UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 5, 2010
GULFSTAR ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 333-151398 02-0511381
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(State or other jurisdiction of (Commission File (IRS Employer Identification
incorporation) Number) Number)
8950 Scenic Pine Drive, Suite 100, Parker, CO 80134
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(Address of Principal Executive Offices) (Zip Code)
(303)794-4398
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Registrant's telephone number, including area code
Bedrock Energy, Inc.
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)
SECTION 2 - FINANCIAL INFORMATION
Item 2.01 - Completion of Acquisition or Disposition of Assets
On May 5, 2010, Bedrock Energy, Inc. (nka Gulfstar Energy Corporation) (the
Company) entered into Share Exchange Agreement (Share Agreement) with Talon
Energy Corporation (Talon). Talon is a Florida company engaged in activities in
the oil and gas industry.
The Share Agreement provides for the Company to issue 3,500,000 post-split
shares of its restricted common stock to the shareholders of Talon in exchange
for the issued and outstanding shares of Talon. After the exchange of such
shares the Company will own 100% of the issued and outstanding stock of Talon.
The closing of the acquisition of Talon is contingent upon the delivery of
audited financial statements of Talon and the issuance and delivery of the
common stock of the Company and Talon.
SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities.
Issuances of Common Stock
As a result of the Share Exchange Agreement, executed on May 5, 2010, the
Company will issue 3,500,000 shares of its post- split restricted common stock
to the shareholders of Talon. As a result of the issuance of the 3,500,000
post-split shares, the Company will have approximately 4,180,690 post-split
shares of common stock issued and outstanding.
The Company agreed to compensate Messers. Nichols and Sears for the their
services for the first three months of 2010 by issuing 52,500 shares of the
Company's restricted common stock, each.
At May 5, 2010, the Company owed Messesrs. Nichols and Sears amounts of $2,000,
each. As payment of theses debts, the Company issued 2,500 post-split shares of
its restricted common stock to each.
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Item 3.03 - Material Modification to the Rights of Shareholders
Reverse Split
On May 5, 2010, the Board of Directors of the Company and a majority of the
Company's stockholders approved a reverse split of the Company's issued and
outstanding common stock on May 5, 2010 on a 1 for 8 basis. After such reverse
split, the Company's issued and outstanding common stock will be approximately
531,941 shares, prior to the issuance of shares to the shareholders of Talon.
Issuances of Common Stock
As a result of the Share Exchange Agreement, executed on May 5, 2010, the
Company will issue 3,500,000 shares of its post- split restricted common stock
to the shareholders of Talon. As a result of the issuance of the 3,500,000
post-split shares, the Company will have approximately 4,180,690 split shares of
common stock issued and outstanding.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.01 - Changes In Control of Registrant
As a result of the Share Exchange Agreement, executed on May 5, 2010, the
Company will issue 3,500,000 shares of its post- split restricted common stock
to the shareholders of Talon. As a result of the issuance of the 3,500,000
post-split shares, the Company will have approximately 4,180,690 post-split
shares of common stock issued and outstanding.
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Officers and Directors
On May 5, 2010, Messers. W. Edward Nichols and Herbert Sears, resigned as the
Chief Executive Officer and Chief Financial Officer of the Company.
Prior to their resignation, the Company agreed to compensate Messers. Nichols
and Sears for the their services for the first three months of 2010 by issuing
52,500 shares of the Company's restricted common stock, each.
At May 5, 2010, the Company owed Messesrs. Nichols and Sears amounts of $2,000
and $2,000, respectively. As payment of theses debts, the Company issued 2,500
shares of its restricted common stock to each.
On May 5, 2010, Messers. Herbert Sears resigned as a Director of the Company.
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Appointment of Officers and Directors
On May 5, 2010, Mr. Robert McCann was appointed the Chief Executive Officer and
a Director of the Company. On May 6, 2010, Mr. Stephen J. Warner was appointed a
Chief Financial Officer and Director of the Company.
Robert McCann, Chief Executive Officer and Director
Mr. McCann earned his Bachelor of Science degree in Finance from Wagner College
in 1981. From 1981 through 1984, he worked with the investment banking firm of
Donaldson, Lufkin and Jenrette. In 1984 Mr. McCann moved into the Public Finance
sector serving as the Treasurer for the City of West Palm Beach. During his
tenure there until in 1986, he was instrumental in raising funds for the city in
sewer ,water, parking General Obligation Bonds, while managing a fixed income
portfolio and acting as the custodian of the retirement funds for the
firefighters, police, and general employees pension funds.
Returning back to the private sector in 1991, Mr. McCann assisted in raising in
funds for private and public companies, often working with them in multiple
areas such as mergers and acquisitions and capital restructuring as the Managing
Partner at Continuum Capital Partners, Inc. until 2003.
Mr. McCann founded Maxim TEP in January 2004, where he has served as Founder and
Vice Chairman and the largest shareholder. The company has raised funding for
both oil and gas assets and pipeline infrastructure. Maxim has subsequently
merged with Conquest Petroleum, a public corporation.
Stephen J. Warner, Chief Financial Officer and Director
Mr. Warner was a co-founder of Crossbow Ventures a venture capital management
company in West Palm Beach, Florida. Steve served as President, Chief Executive
Officer, and co-founder of Merrill Lynch Venture Capital, Inc.
In addition, Steve served on the internal investment committees for the
selection of venture capital, leveraged buyout, research and development, real
estate, oil & gas and equipment leasing investments for Merrill Lynch
executives. Steve has also served as a U.S. Government consultant to evaluate
the American Enterprise Funds, established by the U.S. Congress to promote the
development of free enterprise and entrepreneurship in Eastern Europe.
For the past five years, Mr. Warner has served on Boards of Directors for both
public and private companies. Those public companies include Rock Energy
Resources, Dyadic International and AOI Medical. Private boards have included
Chairman of Maxim TEP, Search Transport Industries Inc. and UCT Coatings Inc.
Mr. Warner received a Bachelor of Science degree from Massachusetts Institute of
Technology (MIT) and an MBA from the Wharton School of Business, University of
Pennsylvania.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 5, 2010, the Company filed an Amendment to its Articles of Incorporation
with the Secretary of State of Colorado to change its name from Bedrock Energy,
Inc. to Gulfstar Energy, Inc.
In addition, the Company amended its Articles of Incorporation to effect the 1
for 8 reverse split of its issued and common stock on May 5, 2010, as discussed
throughout this filing.
Item 5.07 - Submission of Matters to a Vote of the Security Holders.
The Company's Articles Of Incorporation provide that any action required or
permitted by Colorado Revised Statutes to be taken at a shareholder meeting may
be taken without a meeting if the shareholders holding shares having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all of the shares entitled to vote thereon
were present and voted, consent to such action in writing.
On May 5, 2010, shareholders representing 2,244,963 pre-split common shares of
the Company's issued and outstanding stock or 52.84% of the issued and
outstanding stock through written consent approved and ratified the actions
below.
Reverse Split. Each share of issued and outstanding Common Stock as of May 5,
2010, is reverse split on a one for eight basis such that each old
share represents 1/8 of a new share. A surrender of the old share
certificate is required to be made by each shareholder, and the
stockholders records will be automatically adjusted to reflect the
reverse split. The new split adjusted share certificates will be
transmitted to the shareholders of record when old certificates are
sent into the transfer agent. Fractional shares will be rounded up to
the nearest whole share.
Name change. That the Board of Directors hereby authorized an Amendment
to the Articles of Incorporation to change the name to Gulfstar Energy
Corporation and instructs the President to make the appropriate filing
in Colorado.
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SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following is a complete list of exhibits filed as
part of this Report. Exhibit numbers correspond to the numbers in the exhibit
table of Item 601 of Regulation S-K.
Exhibit No. Description
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10.1 *Share Purchase Agreement by and between
Bedrock Energy, Inc. and Talon Energy
Corporation,
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*Filed herewith
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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, hereunto duly authorized.
GULFSTAR ENERGY, CORPORATION
By: /s/Robert McCann
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Robert McCann, Chief Executive Officer
Date: May 18, 2010