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
      1934For
      the quarterly period ended November 30, 2009[  ]
              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
              (IRS
      Employer Identification No.)organization)
 
 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 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 January 15, 2010, there were approximately 26,350,000 shares of $0.001 par
value common stock issued and outstanding.
  
 
 GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
 
 TABLE
OF CONTENTS
  Part
      I. Financial InformationItem
      1
                
                Financial
      StatementsBalance
      Sheets at November 30, 2009 and August 31, 2009
                
                4Statements
      of Operations For the Three Months Ended November 30, 2009 and 2008 and
      the Period From Inception (September 19, 2003) to November 30,
      2009
                
                5Statements
      of Cash Flows For the Three Months Ended November 30, 2009 and 2008 and
      the Period from Inception (September 19, 2003) through November 30,
      2009
                
                6Statement
      of Changes in Stockholders' Equity (Deficiency) for the Period from
      Inception (September 19, 2003) to November 30, 2009
                7Notes
      to the Financial  Statements
                
                8Item
      2
                
                Management's
      Plan of Operation
                
                16Item
      3
                
                Quantitative
      and Qualitative Disclosures About Market Risk
                
                17Item
      4(T)
                
                Controls
      and Procedures
                
                17Part
      II. Other InformationItem
      1
                
                Legal
      Proceedings
                
                19Item
      1A
                
                Risk
      Factors
                
                19Item
      2
                
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                
                19Item
      3
                
                Defaults
      Upon Senior Securities
                
                19Item
      4
                
                Submission
      of Matters to a Vote of Security Holders
                
                19Item
      5
                
                Other
      Information
                
                19Item
      6
                
                Exhibits
                
                19Signatures
                
                20EX-31.1
      (EXHIBIT 31.1)
                
                21EX-32.1
      (EXHIBIT 32.1)
                
                23









GULF
UNITED ENERGY, INC.


(A
Development Stage Company)





PART
1 – FINANCIAL INFORMATION





Item
1.  Financial Statements





FIRST
QUARTER


FINANCIAL
STATEMENTS








November
30, 2009


(Unaudited)
















































3


GULF
UNITED ENERGY, INC.


(A
Development Stage Company)





BALANCE
SHEETS






November
      30,
                
                
                August
      31,2009
                
                
                2009(Unaudited)
                
                
                (Audited)ASSETSCurrent
      AssetsCash
                
                $
                119,491
                
                
                $
                516Total
      Current Assets
                
                
                119,491
                
                
                
                516Fixed
      Assets
                
                
                3,300
                
                
                
                3,300Less:  Accumulated
      Depreciation
                
                
                (2,475
                )
                
                
                (2,200
                )Net
      Fixed Assets
                
                
                825
                
                
                
                1,100Interest
      in joint venture projects (Note 3)
                
                
                940,240
                
                
                
                940,240Total
      Assets
                
                $
                1,060,556
                
                
                $
                941,856LIABILITIESCurrentAccounts
      payable and accrued liabilities
                
                $
                110,588
                
                
                $
                100,951Loans
      payable related parties (Note 6)
                
                
                26,574
                
                
                
                26,574Shareholder
      loan payable and accrued interest (Note 6)
                
                
                2,209,301
                
                
                
                2,154,700Total
      Liabilities
                
                
                2,346,463
                
                
                
                2,282,225Commitments
      and Contingent LiabilitiesSTOCKHOLDERS'
      EQUITY (DEFICIENCY)Common
      StockAuthorized:200,000,000
      shares with a par value of $0.001Issued
      and Outstanding:26,350,000
      shares as of November 30, 2009 and August 31, 2009
                
                
                26,350
                
                
                
                26,350Common
      Stock Subscribed (12,000,000 shares par value $.001)
                
                
                12,000
                
                
                
                -Additional
      paid-in capital
                
                
                794,925
                
                
                
                686,925Deficit
      Accumulated During The Development Stage
                
                
                (2,119,182
                )
                
                
                (2,053,644
                )(1,285,907
                )
                
                
                (1,340,369
                )Total
      Liabilities and Stockholders' Equity (Deficiency)
                
                $
                1,060,556
                
                
                $
                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
              
              
              (September
      19, 2003)November
      30
              
              
              through2009
              
              
              2008
              
              
              November
      30, 2009Revenue
              
              $
              -
              
              
              $
              -
              
              
              $
              -Expenses:Office
      and sundry
              
              
              37
              
              
              
              45
              
              
              
              15,420Business
      License and Fees
              
              
              1,910
              
              
              
              -
              
              
              
              1,910Depreciation
      Expense
              
              
              275
              
              
              
              275
              
              
              
              2,475Professional
      fees
              
              
              8,727
              
              
              
              8,775
              
              
              
              334,951Consulting
              
              
              -
              
              
              
              -
              
              
              
              10,455Rent
      and lease expense
              
              
              -
              
              
              
              15,594
              
              
              
              129,696Public
      relations
              
              
              -
              
              
              
              320
              
              
              
              1,265Travel
              
              
              -
              
              
              
              -
              
              
              
              14,213Utilities
              
              
              435
              
              
              
              438
              
              
              
              15,306Shareholder
      loan and other interest
              
              
              54,154
              
              
              
              47,571
              
              
              
              570,347Total
      expenses
              
              
              65,538
              
              
              
              73,018
              
              
              
              1,096,038Operating
      Loss
              
              
              (65,538
              )
              
              
              (73,018
              )
              
              
              (1,096,038
              )Other
      Income and ExpenseImpairment
      loss
              
              
              -
              
              
              
              -
              
              
              
              1,010,970Gain
      on settlement of debt
              
              
              -
              
              
              
              -
              
              
              
              (3,333
              )Loss
      from continuing operations
              
              
              (65,538
              )
              
              
              (73,018
              )
              
              
              (2,103,675
              )Loss
      from discontinued operations
              
              
              -
              
              
              
              -
              
              
              
              (15,507
              )Net
      Loss
              
              $
              (65,538
              )
              
              $
              (73,018
              )
              
              $
              (2,119,182
              )Basic
      And Diluted Loss per sharefrom
      continuing operations
              
              $
              (0.00
              )
              
              $
              (0.00
              )
              
              $
              (0.08
              )Basic
      And Diluted Loss per sharefrom
      discontinued operations
              
              $
              (0.00
              )
              
              $
              (0.00
              )
              
              $
              (0.00
              )Basic
      And Diluted Net Loss per share
              
              $
              (0.00
              )
              
              $
              (0.00
              )
              
              $
              (0.08
              )Weighted
      Average Number of Shares Outstanding
              
              
              26,350,000
              
              
              
              26,350,000
              
              
              
              25,014,521





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
      FromInceptionThree
      Months Ended
              
              
              (September
      19, 2003)November
      30,
              
              
              November
      30,
              
              
              Through2009
              
              
              2008
              
              
              November
      30, 2009Cash
      Flows From Operating ActivitiesNet
      loss for the period
              
              $
              (65,538
              )
              
              $
              (73,018
              )
              
              $
              (2,119,182
              )Depreciation
      Expense
              
              
              275
              
              
              
              275
              
              
              
              2,475Accrued
      interest added to stockholder loan
              
              
              54,101
              
              
              
              47,539
              
              
              
              569,616Non-cash
      portion of interest expense
              
              
              -
              
              
              
              -
              
              
              
              3,333Gain
      on settlement of debt
              
              
              -
              
              
              
              -
              
              
              
              (3,333
              )Impairment
      of investment in joint venture projects
              
              
              -
              
              
              
              -
              
              
              
              1,010,970Adjustments
      to reconcile net loss to net cash used byoperating
      activities:Accounts
      payable and accrued liabilities
              
              
              9,637
              
              
              
              8,523
              
              
              
              110,588Net
      Cash Used By Operating Activities
              
              
              (1,525
              )
              
              
              (16,681
              )
              
              
              (425,533
              )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 ActivitiesCapital
      stock issued
              
              
              -
              
              
              
              -
              
              
              
              26,050Common
      stock subscribed
              
              
              120,000
              
              
              
              -
              
              
              
              120,000Increase
      in loans payable to related parties
              
              
              -
              
              
              
              -
              
              
              
              226,574Proceeds
      from shareholder loans payable
              
              
              500
              
              
              
              15,000
              
              
              
              425,700Net
      cash provided by financing activities
              
              
              120,500
              
              
              
              15,000
              
              
              
              798,324Increase/(Decrease)  In
      Cash During The Period
              
              
              118,975
              
              
              
              (1,681
              )
              
              
              119,491Cash,
      Beginning Of Period
              
              
              516
              
              
              
              2,191
              
              
              
              -Cash,
      End Of Period
              
              $
              119,491
              
              
              $
              510
              
              
              $
              119,491Non-Cash
      Investing and Financing Activities:Investment
      advances paid from shareholder loans
              
              $
              -
              
              
              $
              -
              
              
              $
              1,263,985Capital
      stock issued for investment acquisition
              
              $
              -
              
              
              $
              -
              
              
              $
              687,225Settlement
      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 NOVEMBER 30, 2009


(Unaudited)






DEFICITACCUMULATEDCOMMON
      SHARES
              
              
              COMMON
              
              
              ADDITIONAL
              
              
              DURING
      THEPAR
              
              
              SHARES
              
              
              PAID-IN
              
              
              DEVELOPMENTNUMBER
              
              
              VALUE
              
              
              SUBSCRIBED
              
              
              
              
              
              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
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (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 for investment:January
      2007 at $0.735 per share
              
              
              185,000
              
              
              
              185
              
              
              
              -
              
              
              
              135,790
              
              
              
              -
              
              
              
              135,975July
      2007 at $0.735 per share
              
              
              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 (12,000,000 shares at $0.01)
              
              
              -
              
              
              
              -
              
              
              
              12,000
              
              
              
              108,000
              
              
              
              -
              
              
              
              120,000Net
      loss for the period
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (65,538
              )
              
              
              (65,538
              )Balance,
      November 30, 2009
              
              
              26,350,000
              
              
              $
              26,350
              
              
              $
              12,000
              
              
              $
              794,925
              
              
              $
              (2,119,182
              )
              
              $
              (1,285,907
              )


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


November
30, 2009


(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 three months
ended November 30, 2009 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 the State of Nevada,
U.S.A., on September 19, 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
$2,119,182 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 generate profitable operations in the future and/or 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.  Through January 15, 2010, the Company has received cash of
$195,000 for 19,500,000 subscribed shares; 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.





Sale
of joint venture interests - Terminated





As
reported in the 8K filed June 11, 2009, on June 8, 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.  The transaction was expected to close within thirty days
with the purchase price paid in six payments:  $200,000 at the close
of the transaction, four installments of $150,000 payable three, six, nine and
twelve months after the close and a final payment of $200,000 payable at fifteen
months after the close of the purchase transaction.  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 has been extended several
times due to delays in getting transaction documents completed.  On
November 12, 2009, the Company was asked to extend the closing date again which
management has chosen not to do.  In January 2010, the decision was
made 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. and terminate the
letter of intent unless the Company receives an acceptable offer before the end
of January 2010.




8











GULF
UNITED ENERGY, INC.


(A
Development Stage Company)





NOTES
TO THE FINANCIAL STATEMENTS


November
30, 2009


(Unaudited)











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 fair value of the 50,000 shares was $7,500 on January 12,
2010.  The Company has paid a de minimus reinstatement fee and its
license fee to the State of Nevada and has been reinstated as an active
corporate entity.





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 Gulf United Energy, Inc., 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.





General





We have
adopted various accounting policies to prepare our financial statements in
accordance with U.S. generally accepted accounting principles (GAAP). Our most
significant accounting policies are described in Note 2 to our financial
statements included elsewhere in this report. The preparation of our financial
statements in conformity with U.S. GAAP requires us to make estimates and
assumptions that affect the amounts reported in our financial statements and
accompanying notes. Our estimates and assumptions are updated as appropriate.





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


November
30, 2009


(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.





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 anticipated sale of the joint venture interests.





Computer
Equipment





Computer
Equipment is stated at cost. Depreciation is computed using the straight-line
method over the estimated useful lives of the assets. The costs associated with
normal maintenance, repair, and refurbishment of equipment are charged to
expense as incurred. When assets are retired or otherwise disposed of, the costs
and related accumulated depreciation are removed from the accounts, and any
resulting gain or loss is recognized as income for the period. The cost of
maintenance and repairs is charged to income as incurred; significant renewals
and betterments are capitalized. Deductions are made for retirements resulting
from renewals or betterments.





Asset
Retirement Obligations





The
Company has adopted FASB Accounting Standard, “Accounting for Asset Retirement
Obligations”, which requires that an asset retirement obligation (“ARO”)
associated with the retirement of a tangible long-lived asset be recognized as a
liability in the period which it is incurred and becomes determinable, with an
offsetting increase in the
carrying amount of the associated asset.The cost of the tangible
asset, including the initially recognized ARO, is depreciated, such that the
cost of the ARO is recognized over the useful life of the asset. The ARO is
recorded atfair
value, and expense is recognized over time as the discounted liability is
accreted to its expected settlement value. The fair value of the ARO is measured
using expected future cash flow, discounted at the Company’s credit-adjusted
risk-free interest rate. To date, no significant asset retirement obligation
exists. Accordingly, no liability has been recorded.






10


GULF
UNITED ENERGY, INC.


(A
Development Stage Company)





NOTES
TO THE FINANCIAL STATEMENTS


November
30, 2009


(Unaudited)




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.




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 periods ended November 30, 2008, 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 is secured by the Company’s
interest in joint venture projects.





3.      INVESTMENTS  (See
Note 1 – Sale of Joint Venture Interests - Terminated)





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.






11


GULF
UNITED ENERGY, INC.


(A
Development Stage Company)





NOTES
TO THE FINANCIAL STATEMENTS


NOVEMBER
30, 2009


(Unaudited)








The
Company has entered into a loan agreement with a stockholder regarding funds
advanced on its behalf. The loan is secured by the Company’s equity interest in
the joint venture entities, bears interest at a rate of 10% per annum,
compounded monthly, and is due in full on January 31, 2010.  At this
time, the Company does not have the resources to partially or fully pay this
note payable; therefore, management anticipates that the note due date will be
extended on or before January 31, 2010. The Company may, at any time, satisfy
the loan in its entirety by transferring its interest in the joint venture
entities to the lending stockholder.  In connection with the loan
agreement, the Company has agreed to pay a finder’s fee to the lending
stockholder equal to 8.5% of any revenues the Company receives from the
operations of the joint venture projects.





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.





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.
 
 12
 GULF UNITED ENERGY,
INC.
 (A
Development Stage Company)
 
 NOTES
TO THE FINANCIAL STATEMENTS
 NOVEMBER
30, 2009
 (Unaudited)
 
 
 
 
 As of
November 30, 2009, the joint venture partner owned 1,135,000 shares or
approximately 4.31% of the Company’s outstanding common shares before
considering the common stock subscribed.
 
 4.   
COMMON STOCK
 
 The total
number of shares of stock which the Company shall have the authority to issue is
two hundred million (200,000,000) shares of Common Stock with a par value of one
tenth of one cent ($.001) per share.
 
 As of
November 30, 2009, the Company had 26,350,000 shares of its $.001 par value
common stock issued and outstanding.
 
 Since the
end of fiscal 2009, the Company has received additional capital of about
$195,000 (and is attempting to sell additional unregistered, restricted common
shares) based on the subscriptions for and potential closing and issuance of
19,500,000 unregistered, restricted common shares at $0.01 per
share.  This transaction will not close until at least the latter part
of January, 2010.   The Company received additional capital of
about $120,000 for 12,000,000 shares as of the end of the quarter covered by
this report and has received an additional $75,000 for 7,500,000 shares since
the end of the quarter.
 
 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 $1,108,212 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
realized in future years. The valuation of the tax loss carryforward and the
valuation allowance thereon were as follows:
 
 November 30, 2009
              
              
              August 31, 2009Tax
      benefit carry forward
              
              $
              376,792
              
              
              $
              354,509Impairment
      loss
              
              
              343,730
              
              
              
              343,730Valuation
      allowance
              
              
              (720,522
              )
              
              
              (698,239
              )$
              -
              
              
              $-
 
 6.
              LOANS
      PAYABLE
 
 Notes
payable consist of the following as of November 30, 2009:
 
 Unsecured
      loans to related parties
              
              $
              26,574Secured
      loan and interest payable to stockholder
              
              $
              2,209,301
 
 
 13
 GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
 
 NOTES
TO THE FINANCIAL STATEMENTS
 NOVEMBER
30, 2009
 (Unaudited)
 
 
 
 Two
stockholders and former directors of the Company provided loans totalling
$26,574.  The loans are non-interest bearing, unsecured and payable
upon demand.
 
 The
Company has received loans from one stockholder totaling $2,209,301. This amount
includes accumulated and unpaid interest of $569,616 as of November 30,
2009.  These funds have been used primarily to purchase an interest in
the Mexican joint ventures.  That total loan amount is comprised of:
$1,263,985 of advances to the joint ventures, $375,700 used for operating costs
and $569,616 of interest.  The loan is secured by the Company’s equity
interest in the joint ventures.  The loan bears interest at a rate of
10% per annum and is due January 31, 2010.  At this time, this Company
does not have the resources to partially or fully pay this note payable;
therefore, management anticipates that the note
due will be extended on or before January 31, 2010. The Company may, at any
time, satisfy the loan in its entirety by transferring its interest in the joint
ventures to the stockholder.
 
 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.
However, it is anticipated by management that the amountsdue will be be paid
during the next three fiscal years for the proposed pipeline project and during
the next five fiscal years for the proposed LNG storage and re-gasification
project.  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 revert to the stockholder who has provided the funding reflected
in the accompanying balance sheets as of November 30, 2009 and August 31, 2009;
or the joint venture interests may be forfeited to the Company’s joint venture
partner.
 
 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 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.
 
 14
 GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
 
 NOTES
TO THE FINANCIAL STATEMENTS
 NOVEMBER
30, 2009
 (Unaudited)
 
 
 
 
 8.   
SUBSEQUENT EVENT
 
 Sale
of unregistered, restricted shares of common stock
 
 Since the
end of fiscal 2009, the Company has received additional capital of about
$195,000 (and is attempting to sell additional unregistered, restricted common
shares) based on the subscriptions for and potential closing and issuance of
19,500,000 unregistered, restricted common shares at $0.01 per
share.  This transaction will not close until at least the latter part
of January, 2010.   The Company received additional capital of
about $120,000 for 12,000,000 shares as of the end of the quarter covered by
this report and has received an additional $75,000 for 7,500,000 shares since
the end of the quarter.
 
 Termination
of offer to sell joint venture interests
 
 In
January 2010, the decision was made 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. and terminate the letter of intent unless the Company receives an
acceptable offer before the end of January 2010.
 
 
 
 Subsequent
events through January 19, 2010 have been considered in these financial
statements.
                     
 15
 GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
 
 
 
 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 – (See Financial Statement Note 1 – Sale of joint venture interest
- Terminated)
 
 On June
8, 2009, the Company entered into an agreement with its joint venture partner to
sell its interest in the joint venture projects to the partner for $1,000,000
that will be paid over a period of 15 months beginning at the closing, which was
scheduled for mid- to late-August 2009 (See Financial Statement Note 1 – Sale of
Joint Venture Interests).  The proceeds from this possible sale may be
used to pay accounts payable, reduce the Company’s debt and for other
investments and other operating expenses.  Due to delays in completing
transaction paperwork, the closing has been extended several times and the
timing is now uncertain.  On November 12, the Company was asked to
sign an additional extension of the time to close the sale
transaction.  Management has chosen not to sign.  In January
2010, the decision was made 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.
and terminate the letter of intent unless the Company receives an acceptable
offer before the end of January 2010.
 
 We have
recently entered into a tentative letter agreement in which the Company would
own a 25% interest in the development of Block CPO-4 in the Llanos Basin of
Colombia.  If a definitive agreement is signed, the Company would be
liable for a share of an unknown amount of expenses proportionate with its
ownership interest.  The Company may issue additional shares in
support of this investment.  In addition, the Company has offered new
shares at $0.01 per share to potential new investors and has received funds in
the amount of $195,000 to date; however, there has been no closing on new shares
and a closing will not occur until as least the latter part of January,
2010.
 
 As of
November 30, 2009, 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).
  Results
of Operations for Quarter Ended November 30, 2009
 
 We have
not earned any revenues during the period from inception through November 30,
2009. The design of the proposed open access natural gas pipeline between
Valladolid, Cancun and Punta Venado and a proposed LNG regasification and
storage facility are not yet completed as construction has not yet commenced;
accordingly, we currently do not have any revenue generating operations. The
Company has been unable to obtain updated detailed information related to the
completion of the joint venture projects; however, based on the audited
financial statements of the joint venture entities, it appears that little
activity has occurred over the past 12 to 15 months.  We have not
attained profitable operations and are, therefore, dependent upon obtaining
additional debt or equity financing. If we are unable to sell our joint venture
interests or obtain additional financing, there is substantial doubt that we
will be able to continue as a going concern.
    16
  GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
 
 
 
 MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION, Cont.
 
 Liquidity
and Capital Resources
 
 At
November 30, 2009, the Company has current assets of $119,491, current
liabilities of $2,346,463, and a working capital deficit of
$2,226,972.  Other than a stockholder loan totaling $2,209,301 which
is secured by substantially all of the Company’s assets and $26,574 in loans
payable to two other shareholders, the Company has no other credit
facilities.  To date, we have received cash of $195,000 from the sale
of our unregistered, restricted common shares in a private
placement.  The Company has no other sources of financing and will
continue to rely on borrowings from its stockholder and other third parties best
efforts financings. However, there are no commitments from this stockholder or
assurance that its stockholder or other third parties can or will continue to
fund our cash needs.  In the event that the Company does not sell its
joint venture interests and fails to extend the stockholder loan and/or to
borrow additional funds, these events will likely result in the Company
transferring the investment in the joint venture projects to repay this debt or
forfeiting its interests in the projects to its joint venture
partner.  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.  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.
  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
January 15, 2010, pursuant to Rule 13a-15(b) under the Securities Exchange
Act.
    
 17
 GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
 
 
 
 Based
upon that evaluation, our Certifying Officers concluded that, as of November 30,
2009, 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.
           18
  GULF
UNITED ENERGY, INC.
 (A
Development Stage Company)
 
  PART
II- OTHER INFORMATION
   Item
1. Legal Proceedings
   None.
   Item
1A.  Risk Factors
   There
have been no material changes to the risk factors previously disclosed under
item 1 of the Company’s form 10-K filed with the United States Securities and
Exchange Commission on December 15, 2009.
   Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
   None.
   Item
3. Defaults Upon Senior Securities
   None.
   Item 4. Submission of Matters to a Vote of Security
Holders
   None.
   Item
5. Other Information
   None.
  Item
6. Exhibits and Reports on Form 8-K
 
 *10.1
              Amended
      Loan 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 8K filed on January 20, 2010.
 
 19
 
 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:  January
20, 2010
 
 
 /S/ DAVID
POMERANTZ
 ___________________________
 David
Pomerantz, CFO
 Principal
Financial Officer and
 Principal
Accounting Officer
 
 DATED:  January
20, 2010
 
 
 20