10.2*
              Debt
      Conversion Agreement31.1
              Certifications
      pursuant to Rule 13a-14(a) under the Securities Exchange Act of
      193432.1
              Certifications
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
  2002
 *Incorporated by reference to
Form 8-K filed on March 12, 2010.
  -27-
 SIGNATURES
 
 In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 Gulf
United Energy, Inc.
 
 /S/
DON WILSON
 Don
Wilson, President and C.E.O.
 (Principal
Executive Officer)
 
 DATED:  April
14, 2010
 
 
 /S/
DAVID POMERANTZ
 David
Pomerantz, CFO
 Principal
Financial Officer and
 Principal
Accounting Officer
 
 DATED:  April
14, 2010
 
 -28-