UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~January~~April 3130, 2013

TRANSITION REPORT PURSUANT TO SECTION 13 OR

15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file ~~number~~000-54569

PDK Energy Inc.

(Exact name of small business issuer as specified in its charter)

Mississippi 2086 27-3054731

---------------- ---------------------------- ----------------

(State or other (Primary Standard Industrial (I.R.S. Employer

jurisdiction of Classification Code Number) Identification

incorporation Code Number)

or organization)

2911 Hilltop Drive

Ann Arbor, MI 48103

734-274-9403

(Registrant’s telephone number, including area code)

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

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

The number of shares of Common Stock, 4,500,000 outstanding on was shares as of ~~January~~June 315, 2013.

Transitional Small Business Disclosure Format (check one): Yes x No xX

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Our financial statements included in this Form 10-Q are as follows:
	Balance Sheets as of January 31, 2013 (unaudited) and July 31, 2012 (audited);
	Balance Sheets as of April 30, 2013 (unaudited) and July 31, 2012 (audited);
	Statements of Operations for the three and six months January 31, 2013 and January 31, 2012
	Statements of Operations for the three and nine months ended April 30, 2013 and April 30, 2012 and from Inception(July 23, 2010) to April 30, 2013(unaudited)
	Statements of Cash Flows for the six months ended January 31, 2013, and for the Period from Inception (July 23,2010) to January 31, 2013 (unaudited);
	Statement of Stockholders’ Deficit from Inception (July 23, 2010) April 30, 2013 (unaudited);
	Notes to Financial Statements;
	Statements of Cash Flows for the nine months ended April 30, 2013 and April 30, 2012, and for the Period from Inception (July 23, 2010) to April 30, 2013 (unaudited);
	Notes to Financial Statements (unaudited).

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim periods ended ~~January~~April 3130, 2013 are not necessarily indicative of the results that can be expected for the full year.

PDK ENERGY INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
	January 31,	July 31,
	April 30,	July 31,
	2013	2012
	(Unaudited)	(Audited)
ASSETS
CURRENT
Cash	$ 8164	$ 2,381
Prepaid and other	150	150
Note receivable	150	150
TOTAL ASSETS	$ ~~231~~214	$ 2,531
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable	$ 68,~~394~~710	$ 7,794
Notes payable-due to shareholder	5,600	5,000
Note payable - related party	600	-
TOTAL LIABILITIES	11,994	12,794
Note payable - due to shareholder	5,000	5,000
TOTAL LIABILITIES	14,310	12,794
STOCKHOLDERS' EQUITY
Preferred shares, .01 par value, authorized - 1,000,000
Preferred shares, par value $.01, authorized - 1,000,000	-	-
Commons shares, .001 par value, authorized - 100,000,000
Commons shares, par value $.001, authorized - 100,000,000
- issued and outstanding - 4,500,000 (July 31, 2012 - 4,500,000)	4,500	4,500
Additional paid in capital	15,596	15,596
Accumulated deficit during development stage	(3134,~~859~~192)	(30,359)
TOTAL STOCKHOLDERS' EQUITY	(1114,~~763~~096)	(10,263)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ ~~231~~214	$ 2,531
The accompanying notes are an integral part of these financial statements.

PDK ENERGY INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
	THREE MONTHS		SIX MONTHS		From Inception
	ENDED JANUARY 31,		ENDED JANUARY 31,		July 23, 2010 to
	2013	2012	2013	2012	January 31, 2013
REVENUE	$ -	$ -	$ -	$ -	$ -
EXPENSES
General and administrative	815	9,277	1,300	15,463	30,815
Total Expenses	815	9,277	1,300	15,463	30,815
OTHER EXPENSES
Interest expense	100	100	200	200	1,044
NET INCOME(LOSS)	$ (915)	$ (9,377)	$ (1,500)	$ (15,663)	$ (31,859)
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING	4,500,000	3,487,504	4,500,000	3,487,504
NET INCOME(LOSS) PER SHARE	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
The accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part of these financial statements.

PDK ENERGY INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
STATEMENTS OF OPERATIONS
(UNAUDITED)
				SIX MONTHS		From Inception
		THREE MONTHS		NINE MONTHS		From Inception
				ENDED JANUARY 31,		July 23, 2010 to
		ENDED APRIL 30,		ENDED APRIL 30,		July 23, 2010 to
		2013	2012	2013	2012	~~January~~April 3130, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
REVENUE		$ -	$ -	$ -	$ -	$ -
Net income(loss)				$ (1,500)	$ (15,663)	$ (31,859)
EXPENSES
Adjustment to reconcile net loss to net cash
General and administrative		2,217	2,560	3,517	18,023	33,032
used in operating activities:
Total Expenses		2,217	2,560	3,517	18,023	33,032
Changes in operating assets and liabilities:
OTHER EXPENSES
Prepaid other				-	-	(150)
Interest expense		116	100	316	300	1,160
Accounts payable				(1,400)	2,400	6,394
NET INCOME(LOSS)		$ (2,333)	$ (2,660)	$ (3,833)	$ (18,323)	$ (34,192)
Net cash used in operating activities				(2,900)	(13,263)	(25,615)
WEIGHTED AVERAGE NUMBER OF SHARES
CASH FLOWS FROM FINANCING ACTIVITIES:
OUTSTANDING		4,500,000	4,500,000	4,500,000	3,506,027
Notes payable-advances from officers				600	-	5,600
NET INCOME(LOSS) PER SHARE		$ (0.00)	$ (0.00)	$ (0.00)	$ (0.01)
Issuance of common stock for cash				-	18,996	20,096
Net cash provided by financing activities				600	18,996	25,696
INCREASE (DECREASE) IN CASH				(2,300)	5,733	81
CASH, Beginning of period				2,381	3,371	-
CASH, End of period				$ 81	$ 9,104	$ 81
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
	Interest paid			$ -	$ -	$ -
	Income taxes paid			$ -	$ -	$ -
The accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part of these financial statements.

PDK ENERGY INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FROM INCEPTION(JULY 23, 2010) TO APRIL 30, 2013

	COMMON STOCK		PAID IN	ACCUMULATED
	SHARES	AMOUNT	CAPITAL	DEFICIT	TOTALS


Balance - July 23, 2010	-	$ -	$ -	$ -	$ -

Issuance of shares for cash	2,500,000	2,500	(2,400)	-	100

Net loss - July 31, 2010	-	-	-	(2,250)	(2,250)

Balance - July 31, 2010(audited)	2,500,000	2,500	(2,400)	(2,250)	(2,150)

Shares issued for cash, May 16, 2011
at $.01 per share	100,000	100	900	-	1,000

Net loss - July 31, 2011	-	-	-	(2,773)	(2,773)

Balance - July 31, 2011(audited)	2,600,000	2,600	(1,500)	(5,023)	(3,923)

Shares issued for cash at $.01 per
share	1,900,000	1,900	17,096	-	18,996

Net loss - July 31, 2012	-	-	-	(25,336)	(25,336)

Balance - July 31, 2012(audited)	4,500,000	4,500	15,596	(30,359)	(10,263)

Net loss - April 30, 2013	-	-	-	(3,833)	(3,833)

Balance - April 30, 2013(unaudited)	4,500,000	$ 4,500	$ 15,596	$ (34,192)	$ (14,096)

The accompanying notes are an integral part of these financial statements.

PDK ENERGY INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
		NINE MONTHS		From Inception
		ENDED APRIL 30,		July 23, 2010 to
		2013	2012	April 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income(loss)		$ (3,833)	$ (18,323)	$ (34,192)
Adjustment to reconcile net loss to net cash
used in operating activities:		-	-	-
Changes in operating assets and liabilities:
Prepaid other		-	-	(150)
Accounts payable		916	2,600	8,710

Net cash used in operating activities		(2,917)	(15,723)	(25,632)

CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from an officer		600	-	5,600
Issuance of common stock for cash		-	18,996	20,096

Net cash provided by financing activities		600	18,996	25,696

INCREASE (DECREASE) IN CASH		(2,317)	3,273	64

CASH, Beginning of period		2,381	3,371	-

CASH, End of period		$ 64	$ 6,644	$ 64

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
	Interest paid	$ -	$ -	$ -
	Income taxes paid	$ -	$ -	$ -

The accompanying notes are an integral part of these financial statements.

PDK ENERGY INC.

(A DEVELOPMENT STAGE COMPANY)

Notes to Interim Financial Statements

~~January~~April 3130, 2013

(Unaudited)

Note 1 - Organization and Summary of Significant Accounting Policies:

Organization:

PDK ENERGY INC. (the “Company”) was organized in the State of Mississippi on July 23, 2010. We commenced operations in July 2010. PDK Energy Inc. is a development stage company focused on developing, marketing and distributing unique beverage brands for the youth and energy drink markets.

The Company’s fiscal year end is July 31.

The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information regarding the Company’s significant accounting policies, refer to the audited financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2012 filed with the Securities and Exchange Commission on September 19, 2012.

Basis of Presentation – Development Stage Company:

The Company has not earned any revenues from limited principal operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in Financial Accounting Standards Codification Topic 915 (“ASC 915”). Among the disclosures required by ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity (deficit) and cash flows disclose activity since the date of the Company’s inception.

Basis of Accounting:

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States. In the opinion of management, these interim financial statements include all of the adjustments necessary to make them not misleading. The financial statements have, in management's opinion, been properly prepared within the framework of the significant accounting policies summarized below:

Cash and Cash Equivalents:

The Company considers all highly liquid debt instruments, purchased with an original maturity of three months or less, to be cash equivalents.

Use of Estimates:

These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of assets and liabilities, and correspondingly revenues and expenses, depends on future events, the preparation of financial statements for any period necessarily involves the use of estimates and assumption an example being assumptions in valuation of stock options. Actual amounts may differ from these estimates. These financial statements have, in management's opinion, been properly

PDK ENERGY INC.

(A DEVELOPMENT STAGE COMPANY)

Notes to Interim Financial Statements

~~January~~April 3130, 2013

(Unaudited)

Use of Estimates:(continued)

~~These financial statements have been~~ prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of assets and liabilities, and correspondingly revenues and expenses, depends on future events, the preparation of financial statements for any period necessarily involves the use of estimates and assumption an example being assumptions in valuation of stock options. Actual amounts may differ from these estimates. These financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of the accounting policies summarized below.

Net Loss Per Share:

~~The~~Net ~~Company~~loss ~~computes basic and diluted earnings~~ per share ~~amounts in accordance with ASC Topic 260, “Earnings per Share”. Basic earnings per share~~ is ~~computed~~based byon ~~dividing net income (loss) available to common shareholders by~~ the weighted average number of common shares ~~outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options~~ and ~~other commitments to issue~~ common ~~stock~~shares ~~were~~equivalents ~~exercised~~outstanding orduring ~~equity awards vest resulting in~~ the ~~issuance of common stock that could share in the earnings of the Company~~period. ~~As of January 31, 2013 and July 31, 2012, there were no common stock equivalents or options outstanding.~~

Stock-Based Compensation :

The Company accounts for share-based compensation under the fair value recognition provisions such that compensation cost is measured at the grant date based on the value of the award and is expensed ratably over the vesting period. Determining the fair value of share-based awards at the grant date requires judgment, including estimating the percentage of awards which will be forfeited, stock volatility, the expected life of the award, and other inputs. If actual forfeitures differ significantly from the estimates, share-based compensation expense and the Company's results of operations could be materially impacted.

The Company may also issue restricted stock to consultants for various services. Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. The Company recognizes these service expenses and a corresponding increase to additional paid-in-capital related to stock issued for services. When stock is issued as payment for past services provided, accordingly, all shares issued are fully vested, and there is no unrecognized compensation associated with these transactions. If stock is issued in advance of service performance expense is recognized ratably over the requisite service period.

For the nine months ended April 30, 2013 there was no issuance of equity ownership for services. As of April 30, 2013 there was $0 of unrecognized expense related to non-vested stock-based compensation arrangements granted and no stock based compensation.

PDK ENERGY INC.

(A DEVELOPMENT STAGE COMPANY)

Notes to Interim Financial Statements

~~January~~April 3130, 2013

(Unaudited)

~~Stock-Based~~Fair ~~Compensation:~~Value ~~(Continued)~~of Financial Instruments

corresponding increase to additional paid-in-capital related to stock issued for services. When stock is issued as payment for past services provided, accordingly, all shares issued are fully vested, and there is no unrecognized compensation associated with these transactions. If stock is issued in advance of service performance expense is recognized ratably over the requisite service period.

For the six months ended January 31, 2013 there was no issuance of equity ownership for services. As of January 31, 2013 there was $Nil of unrecognized expense related to non-vested stock-based compensation arrangements granted and no stock based compensation.

Beneficial conversion:

Equity instruments that contain a beneficial conversion feature are recorded as a deemed dividend to the holders of the convertible equity instruments. The deemed dividend associated with the beneficial conversion is calculated as the difference between the fair value of the underlying common stock less the proceeds that have been received for the equity instrument limited to the value received. The beneficial conversion amount is recorded as a deemed dividend or interest expense and an increase to additional paid-in-capital.

Related Parties:

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

Commitments and Contingencies:

The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of January 31, 2013 and July 31, 2012.

Share-based Expenses:

ASC 718 “Compensation – Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based

PDK ENERGY INC.

(A DEVELOPMENT STAGE COMPANY)

Notes to Interim Financial Statements

January 31, 2013

(Unaudited)

Share-based Expenses: (Continued)

payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non- Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or

(b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

There were no share-based expenses for the periods ending January 31, 2013 and July 31, 2012.

Recently Implemented Standards:

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

PDK ENERGY INC.

(A DEVELOPMENT STAGE COMPANY)

Notes to Interim Financial Statements

January 31, 2013

(Unaudited)

Fair Value of Financial Instruments:

The Company adopted the provisions of Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable , and inputs derived from or corroborated by observable market data.

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the balance sheets for cash, ~~prepaid~~note ~~expenses~~receivable, accounts payable and accrued expenses, note payable, and due to shareholder, approximate their fair market value based on the short-term maturity of these instruments. The Company did not identify any other assets or liabilities that are required to be presented in the balance sheets at fair value in accordance with ASC 820.

Note 2 – Going Concern:

The ~~Company~~accompanying ~~recorded~~financial ~~losses~~statements ~~from~~have ~~continuing~~been ~~operations~~prepared inassuming that the ~~current~~Company ~~period~~will ~~presented~~continue as a going concern. For ~~Current~~the ~~liabilities~~period ~~exceed~~from ~~current~~inception ~~assets~~through April 30, ~~resulting~~2013, inthe aCompany ~~negative~~has ~~net~~had ~~worth~~limited ~~and~~operations. As ~~accumulated~~of ~~deficits~~April ~~during~~30, 2013, the Company has not emerged from the development stage. In ~~These~~view ~~factors~~of ~~raise~~these ~~substantial~~matters, ~~doubt about~~ the Company’s ability to continue as a going concern. ~~The~~is ~~ability~~dependent ofupon the Company’s ability to ~~continue~~commence asa commercially viable operation and to achieve a ~~going~~level ~~concern~~of isprofitability. The ~~dependent~~Company ~~upon~~intends on financing its ~~ability~~future todevelopment ~~reverse~~activities ~~negative~~and ~~operating~~its ~~trends,~~working ~~raise~~capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and ~~obtain~~classifications ~~debt~~of ~~financing~~liabilities that might be necessary should the Company be unable to continue as a going concern.

Management has revised its business strategy to include expansion into other lines of business. In conjunction with the anticipated new revenue streams, management is currently negotiating new debt and equity financing, the proceeds from which would be used to settle outstanding debts at more favorable terms, to finance operations, and to develop its business plans.

PDK ENERGY INC.

(A DEVELOPMENT STAGE COMPANY)

Notes to Interim Financial Statements

~~January~~April 3130, 2013

(Unaudited)

However, there can be no assurance that the Company will be able to raise capital, obtain debt financing, or improve operating results sufficiently to continue as a going concern.

The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.

Note 3 – Federal Income Taxes:

The Company accounts for income taxes under the asset and liability method, whereby deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. Currently the Company is open to IRS audits from date of inception year 2011 and 2012.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company'’s deferred tax liabilities and assets as of ~~January~~April 3130, 2013 are as follows:

Deferred tax assets:

Federal and state net operating loss

$ 3134,~~859~~192

Equity instruments issued for compensation

Total deferred tax assets

31 34,~~859~~192

Less valuation allowance

(3134,~~859~~192)

$ ====

Note 4 -– ~~Notes~~Note Payable – ~~Due to~~ Shareholder

On July 23, 2010, $5,000 was advanced to the Company by the majority shareholder. The note bears interest at the rate of 8% per annum, is unsecured and there are no fixed terms of repayment. The note can be converted to common stock at any time at a conversion price of $.007 per common share of stock. As of ~~January~~April 3130, 2013, there is no beneficial conversion, which would affect both the financial results and the dilutive earnings per share. If fully converted, 714,286 Shares would be issued to the Note’s holder and constitute 13.6 % of total shares outstanding.

OnNote ~~December~~5 ~~12,~~– ~~2012,~~Note aPayable ~~related~~–Related individual advanced $600 to the Company. The note bears interest at 12% per annum commencing February 10, 2013 and is convertible in common shares at $.01 per common share of stock. As of January 31, 2013, there is no beneficial conversion, which would affect both the financial results and the dilutive earnings per share.Party:

On December 12, 2012, a related individual advanced $600 to the Company. The note bears interest at 12% per annum commencing February 10, 2013 and is convertible in common shares at $.01 per share. If fully converted, 60,000 Shares would be issued to the Note’s holder and constitute 1.2 % of total shares outstanding.

PDK ENERGY INC.

(A DEVELOPMENT STAGE COMPANY)

Notes to Interim Financial Statements

~~January~~April 3130, 2013

(Unaudited)

Note 56 – Related Party Transaction:

The Company issued 2,500,000 shares of common stock to its founder and director for a cash consideration of $100 on July 23, 2010.

The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

The Company has little need for office space, therefore, does not own or lease property or lease office space. The office space used by the Company was arranged by the founder of the Company to use at no charge. Management will assess the valuation of the utilized space at such time that the activities and utilization of the facilities become material.

The above terms and amounts are not necessarily indicative of the terms and amounts that would have been incurred had comparable transactions been entered into with independent parties.

Note 67 – Capital Equity:

The Company has two classes of stock:

Preferred shares: 1,000,000 shares authorized, par value $.01. Preferred shares have 100 votes per common stock equivalent. There have been no preferred shares issued to date.

Common shares: 100,000,000 shares authorized, par value $.001. Each common share has 1 vote per share. There have been 4,500,000 shares issued to date.

Note 78 – ~~Recently~~Financial ~~Issued~~ Accounting ~~Pronouncements~~Developments:

~~From~~Recently ~~time~~Issued toAccounting time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.Pronouncements

~~Except~~Accounting ~~for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered~~ standards, ~~the FASB~~that ~~Accounting~~have ~~Standards~~been ~~Codification™ (“ASC”)~~issued isor ~~the~~proposed ~~sole source of authoritative GAAP literature recognized~~ by the FASB ~~and~~or ~~applicable~~other tostandards-setting ~~the~~bodies ~~Company. Management~~that ~~has~~do ~~reviewed~~not ~~the~~require ~~aforementioned~~adoption ~~rules~~until ~~and~~a ~~releases~~future ~~and~~date ~~believes~~are ~~any~~not ~~effect~~expected ~~will~~to ~~not~~ have a material impact on the Company'’s ~~present or future~~ financial statements upon adoption.

Note 9 – Subsequent Events:

The Company has evaluated subsequent events through the date the financial statements were issued to assess the need for potential recognition or disclosure in this report. Based upon this evaluation, management determined that all subsequent events that require recognition in the financial statements have been included.

FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any or our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

increased competitive pressures from existing competitors and new entrants;

our ability to raise adequate working capital;

deterioration in general or regional economic conditions;

adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

loss of customers or sales weakness;

inability to achieve sales levels or other operating results;

the unavailability of funds for capital expenditures; and

operational inefficiencies.

For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Factors That May Affect Our Results of Operations” in this document.

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

~~The~~Note ~~following~~Regarding ~~discussion~~Forward ~~and~~Looking ~~analysis should be read in conjunction with our financial statements and the notes thereto contained elsewhere in this filing~~Statements.

~~Background~~This ~~Overview~~quarterly report on Form 10-Q of PDK CORP for the period ended April 30, 2013, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition, involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management's Discussion and Analysis of Financial Condition and Results of Operations

~~PDK~~contain ~~Energy~~forward-looking ~~Inc~~statements. ~~was~~Where, ~~incorporated~~in onany ~~July~~forward-looking 23statement, ~~2010~~the inCompany ~~the~~expresses ~~State~~an ofexpectation ~~Mississippi.~~or Webelief ~~commenced~~as ~~operations~~to infuture ~~July~~results ~~2010. PDK~~or ~~Energy~~events, ~~Inc.~~such expectation or belief is aexpressed ~~development~~in ~~stage~~good ~~company~~faith ~~focused~~and onbelieved ~~developing~~to have a reasonable basis, ~~marketing~~but ~~and~~there ~~distributing~~can ~~unique~~be ~~beverage~~no ~~brands~~assurance ~~for~~that the ~~youth~~statement ~~and~~of ~~energy~~expectation ~~drink~~or ~~markets~~belief will result or be achieved or accomplished.

~~Our~~The ~~product~~following isare ~~called~~factors ~~Gogoplata~~that ~~Energy~~could ~~Drink.~~cause Itactual isresults ~~our~~or ~~intention~~events to ~~direct~~differ ~~any~~materially ~~marketing~~from those anticipated, and ~~sales~~include ~~efforts~~but ~~towards~~are ~~the~~not ~~youth~~limited ~~market~~to: ~~seeking~~general aneconomic, ~~alternative~~financial toand ~~traditional~~business ~~carbonated~~conditions; ~~beverages~~changes ~~such~~in asand ~~Coca-Cola,~~compliance ~~Mountain~~with ~~Dew,~~governmental orregulations; ~~Red~~changes ~~Bull.~~in tax laws; and the costs and effects of legal proceedings.

~~The~~You ~~term~~should not rely on forward-looking statements in this quarterly report. This quarterly report contains forward-looking statements that involve risks and uncertainties. We use words such as “~~Gogoplata~~anticipates,” ~~represents~~“believes,” ~~identification~~“plans,” ~~with~~“expects,” ~~the~~“future,” ~~growing~~“intends,” ~~sport~~and ofsimilar ~~mixed~~expressions ~~martial~~to ~~arts~~identify these forward-looking statements. AProspective ~~gogoplata~~investors isshould annot ~~aggressive~~place ~~finishing~~undue ~~move~~reliance inon ~~Brazilian~~these ~~jiu~~forward-~~jitsu~~looking statements, which isapply ~~one~~only as of the ~~cornerstone~~date ~~disciplines~~ of ~~modern~~this ~~mixed~~report. ~~martial~~Our ~~arts~~actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by PDK ENERGY INC. For example, a few of the uncertainties that could affect the accuracy of forward-looking statements include:

~~Since~~(a) ~~our~~an ~~inception~~abrupt economic change resulting in an unexpected downturn in demand; (b) governmental restrictions or excessive taxes on ~~July~~land; ~~23,~~(c) ~~2010~~over-abundance ~~through~~of ~~January~~companies ~~31,~~developing ~~2013,~~commercial weproperties ~~have~~to ~~not~~lease ~~generated~~space ~~any~~or ~~revenues~~sell ~~and~~the ~~have~~developed ~~incurred~~building; a(d) ~~net~~economic ~~loss~~resources to support the development of ~~$31,859.~~our projects;

~~Since~~(e) ~~inception~~expansion plans, weaccess ~~have developed our business concept which involves energy drinks targeted~~ to ~~young~~potential ~~males.~~clients, Weand ~~have~~advances ~~secured~~in atechnology; ~~contract~~and ~~manufacturer~~(f) tolack ~~produce~~of ~~our~~working ~~first~~capital ~~product,~~that ~~Gogoplata~~could ~~Energy~~hinder ~~and we have secured~~ the ~~domain~~land ~~name,~~acquisition ~~drinkgogoplata.com~~for todevelopment ~~promote~~of ~~and sell~~ our ~~first product~~projects.

AsFinancial ofinformation ~~the~~provided ~~date~~in wethis ~~have~~Form ~~only~~10-Q, ~~one~~for ~~officer~~periods ~~and~~subsequent ~~director~~to ~~acting~~April as30, ~~our sole employee~~2013, ~~who~~is wepreliminary ~~anticipate~~and ~~devoting~~remains ~~only~~subject ~~a small portion of his time~~ to ~~the company going forward~~audit. ~~Additionally~~As such, ~~even~~this ~~with~~information ~~the~~is ~~sale~~not offinal ~~securities~~or ~~offered hereby~~complete, weand ~~will~~remains ~~not~~subject ~~have the financial resources needed~~ to ~~hire~~change, ~~additional~~possibly ~~employees or meaningfully expand our business~~materially. ~~We anticipate operating losses for at least the next 12 months.~~

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

~~PLAN~~The OFfollowing ~~OPERATIONS~~management’s discussion, analysis of financial condition should be read in conjunction with our financial statements and notes thereto contained elsewhere in this report.

WeOur ~~intend~~Business to develop, market, and distribute unique beverage brands and products that are positioned for the youth and energy drink markets and are targeted to the growing category of lifestyle, nonalcoholic beverages. Overview

WeBackground ~~intend to produce our energy drink products in the United States utilizing independent contract manufacturers. Currently we have no agreements with any contract manufacturers to produce our products.~~ Overview

~~Teens~~PDK ~~and~~Energy ~~young~~Inc. ~~adults,~~was ~~specifically~~incorporated ~~young~~on ~~males~~July 23, ~~are~~2010 in the ~~target~~State ~~for~~of ~~our products~~Mississippi. We ~~intend~~commenced tooperations ~~identify~~in ~~with~~July a2010. PDK ~~popular~~Energy ~~lifestyle~~Inc. ~~trend~~is ~~for~~a ~~this~~development ~~demographic~~stage ~~group~~company tofocused ~~position~~on ~~our~~developing, ~~beverage~~marketing ~~products.~~and ~~Gogoplata~~distributing ~~Energy~~unique isbeverage ~~influenced~~brands byfor the ~~extremely~~youth ~~popular~~and ~~sport~~energy ofdrink ~~mixed martial arts~~markets.

WeOur ~~intend~~product tois ~~use~~called ~~eye~~Gogoplata ~~catching~~Energy ~~graphics,~~Drink. ~~authentic~~It ~~designs~~is ~~that~~our ~~are~~intention ~~specifically related~~ to ~~the~~direct ~~lifestyle~~any ~~segment~~marketing ~~that~~and wesales ~~intend~~efforts totowards ~~address. We will also attempt to price our products at~~ the ~~lower~~youth ~~end~~market ofseeking ~~the~~an ~~pricing~~alternative ~~spectrum~~to ~~for~~traditional ~~energy~~carbonated ~~drinks~~beverages tosuch ~~appeal~~as toCoca-Cola, ~~the~~Mountain ~~broadest~~Dew, ~~possible~~or ~~audience~~Red Bull.

WeThe ~~also~~term ~~anticipate~~“Gogoplata” ~~that~~represents wean ~~will~~identification ~~develop~~with ~~our~~the ~~beverage~~growing ~~products~~sport ~~using~~of ~~only~~mixed ~~natural~~martial ~~ingredients~~arts. WeA ~~believe~~gogoplata ~~that~~is ~~this~~an ~~will~~aggressive ~~distinguish~~finishing ~~our~~move ~~products from others~~ in ~~the~~Brazilian ~~marketplace~~jiu-jitsu ~~and~~which ~~will~~is ~~allow~~one ~~for an added value to the consumer. Some~~ of the ~~energy~~cornerstone ~~ingredients~~disciplines inof ~~the~~modern ~~variety~~mixed ofmartial ~~energy~~arts. ~~drinks include:~~

•Since our inception on July 23, 2010 through April 30, 2013, we have not generated any revenues and have incurred a net loss of $34,192.

~~Royal~~Since ~~Gelly~~inception, ~~(Honey~~we ~~bee~~have ~~byproduct)~~developed our business concept which involves energy drinks targeted to young males. We have secured a contract manufacturer to produce our first product, Gogoplata Energy and we have secured the domain name, drinkgogoplata.com to promote and sell our first product.

•As of the date we have only one officer and director acting as our sole employee, who we anticipate devoting only a small portion of his time to the company going forward. Additionally, even with the sale of securities offered hereby, we will not have the financial resources needed to hire additional employees or meaningfully expand our business. We anticipate operating losses for at least the next 12 months.

~~Ginseng~~. ~~(Herbal root very popular in Asia)~~

•Results of Operations – Continuing Operations

~~Ashwaganda~~Operating ~~(Member~~expenses ofwere $2,217, $3,517, $2,560, and $18,023 for the ~~pepper~~three ~~family~~and ~~also~~nine ~~known~~months asended ~~Indian~~April ~~ginseng)~~30, 2013 and 2012, respectively. The decrease was due to general and administration expenses decrease.

•Liquidity & Capital Resources

~~Horny~~The ~~Goat~~Company ~~Weed~~had ~~(Chinese~~cash ~~plant)~~of $64, and accumulated deficit of $34,192.

•For the nine months ended April 30, 2013 and 2012, net cash used by operating activities was $2,917 and $15,723, respectively. During the nine months ended April 30, 2013 and 2012, there were no cash flows from investing activities and $600 and $ 18,996 of cash inflows from financing activities, resulting from advances from a current stockholder in purchases of Common Stock, respectively.

~~Skullcap~~We ~~(North~~anticipate ~~American~~that ~~perennial~~our ~~herb)~~future liquidity requirements will arise from the need to fund our growth from our new operations, pay debt obligations and future capital expenditures. The primary sources of funding for such requirements are expected to be cash generated from new operations and raising additional funds from private sources and/or debt financing. However, we can provide no assurances that we will be able to generate sufficient cash flow from operations and/or obtain additional financing on terms satisfactory to us, if at all, to remain a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability.

•Critical Accounting Policies and Estimates

~~White~~The ~~Willow~~policies ~~(North~~discussed ~~American~~below ~~tree~~are ~~bark,~~considered ~~natural~~by ~~alternative~~our management to ~~aspirin)~~be critical to an understanding of our financial statements because their application places the most significant demands on our management’s judgment, with financial reporting results relying on our estimation about the effect of matters that are inherently uncertain. Specific risks for these critical accounting policies are described below. For these policies, our management cautions that future events rarely develop as forecasted, and that best estimates may routinely require adjustment.

•The SEC has issued cautionary advice to elicit more precise disclosure about accounting policies management believes are most critical in portraying our financial results and in requiring management’s most difficult subjective or complex judgments.

~~Black~~The ~~Seed~~preparation ~~(Ancient~~of ~~herbal~~financial ~~remedy~~statements in ~~Asia~~conformity with accounting principles generally accepted in the United States requires management to make judgments and estimates. On an ongoing basis, ~~Africa~~we evaluate our estimates, the most significant of which include establishing allowances for doubtful accounts and determining the ~~Middle~~recoverability ~~East)~~of our long-lived tangible and intangible assets. The basis for our estimates are historical experience and various assumptions that are believed to be reasonable under the circumstances, given the available information at the time of the estimate, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from the amounts estimated and recorded in our financial statements.

•We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements:

~~Guarana~~Basis ~~(Fruit~~of ~~vine~~Presentation. ~~found~~The inCompany ~~Amazon~~prepares ~~Basin~~its financial statements in conformity with agenerally ~~powerful~~accepted ~~caffeine~~accounting ~~bean)~~principles in the United States of America. These principles require 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. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.

~~Taurine~~Fair (AValue ~~naturally~~Instruments. ~~occurring~~The ~~acid)~~Company’s balance sheets include the following financial instruments: cash, assets and liabilities of discontinued operations, and notes payable to shareholder. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. The carrying value of the loan from stockholder approximates fair value based on borrowing rates currently available to the Company for instruments with similar terms and remaining maturities.

~~Products~~Income Taxes.

~~Our Gogoplata~~The ~~Energy~~Company ~~brand~~accounts ~~will~~for ~~be directed~~income totaxes ~~consumers~~under ~~who~~FASB ~~prefer~~Codification ~~energy~~Topic ~~beverage~~740 ~~products~~which torequires ~~traditional~~use ~~carbonated~~of ~~soft~~the ~~drinks~~liability ~~such~~method. asTopic ~~Coca-Cola®,~~740 ~~Pepsi®~~provides that deferred tax assets and ~~7-Up®.~~liabilities ~~The~~are ~~energy~~recorded ~~beverage~~based ~~category~~on isthe ~~attractive~~differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purpose, referred to usas ~~because~~temporary wedifferences. ~~believe~~Deferred ~~that~~tax weassets ~~will~~and beliabilities ~~able~~at the end of each period are determined using the currently enacted tax rates applied to ~~develop~~taxable ~~niche~~income ~~products~~in ~~for~~the ~~specific~~periods ~~groups~~in which the deferred tax assets and ~~will~~liabilities beare ~~able~~expected to ~~market~~be ~~more~~settled ~~effectively~~or realized. A valuation allowance may be applied against the net deferred tax due to the uncertainty of its ultimate realization.

WeOff-Balance ~~currently~~Sheet ~~have samples of are energy drink product.~~ Arrangements

~~Our~~We ~~first~~have ~~product~~made isno ~~named~~off-balance ~~“Gogoplata~~sheet ~~Energy”.~~arrangements Itthat ishave ~~designed~~or toare ~~appeal~~reasonably likely to have a ~~consumer~~current ~~that~~or ~~wants~~future aneffect ~~energy~~on ~~drink~~our ~~that~~financial iscondition, ~~identified~~changes ~~with~~in ~~the~~financial ~~sport~~condition, revenues or expenses, results of ~~mixed~~operations, ~~martial~~liquidity, ~~arts~~capital expenditures or capital resources that is material to investors.

WeItem ~~intend~~3. toQuantitative ~~develop other products targeting other consumer needs in the energy drink category such as intense energy, sugar free,~~ and ~~organic.~~Qualitative WeDisclosures ~~currently~~About ~~have~~Market ~~not expanded beyond these concepts at this time~~Risk.

~~Sales,~~We ~~Marketing~~are a Smaller Reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and ~~Distribution~~are not required to provide the information under this item.

~~Our~~Item ~~sales and marketing strategy anticipates focusing our efforts on developing brand awareness and trial through sampling both in stores and at events~~4. WeControls ~~expect to employ a “PUSH” - “PULL” promotional~~ and ~~advertising strategy to build brand awareness, generate trial/sampling purchases and gain distribution of Gogoplata Energy~~Procedures. Our planned three stage “go-to-market” approach first educates the consumer about the product through a combination of grassroots marketing and public relations initiatives, then makes the product readily available with direct and three-tier distribution, and finally implement programs to motivate consumers to buy Gogoplata Energy.

~~“PUSH,”~~(a) ~~or “getting the product on the shelf,” provides the programs necessary to gain distribution and secure product placement on retailer~~Management’s ~~limited~~Conclusions ~~shelves~~Regarding ~~and/or~~Effectiveness ~~nightclub’s back bar-space. It consists~~ of ~~customer~~Disclosure ~~marketing~~Controls ~~funds designed to support the customer’s best promotional~~ and consumption building vehicles, as well as employee incentive and training programs, while providing materials that clearly communicate Gogoplata Energy’s s key brand benefit: “Gogo Energy when you need it mostProcedures.” These materials consist of a variety of “communication messages,” including those listed above as well as shelf and cooler signs, neck hangers, window banners, floor displays with header cards, table tents, menus, back bar pieces and logo apparel. We intend to budget approximately 10% of our gross sales as a contribution to these customer marketing funds, as well as provide participation with our distributors by matching funds (i.e., we provide $1.00 per case and the distributor provides $1.00 per case; together, we contribute $2.00 towards the customers’ best promotional vehicles).

~~“PULL,”~~The ormanagement ~~getting~~of the ~~product~~Company ~~“off-the-shelf”~~is ~~and~~responsible ~~into~~for ~~the~~establishing ~~hands~~and ofmaintaining ~~happy~~adequate ~~consumers,~~internal ~~answers~~control ~~the~~over ~~biggest~~financial ~~question~~reporting. ~~posed~~The byCompany’s ~~buyers:~~internal ~~“What~~control ~~are~~over ~~you~~financial ~~doing~~reporting tois ~~drive~~a ~~consumers~~process ~~into~~designed myunder ~~store~~the tosupervision ~~purchase~~of ~~your~~the ~~product?”~~Company’s ~~Pull~~Chief ~~programs~~Executive ~~are~~Officer ~~designed to entice~~ and ~~educate~~Chief ~~consumers,~~Financial ~~while~~Officer ~~motivating them~~ to ~~sell~~provide orreasonable ~~purchase~~assurance ~~our~~regarding ~~product.~~the ~~Various~~reliability ~~Pull~~of ~~programs~~financial ~~include~~reporting ~~advertising~~and ~~directed towards~~ the ~~consumer~~preparation ~~(print,~~of ~~radio,~~the ~~TV,~~Company’s ~~internet,~~financial ~~direct~~statements ~~mail,~~for ~~etc.),~~external ~~instant~~purposes ~~redeemable or mail-~~in ~~coupons,~~accordance ~~mail-in money back rebates, retailer loyalty programs, co-branding~~ with ~~complementary products, and wet sampling events~~U.S. Wegenerally ~~will~~accepted ~~employ~~accounting ~~all of the above, budgeting an additional 10% to support these programs that reach our targeted audience~~principles.

~~The~~With ~~following~~respect ~~are~~to athe ~~sample~~period ofending ~~the~~April ~~creative~~30, ~~approaches~~2013, under the supervision and ~~tactics~~with the participation of our management, we ~~may~~conducted ~~use~~an toevaluation ~~build~~of the effectiveness of the design and operations of our ~~brands:~~disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934.

~~Media~~Based ~~advertisements~~upon ~~(newspaper~~our evaluation regarding the period ending April 30, 2013, the Company’s management, including its Chief Executive Officer and ~~magazine)~~Chief Financial Officer, has concluded that ~~will~~its bedisclosure ~~placed~~controls ~~with~~and procedures were not effective due to the ~~advice~~Company’s limited internal resources and lack of ~~media~~ability ~~buying~~to ~~professionals;~~have multiple levels of transaction review. Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.

~~Improved~~The ~~electronic~~Company’s ~~presence~~disclosure ~~(enhanced~~controls ~~website~~and procedures are designed to provide reasonable assurance of achieving their objectives. However, the Company’s management, including its Chief Executive Officer and ~~e-mail~~Chief ~~communication);~~Financial Officer, does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are

~~In-store~~resource ~~sales~~constraints, ~~promotions;~~and the benefit of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

~~Targeted~~(b) ~~sponsorship~~Changes ~~and~~in ~~sampling~~Internal ~~of brand-building events such as extreme sports and mixed martial arts;~~Controls.

OnThere ~~premise~~have ~~marketing~~been ~~with~~no changes in the ~~Gogoplata~~Company’s ~~Energy~~internal ~~model~~control ~~team.~~over financial reporting during the period ended April 30, 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial report

~~Seasonality~~.

We PART ~~believe~~II ~~that~~– ~~sales~~OTHER of ready-to-drink beverages are somewhat seasonal, with the second and third calendar quarters accounting for the highest sales volumes. The volume of sales in the beverage business may be affected by weather conditions. Sales of our beverage products may become increasingly subject to seasonal fluctuations. Quarterly fluctuations may also be affected by other factors, including the introduction of new products, the opening of new markets where temperature fluctuations are more pronounced, the addition of new bottlers and distributors, changes in the mix of sales of our finished products and changes in and/or increased advertising, marketing and promotional expenses.INFORMATION

~~Competition~~Item 1. Legal Proceedings.

~~The beverage industry is highly competitive~~None. The principal areas of competition are pricing, packaging, development of new products and flavors, and marketing campaigns. Our product competes with a wide range of drinks produced by a relatively large number of manufacturers, most of which have substantially greater financial, marketing, and distribution resources than we do.

ItItem is1A. ~~our~~Risk ~~estimate that important factors affecting our ability to compete successfully include:~~Factors.

We believe there are no changes that constitute material changes from the ~~taste~~risk ~~and~~factors ~~flavor~~previously ofdisclosed ~~our~~in ~~products;~~the Company’s 2012 Annual Report filed on Form 10-K.

~~trade~~Item 2. Unregistered Sales of Equity Securities and ~~consumer~~Use ~~promotions;~~of Proceeds.

~~rapid~~During ~~and~~the ~~effective~~nine ~~development~~month ofperiod ~~new~~ending April 30, ~~unique~~2013, ~~cutting-edge~~the ~~products;~~Company did not issue any unregistered shares of its common stock.

~~attractive~~Item ~~and~~3. ~~different~~Defaults ~~packaging;~~Upon Senior Securities

~~branded product advertising; and pricing~~None.

WeItem also expect to compete for distributors who will concentrate on marketing our products over those of our competitors, provide stable and reliable distribution, and secure adequate shelf-space in retail outlets4. ~~Competitive~~Mining ~~pressures~~Safety in the alternative, energy, and functional beverage categories could cause our products to be unable to gain market share and we could experience price erosion, which could have a material adverse effect on our business and resultsDisclosures.

We compete not only for consumer acceptance, but also for maximum marketing efforts by multi-brand licensed bottlers, brokers and distributors, many of which have a principal affiliation with competing companies and brandsNone. Our product competes with all liquid refreshments and with products of much larger and substantially better-financed competitors, including the products of numerous nationally and internationally known producers such as The Coca-Cola Company, PepsiCo, Inc., Cadbury Schweppes plc, Red Bull Gmbh, Kraft Foods, Inc., Nestle

~~Beverage~~Item ~~Company, Tree Top, Inc~~5., ~~and~~Other ~~Ocean Spray Cranberries, Inc~~Information. We also compete with companies that are smaller or primarily local in operation. Our products also compete with private label brands such as those carried by grocery store chains, convenience store chains and club stores.

~~Intellectual Property~~None.

WeItem ~~rely on common law rights to our trademark “Gogoplata Energy” The common law rights protect the use of this mark used to identify our product~~6. Exhibits ~~It is possible that our competitors will adopt product or service names similar to ours, thereby impeding our ability to build brand identity~~ and ~~possibly~~Reports ~~leading to customer confusion. Our inability to protect our trade name will have a material adverse effect~~ on ~~our~~Form ~~business, results of operations, and financial condition. We also rely on trade secrets and proprietary know~~8-~~how to protect our concepts~~K. However, such methods may not afford complete protection, and there can be no assurance that others will not independently develop similar know-how or obtain access to our know-how and concepts. There can be no assurance that we will be able to adequately protect our trade secrets. Third parties may assert infringement claims against us or against third parties upon whom we rely and, in the event of an unfavorable ruling on any claim, we may be unable to obtain a license or similar agreement to use trade secrets that we rely upon to conduct our business.

~~FACTORS THAT MAY AFFECT OUR FUTURE OPERATING RESULTS~~Exhibits

We are subject to various risks which may materially harm our business, financial condition and results of operations. You should carefully consider the risks and uncertainties described below and the other information in this filing before deciding to purchase our common stock. If any of these risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed.

Exhibit number		Exhibit description

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act

32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act

~~THERE IS SUBSTANTIAL UNCERTAINTY ABOUT OUR ABILITY TO CONTINUE OUR OPERATIONS AS A GOING CONCERN~~SIGNATURES

~~Risks~~Pursuant ~~Relating~~to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to ~~Our~~be ~~Business~~signed on its behalf by the undersigned, thereunto duly authorized.

~~Our~~PDK ~~limited~~Energy ~~operating history may not serve as an adequate basis to judge our future prospects and results of operations~~Inc.

WeBy:/s/ ~~have~~Eric a relatively limited operating history and no history as a public reporting company. Such limited operating history and the unpredictability of the beverage industry makes it difficult for investors to evaluate our businesses and future operating results. An investor in our securities must consider the risks, uncertainties, and difficulties frequently encountered by companies in new and rapidly evolving markets. The risks and difficulties we face include challenges in accurate financial planning as a result of limited historical data and the uncertainties resulting from having had a relatively limited time period in which to implement and evaluate our business strategies as compared to older companies with longer operating histories.Joffe

~~Our~~Eric ~~independent auditor has expressed substantial doubt about our ability to continue as a going concern~~Joffe, ~~which may hinder our ability to obtain future financing.~~President,

InChief ~~their~~Executive ~~report~~Officer dated September 14, 2012 our registered public accounting firm stated that our financial statements for the year ended July 31, 2012 were prepared assuming that we would continue as a going concern, and that they have substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is subject to our ability to generate a profit, as we have experienced net operating losses since inception. Our continued net operating losses and our auditors’ doubts may hinder our ability to secure financing in the future and our efforts to continue as a going concern may not prove successful.

~~Increased~~Chief ~~competition~~Financial ~~could~~Officer ~~hurt our business.~~

~~The~~Date: ~~beverage~~June ~~industry is highly competitive. The principal areas of competition are pricing~~12, packaging, development of new products and flavors, and marketing campaigns. Our products compete with a wide range of drinks produced by a relatively large number of manufacturers, most of which have substantially greater financial, marketing, and distribution resources than we do.2013

Important factors affecting our ability to compete successfully include:

the taste and flavor of products; trade and consumer promotions;

rapid and effective development of new, unique cutting-edge products;

attractive and different packaging;

branded product advertising; and

pricing.

Our product competes with all liquid refreshments and with products of much larger and substantially better financed competitors, including the products of numerous nationally and internationally known producers such as The Coca-Cola Company, PepsiCo Inc., Cadbury Schweppes plc, Red Bull Gmbh, Kraft Foods Inc., Nestle Beverage Company, Tree Top, Inc., and Ocean Spray Cranberries, Inc. We also compete with companies that are smaller or primarily local in operation and with private label brands such as those carried by grocery store chains, convenience store chains and club stores. There can be no assurance that we will not encounter difficulties in maintaining our current revenues or market share or position due to competition in the beverage industry. If our revenues decline, our business, financial condition, and results of operations could be adversely affected.

If consumer preferences shift, there may be reduced demand for our products.

Our future success will depend, in part, upon our continued ability to develop and introduce different and innovative beverages. In order to retain and expand our market share, we must continue to develop and introduce different and innovative beverages and be competitive in the areas of quality and health, although there can be no assurance of our ability to do so. There is no assurance that consumers will purchase our product.

Increased consumer awareness of health concerns regarding soft drinks may affect sales of our products.

There is increasing awareness and concern for the health consequences of obesity. Our product contains sugar naturally occurring from a blend of seven natural fruit juices. Since we do not offer a diet beverage, this could affect our profitability.

We have no products and we cannot guarantee we will ever have any. Even if we develop a product, there is no assurance that we will make a profit.

We do not have a product. We cannot guarantee we ever will have one. Even if we develop a product, there is no guarantee that we will be able to sell it successfully. If we are unable to sell our product, we will have to suspend or cease operations.

We depend on contract Manufacturers that may not be available

We do not directly manufacture our product, but instead except to outsource such manufacturing to bottlers and other contract packers. Although our production arrangements are expected to be generally of short duration or are terminable upon request, in the event of a disruption or delay, we may be unable to procure alternative packing facilities at commercially reasonable rates and/or within a reasonably short time period.

We except to rely on contract manufactures to manufacture our products. If we are unable to secure and then maintain good relationships with our contract manufactures and/or their ability to manufacture our products becomes constrained or unavailable to us, our business could suffer.

We may not predict the market for our products accurately.

We may not accurately estimate the demand for our products, as our ability to do so may be imprecise, particularly since Gogoplata Energy is a new product, and may be less precise during periods of rapid growth, particularly in new markets. If we materially underestimate the demand for our product or are unable to secure sufficient ingredients or raw materials including, but not limited to, glass bottles, labels, fruit pulp concentrates, fruit juice concentrates or packing arrangements, we might not be able to satisfy the demand on a short-term basis.

Significant changes in government regulation may hinder sales.

The production, distribution and sale in the United States of our products is subject to the Federal Food, Drug and Cosmetic Act and various other federal, state, and local statutes and regulations applicable to the production, transportation, sale, safety, advertising, labeling, and ingredients of our product. New statutes and regulations may also be instituted in the future. If a regulatory authority finds that a current or future product or production run is not in compliance with any of these regulations, we may be fined, or our product may have to be recalled and/or reformulated and/or repackaged, thus adversely affecting our financial condition and operations. Certain cities and states have also proposed or enacted taxes on soft drinks which may affect the market for our products.

In the event that we are unable to successfully project demand for our product and maintain sufficient inventory levels, we may not be able to achieve profitable operations.

If we do not maintain sufficient inventory levels or if we are unable to deliver our products to our customers in sufficient quantities, or if our retailer’s inventory levels are too high, our operating results will be adversely affected.

If we do not accurately anticipate the future demand for a particular product or the time it will take to obtain new inventory, our inventory levels will not be appropriate and our results of operations may be negatively impacted. If we fail to meet our delivery schedules, we could damage our relationships with distributors and/or retailers, increase our shipping costs or cause sales opportunities to be delayed or lost. In order to be able to deliver our products on a timely basis, we need to maintain adequate inventory levels of the desired products. If the inventory of our products held by our distributors and/or retailers is too high, they will not place orders for additional products, which would unfavorably impact our future sales and adversely affect our operating results.

Risks related to our management

Our Management has no experience in the beverage industry

Mr. Joffe, our sole officer and director, has no experience in framing an energy drink business and no experience in the beverage industry. The lack of experience in the industry could impact our return on investment, if any.

As a result of our reliance on Mr. Joffe, his lack of experience in developing an Energy Drink, our investors are at risk in losing their entire investment. Mr. Joffe intends to hire personnel in the future, when sufficiently capitalized, who may have the experience required to manage our company, such management is not anticipated until the occurrence of future financing. Since this offering will not sufficiently capitalize our company, future offerings will be necessary to satisfy capital needs. Until such future offering occurs, and until such management is in place, we are reliant upon Mr. Joffe to make the appropriate management decisions.

Mr. Joffe is involved with other interests and there can be no assurance that he will continue to provide services to us. Mr. Joffe’s limited time devotion, less than 20 hours per month, to PDK

Energy could have the effect on our operations of preventing us from being a successful business operation, which ultimately could cause a loss of your investment.

As compared to many other public companies, we do not have the depth of managerial or technical personnel. Mr. Joffe is currently involved in other businesses, which have not, and are not expected in the future to interfere with Mr. Joffe’s ability to work on behalf of our company. Mr. Joffe may in the future be involved with other businesses and there can be no assurance that he will continue to provide services to us. Mr. Joffe will devote only a portion, less than 20 hours per month, of his time to our activities. As our sole officer and director, decisions are made at his sole discretion and not as a result of compromise or vote by members of a board.

We are highly dependent on our sole officer and director to operate and manage the Company as he is currently the Company’s only officer and director as well as employee. Loss of Mr. Joffe could result in our operations halting.

The success of the Company's business is highly dependent upon the services, efforts and abilities of Eric Joffe, the Company's President and Chief Executive Officer. The business of the Company could be materially and adversely affected by the loss of any of Mr. Joffe. The Company does not maintain key man life insurance on the life of Mr. Joffe. The Company does not have any employment agreement with Mr. Joffe.

Our results of operations may fluctuate due to seasonality.

Our sales are subject to seasonality. For example, we typically experience higher sales in summer time in coastal cities while sales remain constant throughout the entire year in some inland cities. In general, we believe our sales will be higher in the second and third quarter of the year when the weather is hot and dry, and lower in the fourth and first quarter of the year when the weather is cold and wet. Sales peak during the months from June to September. Sales can also fluctuate during the course of a financial year for a number of other reasons, including the timing of advertising and promotional campaigns. As a result of these reasons, our operating results may fluctuate. In addition, the seasonality of our results may be affected by other unforeseen circumstances, such as production interruptions. Due to these fluctuations, comparison of sales and operating results between the same periods within a single year, or between different periods in different financial years, are not necessarily meaningful and should not be relied on as indicators of our performance.

Risks Relating to Our Organization

We are controlled by a principal stockholder

Eric Joffe, our majority shareholder, owns a significant percentage of our common stock and will be able to exercise significant influence over PDK’s affairs.

Eric Joffe beneficially owns approximately 2,500,000 of our outstanding shares of common stock, or approximately 56% of our common stock. As such, Eric Joffe has a substantial impact

on matters requiring the vote of the stockholders, including the election of our directors and most of our corporate actions. This control could delay, defer, or prevent others from initiating a potential merger, takeover or other change in our control, even if these actions would benefit our stockholders and us. This control could adversely affect the voting and other rights of our other stockholders and could depress the market price of our common stock.

Item 3. Controls and Procedures.

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective, as of January 31, 2013, in ensuring that material information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.

Changes in Internal Control over Financial Reporting

There were no changes in our system of internal controls over financial reporting during the three months ended January 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings.

None.

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

None

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mining Safety Disclosures.

None.

Item 5.

Other Information.

None.

Item 6.

Exhibits and Reports on Form 8-K.

Exhibits

Incorporated by reference

Exhibit

number

Exhibit description

Filed

herewith

Form

Certification pursuant to Section 302 of the Sarbanes-Oxley Act

Certification pursuant to Section 906 of the Sarbanes-Oxley Act

SIGNATURES

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

PDK Energy Inc.

By:/s/ Eric Joffe

Eric Joffe, President,

Chief Executive Officer

Chief Financial Officer

Date: March 5, 2013

Filing Compare · PDK ENERGY INC.