UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-K/A
                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                          Date of Report: June 30, 2010


                           GULFSTAR ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)


                                                                               
              Colorado                                 333-151398                               02-0511381
- -------------------------------------             ----------------------             ---------------------------------
  (State or other jurisdiction of                   (Commission File                   (IRS Employer Identification
           incorporation)                                Number)                                 Number)



                 3410 Embassy Drive, West Palm Beach, FL, 33401
                 ----------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (800) 820-1632
                                 --------------
               Registrant's telephone number, including area code

                              Bedrock Energy, Inc.
               8950 Scenic Pine Drive, Ste 100, Parker, CO 80134
               -------------------------------------------------
         (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,  Gulfstar Energy  Corporation ("the Company") entered into Share
Exchange Agreement (Agreement) with Talon Energy Corporation (Talon). Talon is a
Florida  Company  engaged in management  activities in the oil and gas industry.
The closing of the  acquisition  of Talon was  contingent  upon the  delivery of
audited  financial  statements  of Talon and the  issuance  and  delivery of the
common  stock of the Company and Talon.  On June 24,  2010,  the  Agreement  was
replaced by a Revised and  Amended  Share  Exchange  and  Acquisition  Agreement
providing  essentially  the same  terms  and  requiring  and  contemplating  the
delivery of a Share Exchange  Agreement for approximately 60% of Gulfstar Energy
Group LLC and closing  thereon  and  delivery of an  Acquisition  Agreement  for
approximately  40% of Gulfstar Energy Group LLC. The Agreement  provided for the
Company  to  issue  3,500,000  restricted  shares  of its  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 owns 100% of the issued and
outstanding stock of Talon.

On June 24,  2010,  the Company  entered  into and  completed  a Share  Exchange
Agreement  with Jason Sharp and Timothy  Sharp,  officers  and  shareholders  of
Gulfstar  Energy  Group,  LLC, a  Mississippi  Limited  Liability  Company,  for
approximately   60%  of  Gulfstar  Energy  Group  LLC,  for  11,659,659   shares
(restricted) of common stock of the Company.

The  Acquisition  Agreement  with  Gulfstar  Energy Group LLC,  provides for the
Acquisition of the remaining  approximately 40% of the outstanding  interests of
the LLC, but requires the  effectiveness of a Registration  Statement filed with
SEC to  register  shares for  offering  to the  individual  interest  holders of
8,340,341 shares of common stock.

As a result,  the Company now owns 60% of Gulfstar  Energy Group LLC and 100% of
Talon Energy Corporation.

The new subsidiary,  Gulfstar  Energy Group,  LLC operates a pipeline in Western
Kentucky and acts as  syndicator  of financing  for wells and as the  designated
operator for wells.  It has mineral right leases on  approximately  9,000 acres,
has acted as  syndicator  and operator of 24 natural gas wells in Kentucky,  has
built and operates a 16 mile gas pipeline and is transporting gas.

Talon will be used to manage and coordinate  financing for the pipeline business
expansion and future drilling.

The Company,  through its  subsidiaries,  is currently  focusing its operational
efforts,  initially,  on the  operation  and  continuing  construction  of  its,
pipeline gas system and  management of existing oil and gas wells and intends to
be involved  in oil and gas  operation  exploration  and  development  drilling.
Geographically,  focused on oil and  non-conventional  shale gas in the Illinois
Basin of Western Kentucky.  The Company's  strategic focus will be on lower risk
profile  income  producing  oil and gas assets that have  sizable  developmental
drilling  potential  with multiple pay zones.  The Company  intends to focus its
pipeline  development  efforts on private  producers of constrained  and shut-in
natural gas assets in Western Kentucky. The Company intends to provide producers
in its area with a turn key  solution of access to an  additional  developmental
drilling partner,  midstream management, and to provide an economical downstream
solution to move existing production towards liquidity.

                                        1






The Company  completed the  acquisition of Talon Energy  Corporation on June 29,
2010 which brings management, transactional experience and cash to the Company.

The Company  intends to leverage its assets to develop energy  prospects for its
own  account  or  co-venture  with other  companies  which can  benefit  from an
association with the Company's pipelines and management.

Gulfstar Energy Group, LLC, has constructed 16 miles of pipeline  infrastructure
with six  additional  miles of gathering  lines has connected 14 wells and is in
the process of connecting  another 24 wells to the lines. At least 50 additional
wells  are  available  to  the  pipeline  from  other  independent   owners  for
connection. Gulfstar Energy Group, LLC has pipeline operations in Kentucky which
is shipping gas to a burner tip purchaser. Gulfstar Energy Group, LLC intends to
flow gas to a Bowling Green processing plant by mid to late 2010, and will clean
and flow gas through a hot tap with Midwestern Gas  Transmission,  the Company's
transcontinental pipeline in late 2010 or early 2011.

Gulfstar Energy Group, LLC  Subsidiary: (60%)


Presently,  Gulfstar  Energy Group,  LLC  ("Gulfstar  Energy")  holds  interests
overriding  royalties  of 12.5% on 24 wells.  Neither the  Company nor  Gulfstar
Energy Group, LLC holds interest in any wells. Under a management agreement with
the working interest holders, Gulstar Energy Group, LLC syndicated the financing
of these wells,  provides  operator  services and over sees well  operation.  In
return for such  services,  the Company  receives a net revenue only interest in
the wells of 12.5%.  Gulfstar  Energy has 9,000 acres under an 87 1/2% net lease
with 10,000 acres under option. Under its proposed drilling program, the Company
has  managed  the  drilling  of 24 wells to date all of which  produce  high BTU
content gas and 5 wells which produce a total 35 BPD of 45 gravity oil. Based on
initial well production,  the Company believes further developmental work on its
existing wells is required to achieve desired gas production rates.

Location                   Gross Acres                      Net Acres
- ---------                  -----------                      ---------
Kentucky                   9,232                           8,078 (87.5%)

*There are approximately 960 acres held by production

Location          Gross Producing Wells              Net Producing Wells
- --------          ---------------------              -------------------
Kentucky          24                                 3 (12.5% Royalty)

With  approximately  300 shut in wells  within  3.5 miles of  Gulfstar  Energy's
pipelines,  the  Company  believes  it is  positioned  to be the only viable gas
gatherer in the area.  The Company  intends to contract for existing shut in gas
production at 50% of market price, and  subsequently  sell the gas downstream at
market price for its own account.

Chart Production type of Wells

Oil               Gas               Total
- ---               ---               -----
5                 24*               24

* 5 wells also produce oil.

                                        3




                                                                                                         




Plan of Operations

The Company has developed a 12 month budget, as follows in the table below

                               September 30,    December 31,      March 31,      June 30,           12 Month Total
                                   2010             2010            2011           2011
                              ---------------- ---------------- -------------- ------------- ---- --------------------
Overhead
Salaries                             $250,000         $340,000       $360,000      $380,000                $1,330,000
General and Administrative            140,000          130,000        160,000       140,000                   570,000
                              ---------------- ---------------- -------------- ------------- ---- --------------------
Total Overhead                       $390,000         $470,000       $520,000      $520,000                $1,900,000

Capital Expenditures
Pipeline/Infrastructure            $2,100,000       $1,000,000       $300,000      $900,000                $4,300,000
Drilling Costs                      1,000,000        5,250,000              -     6,250,000                12,500,000
                              ---------------- ---------------- -------------- ------------- ---- --------------------
Total Capital Expenditures         $3,100,000       $6,250,000       $300,000    $7,150,000               $16,800,000



The  Company  believes  the  advanced   technologies  of  lateral  drilling  and
fracturing costs be used to increase its production. The Company plans to design
a  recompletion  program for many of the existing wells to drill lateral legs in
the gas zones  with  subsequent  fracturing  procedures  to  provide  additional
production  flow.  The  Company  intends  to start  the  first  recompletion  in
September 2010, subject to financing.

The Company may change any or all of the budget  categories  in the execution of
its business plan.

Q3  2010

The  Company  intends to connect  the 24 wells it manages  and a number of third
party  wells  to its  pipeline.  The  associated  gas  will be  sold  to  Aleris
International, its burner tip purchaser. Sales to Aleris International commenced
in late May.

Q4 2010 through Q1 2011

The  Company  intends  to  complete  its gas plant and  pipeline  infrastructure
including liquid  processing  equipment.  The pipeline will be connected to both
the processing  plant in Bowling  Green,  KY and the Midwestern Gas hot tap. The
associated costs are as follows:

$750,000 Natural Gas Plant Site

$1,000,000 Additional Pipeline Construction

$325,000 Transmission Lines to Midwestern Gas

$860,000 for tap into Midwestern Gas

                                        4






The Company intends to commence a 50 well developmental  drilling program in the
late summer of 2010 using Tennessee Rotary Drilling and Talent Drilling for down
hole services and Universal  Well Services,  Inc. for nitrogen  fracing and well
completion. The Company also plans to attempt horizontal drilling and completion
methods that have been  successful in similar shale plays  throughout  Kentucky,
West Virginia and  Pennsylvania.  The Company  intends to reinvest net cash flow
back into future drilling programs.  The drilling program for 2010 is subject to
funding which is not committed, at this time.

                   SECTION 3 - SECURITIES AND TRADING MARKETS

Item 3.02 Unregistered Sales of Equity Securities.

Issuances of Common Stock

To settle  debt and  compensate  officers,  a total of 879,310  shares of common
stock were issued on June 25, 2010.  The Company  agreed to compensate  Messers,
Nichols and Sears for their  services as officers  and  directors of the Company
during the first three months of 2010 by issuing  40,000 shares of the Company's
restricted common stock each (pre-reverse  split.) During the three months ended
June 30, 2010, the Company issued Messers,  Nichols and Sears each 52,500 shares
of common stock for services during that period.

As a result of the Revised and Amended Share Exchange and Acquisition  Agreement
with Talon Energy shareholders, executed on June 24, 2010, the Company agreed to
issue  3,500,000  shares of its restricted  common stock to the  shareholders of
Talon,  pursuant to exemption from registration  afforded by Section 4(2) of the
Securities Act of 1933 and Regulation D, Rule 506.

In the transaction for the acquisition of 60% of Gulfstar Energy Group, LLC, the
Company issued  11,659,659  shares of its restricted  common stock,  pursuant to
exemption from registration in Section 4(2) of the Securities Act of 1933.

As a result of the combined issuance  transactions  16,569,659 shares are issued
and outstanding as of date hereof.

        SECTION 4 - MATTERS RELATED TO ACCOUNTANTS & FINANCIAL STATEMENTS

Item 4.01 - Changes in Registrant's Certifying Accountant.

Larry O'Donnell,  CPA, PC formerly the independent  registered public accountant
for Gulfstar  Energy  Corporation  was  dismissed as the  Company's  independent
registered public accountant on July 8, 2010.

On July 9, 2010,  the Board of Directors of the Company  approved the engagement
of new  auditors,  UHY LLP, of Sterling  Heights,  Michigan to be the  Company's
independent registered public accountant.  No audit committee exists, other than
the members of the Board of Directors.

The action to engage new  auditors was  approved by the Board of  Directors.  No
audit committee exists, other than the members of the Board of Directors.

                                        5





In  connection  with audit of fiscal years ended  December 31, 2009 and 2008 and
the cumulative  period of January 1, 2010 through March 31, 2010 and through the
date of termination of the accountants,  no disagreements  exist with the former
independent  registered public accountant on any matter of accounting principles
or practices,  financial statement disclosure,  internal control assessment,  or
auditing  scope  of  procedure,  which  disagreements  if  not  resolved  to the
satisfaction of the former  accountant  would have caused them to make reference
in connection with their report to the subject of the disagreement(s).

The Independent Auditor Report by Larry O'Donnell,  CPA, PC for the fiscal years
ended  December  31,  2009 and 2008,  contained  an  opinion  which  included  a
paragraph discussing  uncertainties  related to continuation of the Company as a
going concern.

                 SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.01 - Changes In Control of Registrant

As a result of the Revised and Amended Share Exchange and Acquisition Agreement,
and the Share Exchange Agreement,  executed on June 24, 2010, the Company issued
a total of 15,159,659  shares of its restricted common stock to the shareholders
of Talon and to the equity interest holders of Gulfstar Energy Group,  LLC. As a
result of the  issuance  of the  shares,  the  Company  will have  approximately
16,569,659 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.

Appointment of Officers and Directors

On June 24, 2010,  Mr. Jason Sharp was appointed Vice  President,  Treasurer and
Chief  Operating  Officer and William F. Young is appointed as a Director of the
Company.

Jason Sharp, Director and Chief Operating Officer

Jason Sharp, age 37, holds a Masters degree in Statistics from the University of
Tennessee and a Masters degree in Business Administration from Mississippi State
University since 2007. Jason has served as Chief Financial  Officer for Gulfstar
Energy  Group,  where Jason helped  develop the business  plan and all financial
budgets and  projections for a natural gas pipeline  gathering  system in Butler
County, KY. Jason conducted one-off financial analysis on the project, created a
private placement vehicle for raising start-up capital, created and reviewed key
gas purchase and sales contracts, while serving on the board of this natural gas
Company.

For  the  period  of  2001 to 2005 he  worked  as a  Professor  in the  Business
Department at Mississippi State University,  Meridian,  Mississippi Campus where
he specialized in business planning and forecasting.  Jason also recently served
as Vice President - Chief  Management  Accountant  with Indymac Bank,  Pasadena,
California,  where he was responsible for financial  control of certain expenses
for this 10,000 employee financial services Company.

                                        6





William F. Young, Director

William Young, age 61, served four years in the U.S. Navy 1968-72,  and spent 12
Years in Transportation  Management with Roadway Express 1972-1983. For the past
27 Years he has been a Wholesale Oil  Distributor and is currently the President
of Georgia Energy and Engineering  Incorporated  which concentrates on wholesale
lubricants, gasoline, jet fuel, diesel and propane.

Key Employee

Mr. Timothy Sharp,  founder of Gulfstar Energy Group,  LLC,  received  9,659,659
shares as a result of the Gulfstar Energy Group LLC 60% interest acquisition. He
will mange day to day  operations  of the wells as  Gulfstar  is the  designated
operator for 24 wells owned by working  interest  holders.  He has an Employment
Agreement as a key employee - CEO of Gulfstar  Energy Group LLC and has a 2 year
contract at $ 300,000 per year, plus  participation in any Employee Stock Option
Plans and any Bonus  Plans.  His salary will  increase to $360,000 per year once
the Company achieves financing of at least $2,000,000.

EXECUTIVE COMPENSATION

The  following  table sets forth the  compensation  paid to  officers  and board
members  during the fiscal years ended December 31, 2009 and 2008 and the period
of January 1, 2010 through May 31, 2010.  The table sets forth this  information
for the Company,  including salary, bonus, and certain other compensation to the
Board  members and named  executive  officers.  All share  information  has been
adjusted to reflect the 1 for 8 reverse split.




                                                                                                    

                      SUMMARY EXECUTIVES COMPENSATION TABLE

                                                                    Non-equity    Non-qualified
                                                                    incentive       deferred
                                                Stock    Option        plan       compensation     All other
                              Salary    Bonus   awards   awards    compensation     earnings     compensation      Total
 Name & Position     Year       ($)      ($)      ($)      ($)         ($)             ($)          ($) (2)         ($)
- ------------------- -------- ---------- ------- -------- -------- --------------- -------------- -------------- ------------
Robert McCann
CEO/President        2010        0        0        0           0               0              0              0       0

W. Edward
Nichols, former
President,
Secretary and        2010        0           0    5,575        0               0              0              0       $5,575
CEO(1)               2009        0           0   12,500        0               0              0              0      $12,500
                     2008        0           0    3,000        0               0              0              0       $3,000
Jason Sharp,
COO/VP               2010        0           0        0        0               0              0              0            0

Herbert T. Sears,    2010        0           0    5,575        0               0              0              0       $5,575
CFO(2)               2009        0           0    5,000        0               0              0              0       $5,000
                     2008        0           0    3,000        0               0              0              0       $3,000
Stephen Warner,
CFO, VP,
Secretary-Treasurer  2010        0           0        0        0               0              0              0            0

Ronald Blekicki,
Vice President (3)
(resigned)           2009        0           0   15,000        0               0              0              0      $15,000
                     2008        0           0    3,000        0               0              0              0       $3,000



                                        7




(1)During  the year ended  December 31,  2009,  the Company  issued Mr.  Nichols
31,250  shares of its  restricted  common  stock for services  totaling  $12,500
($0.40 per share).  During the year ended  December 31, 2008, the Company issued
Mr.  Nichols 3,750 shares of its restricted  common stock for services  totaling
$3,000 ($0.80 per share). During the period of January 1, 2010 through March 31,
2010,  Mr. Nichols was issued 5,000 shares of common stock ($0.80 per share) for
services.  During the period of April 1, 2010 through May 31, 2010,  Mr. Nichols
was issued 52,500 ($0.03 per share) for services. The price per share was set by
the Company based on the price, the Company sells it shares to the public and on
the value of the shares that were issued in its recent acquisitions.  (2) During
the year ended  December 31, 2009, the Company issued Mr. Sears 12,500 shares of
its  restricted  common stock for services  totaling  $5,000  ($0.40 per share).
During the year ended  December  31,  2008,  the Company  issued Mr. Sears 3,750
shares of its restricted  common stock for services  totaling  $3,000 ($0.80 per
share).  During the period of January 1, 2010 through March 31, 2010,  Mr. Sears
was issued 5,000  shares  ($0.80 per share) for  services.  During the period of
April 1, 2010 through May 31, 2010,  Mr. Sears was issued  52,500  shares of the
Company's  common  stock  ($0.03 per share) for services The price per share was
set by the Company  based on the price the Company sells it shares to the public
and on the value of the shares that were issued in its recent acquisitions.

(3) Mr. Blekicki was President/CEO from January 1, 2008 until March 12, 2008 and
became Vice President  effective March 1, 2009 through December 1, 2009.  During
the year ended December 31, 2009, the Company issued Mr.  Blekicki 37,500 shares
of its restricted  common stock for services totaling $15,000 ($0.40 per share).
During the year ended December 31, 2008,  the Company issued Mr.  Blekicki 3,750
shares of its restricted  common stock for services  totaling  $3,000 ($0.80 per
share).  The  price  per  share  was set by the  Company  based on the price the
Company  sells it shares to the public and on the value of the shares  that were
issued in its recent acquisitions.

Employment  Agreements  and  Termination  of  Employment  and  Change-In-Control
Arrangements

The Employment  Agreements  provided for termination by Company for cause and in
the case of a change of control. A change in control means: (a) the consummation
of a merger or  consolidation  of the Company with or into another entity or any
other  transaction,  in which the stockholders of the Company  immediately after
such  merger,  consolidation  or  other  transaction  own  or  beneficially  own
immediately  after such merger,  consolidation or other transaction less than 50
percent or more of the voting  power of the  outstanding  securities  (i) in the
continuing or surviving  entity and (ii) any direct or indirect parent entity of
such continuing or surviving entity (b) the sale,  transfer or other disposition
of all or  substantially  all of the  Company's  assets to a Person which is not
owned or controlled by the Company or its stockholders immediately prior to such
sale, transfer or other dispositions.

The Company has no pension,  annuity,  bonus,  insurance,  stock options, profit
sharing or similar benefit plans;  however,  the Company may adopt such plans in
the future.  There are presently no personal  benefits  available for directors,
officers, or employees of the Company.

As of March 1, 2009,  the Company  entered into an Employment  Agreement with W.
Edward Nichols for services as President,  Chief Executive Officer and Secretary
for $1,250 per  month.  The  Employment  Agreement  provided  for the fees to be
pre-paid by the issuance of 31,250  shares of the  Company's  restricted  common
stock.  Such Agreement was cancelled as of December 31, 2009 and Mr. Nichols has
been issued 5,000 shares of common stock as final payment for services under the
Agreement.

                                        8





Also as of March 1, 2009, the Company entered into an Employment  Agreement with
Herbert T. Sears for services as Chief Financial  Officer and Treasurer for $500
per month. The Employment  Agreement provided for the fees to be pre-paid by the
issuance  of 12,500  shares  of the  Company's  restricted  common  stock.  Such
Agreement was cancelled as December 31, 2009 and Mr. Sears has been issued 5,000
shares of common stock as final payment for services under the Agreement.

Effective July 1, 2010, Mr. Robert McCann is employed under a 2 year contract at
$120,000 per year,  plus  participation  in Employee  Stock Option Plans and any
Bonus Plans.  His salary will  increase to $264,000  after the  completion of at
least $2,000,000 in financing.

Effective  July 1, 2010,  Mr. Stephen Warner is employed under a 2 year contract
at $72,000 per year, plus  participation  in Employee Stock Option Plans and any
Bonus Plans.  His salary will increase to $120,000 per year after the completion
of at least $2,000,000 in financing.

Effective  July 1, 2010,  Mr. Jason Sharp is employed under a 2 year contract at
$180,000 per year,  plus  participation  in Employee  Stock Option Plans and any
Bonus Plans.  His salary will increase to $216,000 per year after the completion
of at least $2,000,000 in financing.

Effective July 1, 2010, Mr. Timothy Sharp is employed under a 2 year contract at
$300,000 per year,  plus  participation  in Employee  Stock Option Plans and any
Bonus Plans for the 60%  Subsidiary  Gulfstar  Energy Group LLC. His salary will
increase  to  $360,000  per year after the  completion  at least  $2,000,000  in
financing.

Compensation Committee Interlocks and Insider Participation

The  Company  board  of  directors  in its  entirety  acts  as the  compensation
committee  for the  Company.  Mr.  McCann is the  Chief  Executive  Officer  and
Chairman of the Company.

                              Director Compensation

The following table sets forth certain information concerning  compensation paid
to our directors for services as directors,  but not including  compensation for
services as officers  reported in the "Summary  Executives  Compensation  Table"
during the year ended  December  31, 2009 and period  ended June 30,  2010.  All
references to common shares have been adjusted for the 1 for 8 reverse split.

                                        9



                                                                                          




                                                                   Non-qualified
                                                    Non-equity       deferred
               Fees                                 incentive      compensation      All other
               earned     Stock       Option           plan          earnings      compensation      Total
    Name       or paid    awards ($)  awards ($)   compensation        ($)              ($)           ($)
                in cash                                ($)
                  ($)
- -------------- ---------- ----------- ----------- --------------- --------------- ---------------- ----------

W. Edward        $ -0-      $ -0-       $ -0-         $ -0-           $ -0-           $18,075       $18,075
Nichols(1)

William F.       $ -0-      $ -0-       $ -0-         $ -0-           $ -0-            $ -0-         $ -0-
Young

Herbert T.       $ -0-      $ -0-       $ -0-         $ -0-           $ -0-          $ 10,575       $10,575
Sears (2)

Ronald J.        $ -0-      $ -0-       $ -0-         $ -0-           $ -0-           $15,000       $15,000
Bleckiki (3)

Jason Sharp      $ -0-      $ -0-       $ -0-         $ -0-           $ -0-            $ -0-         $ -0-

Robert McCann    $ -0-      $ -0-       $ -0-         $ -0-           $ -0-            $ -0-         $ -0-

Stephen          $ -0-      $ -0-       $ -0-         $ -0-           $ -0-            $ -0-         $ -0-
Warner


(1)During  the year ended  December 31,  2009,  the Company  issued Mr.  Nichols
31,250 shares of its restricted common stock for services as an officer totaling
$12,500 ($0.40 per share). During the period of January 1, 2010 through June 30,
2010, Mr. Nichols was issued 57,500 shares of the Company's  common stock valued
at $5,575 ($0.80 and $0.03 per share) for services.  The price per share was set
by the Company based on the price, the Company sells it shares to the public and
on the value of the shares that were issued in its recent acquisitions.

(2) During the year ended December 31, 2009, the Company issued Mr. Sears 12,500
shares of its restricted common stock for services as an officer totaling $5,000
($0.40 per share)  During the period of January 1, 2010  through  June 30, 2010,
Mr.  Sears was issued  57,500  shares of the  Company's  common  stock valued at
$5,575 ($0.80 and $0.03 per share) for services.  The price per share was set by
the Company  based on the price the Company sells it shares to the public and on
the value of the shares that were issued in its recent acquisitions.

(3)Mr.  Blekicki was Vice President  effective March 1, 2009 through December 1,
2009.  During the year ended December 31, 2009, the Company issued Mr.  Blekicki
37,500 shares of its restricted common stock for services as an officer totaling
$15,000  ($0.40 per share).  The price per share was set by the Company based on
the price the  Company  sells it  shares to the  public  and on the value of the
shares that were issued in its recent acquisitions.

All of our  officers  and/or  directors  will  continue  to be  active  in other
companies.  All officers and directors  have retained the right to conduct their
own independent business interests.

It is  possible  that  situations  may arise in the  future  where the  personal
interests of the officers and directors may conflict  with our  interests.  Such
conflicts could include  determining  what portion of their working time will be
spent on our business and what portion on other business  interest.  To the best
ability and in the best judgment of our officers and directors, any conflicts of
interest  between us and the personal  interests  of our officers and  directors
will be  resolved  in a fair  manner  which  will  protect  our  interests.  Any
transactions  between us and entities affiliated with our officers and directors
will be on terms  which are fair and  equitable  to us.  Our Board of  Directors
intends to continually review all corporate  opportunities to further attempt to
safeguard against conflicts of interest between their business interests and our
interests.

                                       10






At this time, directors do not receive a set compensation for their services.

SECURITY  OWNERSHIP  OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT  AND RELATED
STOCKHOLDER MATTERS.

The  following  table  sets forth  information  with  respect to the  beneficial
ownership of the Company's outstanding common stock by:

o    each person who is known by the Company to be the beneficial  owner of five
     percent (5%) or more of Gulfstar's common stock;

o    the Company's chief executive officer,  its other executive  officers,  and
     each director as identified in the  "Management--  Executive  Compensation"
     section; and

o    all of the Company's directors and executive officers as a group.

Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Securities and Exchange  Commission and generally  includes voting or investment
power with respect to securities.  Shares of common stock and options,  warrants
and convertible  securities that are currently exercisable or convertible within
60 days of the date of this document  into shares of the Company's  common stock
are deemed to be outstanding and to be beneficially  owned by the person holding
the options, warrants or convertible securities for the purpose of computing the
percentage  ownership of the person,  but are not treated as outstanding for the
purpose of computing the percentage ownership of any other person.

The information  below is based on the number of shares of the Company's  common
stock that it  believes  was  beneficially  owned by each person or entity as of
June 30, 2010. All shares have been adjusted for the 1 for 8 reverse split.





                                                                   


  Title of Class     Name and Address of Beneficial      Amount and      Percent of Class(2)
                                  Owner                   Nature of
                                                      Beneficial Owner
- -------------------- -------------------------------- ------------------ ---------------------
Common shares        Jason Sharp                              2,000,000         12.1%

Common shares        Timothy Sharp                            9,659,659         58.3%

Common shares        Robert McCann                            1,943,750         11.7%

Common shares        Steve Warner                               750,000          4.5%

Common shares        W. Edward Nichols                          183,573         1.03%

Common shares        Herbert T. Sears                           157,052         0.95%

Common shares        William F. Young                                 0           0%

                     CURRENT TOTAL                           14,694,034         88.68%



                                       11




(1)  Address is c/o Gulfstar Energy Group,  Inc., 3410 Embassy Drive,  West Palm
     Beach, FL, 33401

(2)  Based on 16,569,659  shares of common stock issued and  outstanding on June
     30, 2010.

(3)  Mr. Nichols owns 169,002 shares of common stock  directly,  2,199 shares of
     common stock jointly with his wife and 12,372 shares  indirectly though his
     wife.

(4)  Mr.  Sears owns  149,413  shares of common  stock  directly,  7,473  shares
     indirectly  through  his  wife and 166  shares  indirectly  through  family
     trusts.

Rule 13d-3 under the Securities  Exchange Act of 1934 governs the  determination
of  beneficial  ownership of  securities.  That rule  provides that a beneficial
owner of a security includes any person who directly or indirectly has or shares
voting power and/or  investment power with respect to such security.  Rule 13d-3
also provides that a beneficial owner of a security  includes any person who has
the right to acquire  beneficial  ownership of such security  within sixty days,
including  through  the  exercise  of any  option,  warrant or  conversion  of a
security.  Any  securities  not  outstanding  which are subject to such options,
warrants or conversion  privileges are deemed to be outstanding  for the purpose
of computing the percentage of outstanding securities of the class owned by such
person.  Those  securities are not deemed to be  outstanding  for the purpose of
computing the  percentage  of the class owned by any other  person.  Included in
this  table are only those  derivative  securities  with  exercise  prices  that
Gulfstar  believes  have a reasonable  likelihood of being "in the money" within
the next sixty days.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On January  24,  2009,  the Company  entered  into an  Advisory  and  Consulting
Agreement  with Hanover  Financial  Services,  Inc.  (Hanover.) The Advisory and
Consulting  Agreement has a term of 6 months and will renew with notice from the
Company.  The Agreement was cancelled in June 2010.  The Agreement  provided for
Hanover to provide business  development  consulting  services to the Company in
the  following  areas:   mineral  interest   acquisitions  for  exploration  and
development,  and in the implementation of debt and equity funding programs. Mr.
Bleckiki  was an officer of the  Company and is the Chief  Executive  Officer of
Hanover.

During the years ended December 31, 2008 and December 31, 2009, and to date June
30, 2010, the following  directors of the Company received shares in the amounts
set forth below:



                                                                         


                                           Number of Shares                    $ Value of Shares
                                           ----------------                    -----------------
December 31, 2008

W. Edward Nichols                                3,750                              $3,000
Herbert T. Sears                                 3,750                              $3,000
Ron Blekicki                                     3,750                              $3,000

                                           Number of Shares                    $ Value of Shares
                                           ----------------                    -----------------
December 31, 2009

W. Edward Nichols                               31,250                              $12,500
Herbert T. Sears                                12,500                              $ 5,000
Ron Blekicki                                    37,500                              $15,000


                                       12





                                                                             




         June 30, 2010                      Number of Shares                    $ Value of Shares
         ----------------------------------------------------------------------------------------

         Herbert T. Sears           57,500                                      $ 5,575

         W. Edward Nichols          57,500                                      $ 5,575

         Herbert T. Sears            2,500                                      $ 2,000

         W. Edward Nichols           2,500                                      $ 2,000


On December  29,  2008,  an officer  loaned the  Company  $2,500 and the Company
issued an unsecured  seven (7%) percent  promissory  note with principal and all
accrued and unpaid interest due and payable on December 29, 2009. Therefore,  as
of December  31, 2009 and 2008,  the Company owes the officers a total of $9,298
and $6,930 respectively.

As  a  result  of  the  Share  Exchange  for  Talon  Energy,  Inc.,  Mr.  McCann
(CEO/President) received 1,943,750 shares of common stock of the Company and Mr.
Warner (CFO) received  750,000  shares of the common stock of the Company.  As a
result of the Gulfstar Energy Group LLC acquisition,  Jason Sharp (COO) received
2,000,000 shares of the common stock of the Company.

As  of  March  1,  2009,  the  Company  entered  into  an  Employment  Agreement
("Employment Agreement") with W. Edward Nichols for services as President, Chief
Executive  Officer and Secretary for $1,250 per month. The Employment  Agreement
provided  for the fees to be  pre-paid by the  issuance of 31,250  shares of the
Company's  restricted  common stock. Such Agreement was cancelled as of December
31, 2009 and Mr.  Nichols has been issued  5,000 shares of common stock as final
payment for services under the Agreement.

Also as of March 1, 2009, the Company entered into an Employment  Agreement with
Herbert T. Sears for services as Chief Financial  Officer and Treasurer for $500
per month. The Employment  Agreement provided for the fees to be pre-paid by the
issuance  of 12,500  shares  of the  Company's  restricted  common  stock.  Such
Agreement was cancelled as December 31, 2009 and Mr. Sears has been issued 5,000
shares of common stock as final payment for services under the Agreement.

Effective July 1, 2010, Mr. Robert McCann is employed under a 2 year contract at
$ 120,000 per year,  plus  participation  in Employee Stock Option Plans and any
Bonus Plans.  His salary will  increase to $264,000  after the  completion of at
least $2,000,000 in financing.

Effective  July 1, 2010,  Mr. Stephen Warner is employed under a 2 year contract
at $ 72,000 per year, plus  participation in Employee Stock Option Plans and any
Bonus Plans.  His salary will increase to $120,000 per year after the completion
of at least $2,000,000 in financing

Effective July 1, 2010, Mr. Jason Sharp is employed under a 2 year contract at $
180,000 per year,  plus  participation  in Employee  Stock  Option Plans and any
Bonus Plans.  His salary will increase to $216,000 per year after the completion
of at least $2,000,000 in financing.

                                       13





Effective July 1, 2010, Mr. Timothy Sharp is employed under a 2 year contract at
$ 300,000 per year,  plus  participation  in Employee Stock Option Plans and any
Bonus Plans for the 60%  Subsidiary  Gulfstar  Energy Group LLC. His salary will
increase  to  $360,000  per year after the  completion  at least  $2,000,000  in
financing.

                   SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

     (a)  Financial Statements of Business Acquired. The following is a complete
          list of financial statements filed as part of this Report.

          Talon Energy Corporation

                  Audited  Financial  Statements for the Year Ended December 31,
                  2009 and the For the  Period  July  14,  2008  (Inception)  to
                  December 31, 2008

          Gulfstar Energy Group, LLC

                  Audited Financial Statements for the Years Ended December 31,
                  2009 and 2008

              Interim  financial  statements for the period ended March 31, 2010
              and 2009 will be filed in an amendment.

     (b)  Pro Forma Financial  Information.  The following is a complete list of
          the pro forma financial statements filed as a part of this Report.

               Unaudited  Pro  Forma  Condensed  Consolidated  Balance  Sheet at
               December 31, 2009

               Unaudited   Pro  Forma   Condensed   Consolidated   Statement  of
               Operations for the Year Ended December 31, 2009

               Pro Forma  financial  statements  for the period  ended March 31,
               2010 and 2009 will be filed in an amendment.

          (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.

                                       14


     Exhibit No.                                  Description
     -----------                                  -----------

        2.1                            Revised and Amended Share Exchange And
                                       Acquisition for Talon Energy Corporation*

        2.2                            Acquisition Agreement, Dated as of June
                                       23, 2010, By and Among  Gulfstar Energy
                                       Corporation and Gulfstar Energy Group,
                                       LLC on behalf of certain Interest
                                       Holder(s)*

        2.3                            Share Exchange Agreement, Dated as of
                                       June 23, 2010, By and Among Gulfstar
                                       Energy Corporation and Jason Sharp and
                                       Timothy Sharp and Gulfstar Energy, LLC

        2.4                            Assignment of Interest in Gulfstar Energy
                                       Group, LLC, Consent of Manager, Amendment
                                       to Operating Agreement and Acceptance by
                                       Assignee

        3.3(ii)                        Operating Agreement of Gulfstar Energy
                                       Group,  LLC *

        10.1                           Employment  Agreement  - Robert  McCann,
                                       dated June 23,  2010*

        10.2                           Employment  Agreement - Stephen  Warner,
                                       dated June 23,  2010*

        10.3                           Employment  Agreement  - Jason  Sharp,
                                       dated  June 23,  2010*

        10.4                           Employment  Agreement  - Timothy  Sharp,
                                       dated June 23,  2010*

        16.1                           Letter of Change in Certifying
                                       Accountant,  dated July 8, 2010*

        23.1                           Resignation  of Larry  O'Donnell,  CPA,
                                       PC dated July 8, 2010*

        23.2                           Letter of UHY, LLP, dated August 3,
                                      2010*

        23.3                           Consent of UHY, LLP, dated August 4,
                                      2010*
- --------------------
*Filed herewith

                                       15

                            TALON ENERGY CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2009 and 2008




                            TALON ENERGY CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                          AUDITED FINANCIAL STATEMENTS

            For the period July 14,  2008 (date of  inception)  to December  31,
2008 and for the year ended December 31, 2009







                            TALON ENERGY CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)



TABLE OF CONTENTS



                                                          Page

Report of Independent Auditors                            1

Financial Statements
     Balance Sheets                                       2
     Statements of Stockholders' Equity                   3
     Statements of Operations                             4
     Statements of Cash Flows                             5
     Notes to Financial Statements                        6









REPORT OF INDEPENDENT AUDITORS



To the Stockholders
Talon Energy Corporation


We have audited the accompanying balances sheets and statements of stockholders'
equity of Talon Energy  Corporation  as of December  31, 2009 and 2008,  and the
related  statements  of  operations  and cash flows for the period July 14, 2008
(date of inception) to December 31, 2008,  for the year ended  December 31, 2009
and for the period July 14, 2008 (date of inception) to December 31, 2009. These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance  with the Standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  The  Company in not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audit included  consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are  appropriate  in the  circumstances,  but not for purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Talon Energy Corporation as of
December 31, 2009 and 2008, and the results of its operations and its cash flows
for the period July 14, 2008 (date of inception)  to December 31, 2008,  for the
year  ended  December  31,  2009  and for the  period  July  14,  2008  (date of
inception)  to December 31,  2009,  in  conformity  with  accounting  principles
generally accepted in the United States of America.




Sterling Heights, Michigan
April 27, 2010


                                        1









                            TALON ENERGY CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                                                                                 


                                                                                December 31,
                                                                   ---------------------------------------
                                                                         2009                 2008
                                                                   ------------------  -------------------
ASSETS

CURRENT ASSETS
Cash                                                                      $  102,422           $  313,918
Deferred tax benefit                                                         203,600               22,100
                                                                   ------------------  -------------------
Total current assets                                                         306,022              336,018
                                                                   ==================  ===================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accrued expenses                                                              65,081                    -
Accrued payroll                                                              213,623               61,653
                                                                   ------------------  -------------------
Total current liabilities                                                    278,704               61,653

STOCKHOLDERS' EQUITY                                                          27,318              274,365
                                                                   ------------------  -------------------
                                                                    $        306,022       $      336,018
                                                                   ==================  ===================









                            TALON ENERGY CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                                                                                 



                                                                        Period                     Period
                                                                    July 14, 2008              July 14, 2008
                                                                 (date of inception)        (date of inception)
                                           Year ended                     to                         to
                                       December 31, 2009          December 31, 2008          December 31, 2009
                                    -------------------------  -------------------------  -------------------------

Operating revenue                                        $ -                        $ -                        $ -

General and
administrative expenses                              556,949                     64,935                    621,884
                                    -------------------------  -------------------------  -------------------------

                                                    (556,949)                   (64,935)                  (621,884)
                                    -------------------------  -------------------------  -------------------------

Other income
Interest income                                          185                          -                        185
Dividend income                                          225                          -                        225
                                    -------------------------  -------------------------  -------------------------

Total other income                                       410                          -                        410
                                    -------------------------  -------------------------  -------------------------

Income before
income taxes                                        (556,539)                    (64,935)                 (621,474)

Deferred income taxes                               (181,500)                    (22,100)                 (203,600)
                                    -------------------------  -------------------------  -------------------------

Net loss                            $              (375,039)              $     (42,835)             $    (417,874)
                                    =========================  =========================  =========================











                            TALON ENERGY CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' EQUITY

                                                                        


                                                                                       Period
                                                                                   July 14, 2008
                                                                                (date of inception)
                                                         Year ended                      to
                                                      December 31, 2009          December 31, 2008
                                                  --------------------------  -------------------------
COMMON STOCK

Balance, beginning                                              $        41                 $        -

Issuance of common stock                                              1,239                         41
                                                  --------------------------  -------------------------

Balance, ending                                                       1,280                         41
                                                  --------------------------  -------------------------

ADDITIONAL PAID-IN CAPITAL

Balance, beginning                                                  317,159                          -

Issuance of common stock                                            126,753                    317,159
                                                  --------------------------  -------------------------

Balance, ending                                                     443,912                    317,159
                                                  --------------------------  -------------------------

DEFICIT ACCUMULATED DURING
DEVELOPMENT STAGE

Balance, beginning                                                  (42,835)                         -

Net loss                                                           (375,039)                   (42,835)
                                                  --------------------------  -------------------------

Balance, ending                                                    (417,874)                   (42,835)
                                                  --------------------------  -------------------------

                                                               $     27,318              $     274,365
                                                  ==========================  =========================









                            TALON ENERGY CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                                                                                         



                                                                                Period                     Period
                                                                            July 14, 2008              July 14, 2008
                                                                         (date of inception)        (date of inception)
                                                  Year ended                      to                         to
                                               December 31, 2009          December 31, 2008          December 31, 2009
                                           --------------------------  -------------------------  -------------------------
OPERATING ACTIVITIES
Net loss                                   $              (375,039)               $     (42,835)             $    (417,874)
Adjustments to reconcile
  net loss to net cash
  from operating activities:
Deferred income taxes                                       (181,500)                   (22,100)                  (203,600)
Web design services
exchanged for stock                                           16,000                          -                     16,000
Changes in:
Accrued expenses                                              65,081                          -                     65,081
Accrued payroll                                              151,970                     61,653                    213,623
                                           --------------------------  -------------------------  -------------------------

Net cash used
in operating activities                                     (323,488)                    (3,282)                  (326,770)

FINANCING ACTIVITIES
Net proceeds from the
issuance of common stock                                     111,992                    317,200                    429,192
                                           --------------------------  -------------------------  -------------------------

NET CHANGE IN CASH                                          (211,496)                   313,918                    102,422

CASH, Beginning                                             313,918                           -                          -
                                           --------------------------  -------------------------  -------------------------

CASH, Ending                               $               102,422                $     313,918                    102,422
                                           ==========================  =========================  =========================








                            TALON ENERGY CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2009 and 2008





NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The  following  is a summary  of certain  accounting  policies  followed  in the
preparation of these financial  statements.  The policies  conform to accounting
principles  generally  accepted  in the United  States of America  and have been
consistently applied in the preparation of the financial statements.

Company Operations

Talon Energy Corporation is a C-corporation,  which was incorporated on July 14,
2008,  in  the  state  of  Florida.  The  Company  is  engaged  in oil  and  gas
exploration,  development  drilling,  and oil and gas production.  The Company's
operations are focused in western Kentucky.

Development Stage Company

As of December  31,  2009,  the Company has yet to generate  operating  revenue.
Current  operations  are  devoted to  attracting  new  investors  and  incurring
expenses for gas exploration and general  business  administration.  The Company
therefore is considered a development  stage  company under  generally  accepted
accounting  principles.  Accordingly,  cumulative  amounts  from  the  Company's
inception  through  December 31, 2009, are shown on the statements of operations
and cash flows.

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.

Cash Equivalents

For purposes of the statements of cash flows,  the Company  considers all highly
liquid  debt  instruments  with a  maturity  of three  months or less to be cash
equivalents.

                                        2





NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

Income tax expense  includes  federal  deferred  taxes  arising  from  temporary
differences between income for financial reporting and income tax purposes.

Income taxes are provided at the applicable rates on the basis of items included
in the determination of income for income tax purposes.  The Company's effective
income tax rate may be  different  than what would be  expected  if the  Federal
statutory  rate was  applied  to income  from  continuing  operations  primarily
because  of  expenses  included  in  financial  reporting  income  that  are not
deductible  for income tax purposes.  The  significant  permanent  difference is
meals and entertainment expense.

Deferred  income  taxes are provided for timing  differences  between  financial
statement  income and tax return income under the  provisions of Accounting  for
Income Taxes,  which requires deferred income taxes be computed on the liability
method and deferred tax assets are recognized only when  realization is certain.
The primary temporary  differences arise from accrued expenses and net operating
loss  carryforwards.  The tax effect of such differences is included annually on
the  statements  of operations  and balance  sheets as an adjustment to deferred
income taxes.

Deferred income taxes were as follows at December 31, 2009 and 2008:

                  2009                        2008
                  ----                        ----
        Short Term  Long Term      Short Term   Long Term
        --------------------------------------------------
Assets
Federal $ 203,600  $      -       $ 22,100      $       -
        =========  ========       ========      =========


Effective January 1, 2009, the Company adopted ASC guidance regarding accounting
for  uncertainty  in income taxes.  This guidance  clarifies the  accounting for
income  taxes by  prescribing  the minimum  recognition  threshold an income tax
position is required to meet before being recognized in the financial statements
and applies to all income tax  positions.  Each income tax  position is assessed
using a two step process. A determination is first made as to whether it is more
likely  than not that the  income tax  position  will be  sustained,  based upon
technical merits, upon examination by the taxing authorities.  If the income tax
position is expected  to meet the more  likely  than not  criteria,  the benefit
recorded in the financial  statements  equals the largest amount that is greater
than 50% likely to be realized  upon its  ultimate  settlement.  At December 31,
2009, there were no uncertain tax positions that require accrual.

                                        3




NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock Issuance Costs

During the year ended  December 31, 2009, the Company  incurred  $4,233 of costs
associated  with the issuance of common stock.  Additional  paid-in capital from
the issuance of common stock and proceeds  from the issuance of common stock are
shown net of these  costs on the  statements  of  stockholders'  equity and cash
flows, respectively.

Unused Net Operating Loss

The Company has  available at December 31, 2009,  unused net  operating  losses,
which may provide future tax benefits in the amount of $4,935  expiring 2028 and
$380,296 expiring 2029.

Subsequent Events

The Company has  performed a review of events  subsequent  to the balance  sheet
date through April 27, 2010, the date the financial statements were available to
be issued.


NOTE 2 - RELATED PARTY TRANSACTIONS

Accrued Expenses

At December 31, 2009,  the Company owed $65,081 of accrued  expenses to officers
of the Company.  These  expenses are related to  unreimbursed  general  business
expenditures.

Accrued Payroll

At  December  31,  2009  and  2008,  the  Company  owed  $213,623  and  $61,653,
respectively, of accrued payroll to officers of the Company.

                                        4




NOTE 3 - CAPITAL STOCK

At December 31, 2009, the capital stock  authorized,  issued and outstanding was
as follows:


                                     Shares
             Par     Shares        Issued and
Type         Value   Authorized    Outstanding  Amount
- ----         -----   ----------    -----------  ------

Common      $0.0001  200,000,000   12,798,200   $1,280
Preferred   $     -    5,000,000            -   $    -

At December 31, 2008, the capital stock  authorized,  issued and outstanding was
as follows:

                                     Shares
            Par      Shares        Issued and
Type        Value    Authorized    Outstanding  Amount
- ----        -----    ----------    -----------  ------

Common      $0.0001  200,000,000     407,200    $   41
Preferred   $     -    5,000,000           -    $    -

NOTE 4 - CASH FLOWS

During the year ended  December 31, 2009,  the Company  issued $16,000 of common
stock in exchange for services provided related to general business expenses.


                                        5

                           GULFSTAR ENERGY GROUP, LLC
                          (A DEVELOPMENT STAGE COMPANY)

                          AUDITED FINANCIAL STATEMENTS

                     Years ended December 31, 2009 and 2008





                           GULFSTAR ENERGY GROUP, LLC
                         (A DEVELOPMENT STAGE COMPANY)



TABLE OF CONTENTS




                                                          Page
                                                          ----

Report of Independent Auditors                            1

Financial Statements
     Balance Sheets                                       2
     Statements of Operations and Members' Equity         3
     Statements of Cash Flows                             4
     Notes to Financial Statements                        5










REPORT OF INDEPENDENT AUDITORS



To the Members
Gulfstar Energy Group, LLC


We have audited the accompanying balance sheets of Gulfstar Energy Group, LLC as
of December 31, 2009 and 2008,  and the related  statements  of  operations  and
members'  equity  and cash flows for the years then ended and for the period May
19, 2006 (date of inception) to December 31, 2009.  These  financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the Standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  The  Company in not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audit included  consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are  appropriate  in the  circumstances,  but not for purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of Gulfstar Energy Group, LLC as
of December 31, 2009 and 2008,  and the results of its  operations  and members'
equity and its cash flows for the years ended  December  31, 2009 and 2008,  and
for the period  May 19,  2006 (date of  inception)  to  December  31,  2009,  in
conformity with accounting principles generally accepted in the United States of
America.




Sterling Heights, Michigan
April 27, 2010

                                        1







                           GULFSTAR ENERGY GROUP, LLC
                         (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS

                                                                                 


                                                                               December 31,

                                                                   ---------------------------------------
                                                                         2009                 2008
                                                                   ------------------  -------------------
ASSETS

CURRENT ASSETS
Cash                                                               $         705,622       $      582,749
Note receivable                                                               10,000                    -
                                                                   ------------------  -------------------
Total current assets                                                         715,622              582,749

PROPERTY AND EQUIPMENT                                                     3,610,092              659,245

OFFICER NOTE RECEIVABLE                                                       82,325               82,325

INTANGIBLE ASSETS                                                            169,374               55,032
                                                                   ------------------   -------------------

                                                                           4,577,413            1,379,351
                                                                   ==================   ===================
LIABILITIES AND MEMBERS' EQUITY

CURRENT LIABILITIES
Accounts payable                                                             842,149               55,684
Litigation settlement payable                                                 70,000                    -
Deposits                                                                     503,224              239,536
Accrued expenses                                                              30,655               20,000
                                                                   ------------------   -------------------
Total current liabilities                                                  1,446,028              315,220

MEMBERS' EQUITY, including deficit accumulated
during the development stage of $3,045,901                                 3,131,385            1,064,131
                                                                   ------------------   -------------------
                                                                   $   4,577,413       $   1,379,351
                                                                   ==================   ===================








                           GULFSTAR ENERGY GROUP, LLC
                         (A DEVELOPMENT STAGE COMPANY)
                  STATEMENTS OF OPERATIONS AND MEMBERS' EQUITY

                                                                                


                                                                                              For the period
                                                                                               May 19, 2006,
                                                       Years ended December 31,           (date of inception) to

                                                      2009                 2008              December 31, 2009
                                                ------------------  ------------------- --------------------------
Operating revenue                               $               -   $               -    $                       -

General and administrative
expenses                                                  596,198              488,662                   2,835,972
                                                ------------------  ------------------- --------------------------
                                                         (596,198)            (488,662)                 (2,835,972)
                                                ------------------  ------------------- --------------------------
Other income (expense)
Interest income                                               764                   11                       1,421
Investment income                                           9,784                3,344                      13,128
Drilling expense                                                -              (68,978)                    (68,978)
Litigation settlement                                    (170,000)                   -                    (170,000)
                                                ------------------  ------------------- --------------------------
Total other income (expense)                             (159,452)             (65,623)                   (224,429)
                                                ------------------  ------------------- --------------------------
Net loss                                                 (755,650)            (554,285)                 (3,060,401)

Members' equity, beginning                              1,064,131              433,916                           -

Contributions                                           2,914,540            1,184,500                   6,333,422

Member redemptions                                        (91,636)                   -                    (141,636)
                                                ------------------  ------------------- --------------------------
Members' equity, ending                         $   3,131,385       $   1,064,131        $              3,131,385
                                                ==================  =================== ==========================










                           GULFSTAR ENERGY GROUP, LLC
                         (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

                                                                                        




                                                                                                      For the period
                                                                                                       May 19, 2006,
                                                               Years ended December 31,            (date ofinception) to
                                                               2009                2008              December 31, 2009
                                                        -------------------  ------------------  ---------------------------
OPERATING ACTIVITIES
Net loss                                                $         (755,650)      $    (554,285)     $            (3,060,401)
Adjustments to reconcile net loss to net
cash flows from operating activities:
Depreciation                                                        15,295               8,895                       28,773
Changes in:
Litigation settlement payable                                       70,000                   -                       70,000
Other receivables                                                        -               2,000                            -
Accounts payable and accrued
expenses                                                           797,120              22,107                      872,804
Deposits                                                           263,688             239,536                      503,224
                                                        -------------------  ------------------  ---------------------------
Net cash provided by (used in)
operating activities                                               390,453            (281,747)                  (1,585,600)
                                                        -------------------  ------------------  ---------------------------
INVESTING ACTIVITIES
Expenditures for property and equipment                            (49,774)            (38,604)                    (106,904)
Expenditures for construction in progress                       (2,916,368)           (503,893)                  (3,531,961)
Issuance of note receivable                                        (10,000)                  -                      (10,000)
Net activity under officer note receivable                               -             (32,325)                     (82,325)
Expenditures for intangible assets                                (114,342)            (12,544)                    (169,374)
                                                        -------------------  ------------------  ---------------------------
Net cash used in investing
activities                                                      (3,090,484)           (587,366)                  (3,900,564)
                                                        -------------------  ------------------  ---------------------------
FINANCING ACTIVITIES
Member redemptions                                                 (91,636)                  -                     (141,636)
Member contributions                                             2,914,540           1,184,500                    6,333,422
                                                        -------------------  ------------------  ---------------------------
Net cash provided by financing
activities                                                       2,822,904           1,184,500                    6,191,786
                                                        -------------------  ------------------  ---------------------------
NET CHANGE IN CASH                                                 122,873             315,387                      705,622

CASH, Beginning                                                    582,749             267,362                            -
                                                        -------------------  ------------------  ---------------------------
CASH, Ending                                            $          705,622       $     582,749      $               705,622
                                                        ===================  ==================  ===========================





GULFSTAR ENERGY GROUP, LLC
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
December 31, 2009 and 2008


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This  summary of  significant  accounting  policies  is  presented  to assist in
understanding  the  Company's  financial  statements.  The  policies  conform to
accounting  principles  generally  accepted in the United  States of America and
have been consistently applied in the preparation of these financial statements.

Company Operations

Gulfstar Energy Company, LLC (the "Company") is in the process of constructing a
pipeline  and  filtration  system to gather  natural gas from  various gas wells
located throughout Kentucky, and deliver that gas to a local customer.

Development Stage Company

The Company was formed on May 19, 2006, in Mississippi. As of December 31, 2009,
principal  operations have not yet commenced,  and the Company has not generated
operating revenues.  Current operations are devoted to the raising of capital to
construct and complete a gas pipeline  supply system  designed to gather natural
gas from surrounding gas wells located in the state of Kentucky and deliver this
gas to a single  manufacturing  customer.  The Company is therefore considered a
development  stage  company  under  generally  accepted  accounting  principles.
Accordingly,  cumulative  amounts from the Company's  inception through December
31, 2009, are shown on the statements of operations and members' equity and cash
flows.

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.

Concentration of Credit Risk

The  Company,  from time to time during the periods  covered by these  financial
statements,  may have bank balances in excess of its insured limits.  Management
has deemed this a normal business risk.

Cash Equivalents

For purposes of the statements of cash flows,  the Company  considers all highly
liquid  debt  instruments  with a  maturity  of three  months or less to be cash
equivalents.






NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Construction in Progress

Construction in progress  consists of costs incurred by the Company to construct
its natural gas  pipeline.  Amounts are being  capitalized  as incurred and will
begin depreciating once the pipeline is operational.

Property and Equipment

Management  capitalizes  additions to property and equipment.  Expenditures  for
repairs and  maintenance  are charged to expense.  Property  and  equipment  are
carried  at  cost.   Adjustment  of  the  asset  and  the  related   accumulated
depreciation  accounts  are made for  property  and  equipment  retirements  and
disposals,  with  the  resulting  gain or loss  included  in the  statements  of
operations and members' equity.

Intangible Assets

Intangible assets consist of right of way deposits, which are contracts allowing
the Company to install pipeline on private land. The rights exist  indefinitely;
accordingly,  no amortization has been recorded.  Management has evaluated these
assets for impairment as of December 31, 2009 and 2008,  and determined  that no
impairment existed.

Advertising

Advertising  costs are  expensed as incurred.  Advertising  expense for the year
ended  December 31, 2009, was $1,722.  There was no advertising  expense for the
year ended December 31, 2008.

Revenue Recognition

The Company  recognizes  investment  income from drilling  partnerships upon the
partnerships' receipt of payment from customers.

Significant Customer

The Company's  pipeline in process is currently  designed to deliver natural gas
to one manufacturing customer located in Kentucky.

Depreciation

For  financial  reporting  purposes,  depreciation  of property and equipment is
computed  using the  straight-line  method over the  estimated  useful  lives of
assets at acquisition. For tax reporting purposes,  depreciation of property and
equipment is computed using the straight-line  and accelerated  methods over the
estimated useful lives of assets at acquisition.






NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

The Company is a limited  liability  company and is not a tax paying  entity for
federal tax purposes.  It's pro rata shares of income,  losses,  and tax credits
are reported by its partners on their individual income tax returns.  Therefore,
no  provision  for federal  income taxes is made in the  accompanying  financial
statements.

Effective  January 1, 2009, the Limited  Liability  Company adopted ASC guidance
regarding  accounting for uncertainty in income taxes.  This guidance  clarifies
the accounting for income taxes by prescribing the minimum recognition threshold
an income tax  position  is  required to meet  before  being  recognized  in the
financial  statements and applies to all income tax  positions.  Each income tax
position is assessed using a two step process.  A determination is first made as
to whether it is more  likely  than not that the  income  tax  position  will be
sustained,   based  upon  technical  merits,  upon  examination  by  the  taxing
authorities. If the income tax position is expected to meet the more likely than
not  criteria,  the benefit  recorded  in the  financial  statements  equals the
largest  amount that is greater than 50% likely to be realized upon its ultimate
settlement.  At December 31, 2009,  there were no uncertain tax  positions  that
require accrual.

None of the or Limited  Liability  Company's federal or state income tax returns
are currently under examination by the Internal Revenue Service ("IRS") or state
authorities.  However  fiscal years 2006 and later remain subject to examination
by the IRS and respective states.

Subsequent Events

The Company has  performed a review of events  subsequent  to the balance  sheet
date through April 27, 2010, the date the financial statements were available to
be issued.


NOTE 2 - RELATED PARTY TRANSACTIONS

Note Receivable

At December  31, 2009 and 2008,  the Company was owed $82,325 from an officer of
the Company. The note is non-interest bearing,  unsecured, and due no later than
two  years  after  the  completion  of  the  pipeline,  which  was  still  under
construction  as of December  31,  2009.  The note is shown as  long-term on the
balance sheets, as management does not anticipate repayment within one year.






NOTE 2 - RELATED PARTY TRANSACTIONS (Continued)

Deposits

At December  31,  2009 and 2008,  the  Company  had  deposits  of  $503,224  and
$239,536, respectively, due to the drilling partnerships described in Note 5.


NOTE 3 - NOTE RECEIVABLE

At December  31, 2009,  the Company was owed  $10,000  from an  unrelated  third
party. The note bears interest at 10%, is unsecured, and is due November 2010.


NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following at December 31:

                                           2009               2008
                                           ----               ----

Furniture and fixtures                 $   12,964          $  1,990
Vehicles                                   93,940            55,140
Construction in progress                3,531,961           615,593
                                       ----------          --------

                                       3,638,865            672,723
Less: Accumulated Depreciation            28,773             13,478
                                       ----------          --------
                                      $3,610,092           $659,245

Construction  in progress  represents the Company's  natural gas pipeline supply
system, which is not yet operational at December 31, 2009.  Depreciation expense
was  $15,272  and  $8,895  for the  years  ended  December  31,  2009 and  2008,
respectively.


NOTE 5 - DRILLING PARTNERSHIPS

As of December  31, 2009 and 2008,  the Company  holds net revenue  interests in
various drilling partnerships.  The Company holds no ownership interest in these
drilling  partnerships.  Under the  agreements,  the Company helps  organize the
formation of these  wells,  provides  management  services,  and  oversees  well
operation.  In return for these  services,  the Company  receives a revenue only
interest  in  the  partnerships,  typically  12.5%.  This  income  is  shown  as
investment income on the statements of operations and members' equity.





NOTE 5 - DRILLING PARTNERSHIPS (Continued)

As part of its  services  provided  to the  drilling  partnerships,  the Company
collects the contributions of the drilling partnerships' investors.  Using these
funds,  the Company  pays for the  expenses  incurred by the  partnerships.  The
Company  records  no  expenses  of the  partnerships  on its own  statements  of
operations  and members'  equity.  The excess of  contributions  collected  over
partnership  expenses  paid are shown as deposits on the balance  sheets.  As of
December  31,  2009 and 2008,  the  Company  had  deposits  due to the  drilling
partnerships in the amounts of $503,224 and $239,536, respectively.


NOTE 6 - OPERATING LEASES

The  Company   leased  a  building  from  an  unrelated   third  party  under  a
month-to-month  lease  agreement,  with  monthly  payments  of $300.  Total rent
expense  under this lease was $790 and $3,600 for the years ended  December  31,
2009 and 2008,  respectively.  This  building  is no longer  being  leased as of
December 31, 2009.

During April 2009, the Company  entered into a lease agreement with an unrelated
third party for a second building. The lease agreement requires monthly payments
of $750 and expires  April 2012.  Total rent expense under this lease was $6,750
for the year ended December 31, 2009.

The  following  is a  schedule  of  minimum  future  rental  payments  under the
operating leases described above:

Year ending December 31,            Amount
- -----------------------             ------
2010                                $9,000
2011                                 9,000
2012                                 3,000
                                    ------
                                     $21,000
                                   =======
NOTE 7 - SUBSEQUENT EVENT

During March 2010, the Company settled certain  environmental  litigation  which
was in process as of  December  31,  2009.  As a result of the  settlement,  the
Company is required to pay $70,000  during the year ended  December  31, 2010 in
addition  to the  $100,000  paid  during  the  year  ended  December  31,  2009.
Additionally,  the  Company is expected to receive  $230,000  from a  consultant
contracted by the Company for services  provided which lead to the environmental
litigation.  In accordance  with ASC 450  Contingencies,  the liability has been
recorded on the balance sheets,  while the gain and related  receivable has not.
The income from the settlement will be recognized in the year received.






                     GULFSTAR ENERGY, INC. AND SUBSIDIARIES
            UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                December 31, 2009
                                   (Unaudited)

                                                                                                       

                                                                      Historical
                                                ---------------------------------------------------------
                                           Gulfstar Energy       Talon Energy         Gulfstar Energy   Pro forma       Pro forma
                                           Corporation           Corporation         Group, LLC         adjustments    consolidated
                                         ------------------    -----------------    --------------   --------------   --------------

Cash and cash equivalents                  $             780   $         102,422  $       705,622                         $ 808,824
Note receivable                                            -                   -           10,000                            10,000
Deferred tax benefit                                       -             203,600                -                           203,600
                                               --------------      --------------    -------------                   ---------------
   Total current assets                                  780             306,022          715,622                         1,022,424
                                               --------------      --------------    -------------                   ---------------
Property and equipment, net                            1,122                   -        3,610,092                         3,611,214
                                               --------------      --------------    -------------                   ---------------
Note receivable, related party                             -                   -           82,325                            82,325
Intangible assets                                          -                   -          169,374                           169,374
Goodwill                                                   -                   -                -            441,656        441,656
                                               --------------      --------------    -------------                   ---------------
  Total other assets                                       -                   -          251,699                           693,355
                                               --------------      --------------    -------------                   ---------------
   Total assets                            $           1,902   $         306,022        4,577,413                       $ 5,326,993
                                               ==============      ==============    =============                   ===============

LIABILITIES AND
      STOCKHOLDERS' (DEFICIT) EQUITY
Accounts payable                           $           9,156   $               -  $       842,149                         $ 851,305
Litigation settlement payment                              -                   -           70,000                            70,000
Deposits                                                   -                   -          503,224                           503,224
Accrued expenses and liabilities                           -             278,704           30,655                           309,359
Loans from shareholders                                6,930                   -                -                             6,930
                                               --------------      --------------    -------------                   ---------------
   Total current liabilities                          16,086             278,704        1,446,028                         1,740,818
                                               --------------      --------------    -------------                   ---------------
Non-controlling interest                                   -                   -                -          1,252,554      1,252,554

Common stock                                           3,955               1,280                -             10,516         15,751
Additional paid in capital                           449,819             443,912                -           (454,692)       439,039
Equity membership                                          -                            6,177,286         (2,470,914)     3,706,372
Accumulated deficit                                 (467,958)           (417,874)      (3,045,901)         2,104,192     (1,827,541)

                                               --------------      --------------    -------------                   ---------------
     Total stockholders' (deficit) equity            (14,184)             27,318        3,131,385                         3,586,175
                                               --------------      --------------    -------------                   ---------------
       stockholders' (deficit) equity      $           1,902   $         306,022  $     4,577,413                       $ 5,326,993
                                               ==============      ==============    =============                   ===============












                     GULFSTAR ENERGY, INC. AND SUBSIDIARIES
       UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2009
                                   (Unaudited)
                                                                                                       

                                                                      Historical
                                                ---------------------------------------------------------
                                           Gulfstar Energy       Talon Energy         Gulfstar Energy   Pro forma       Pro forma
                                           Corporation           Corporation         Group, LLC         adjustments    consolidated
                                         ------------------    -----------------    --------------   --------------   --------------

Revenues                              $                  -    $               -    $            -                         $       -
Direct Costs                                             -                    -                 -                                 -
                                         ------------------    -----------------    --------------                    --------------
Gross profit                                             -                    -                 -                                 -
                                         ------------------    -----------------    --------------                    --------------
Operating expenses:
    Administrative expense                          79,547              556,949           596,198            2,775        1,235,469
    Impairment of Goodwill                               -                    -                 -                                 -
                                         ------------------    -----------------    --------------                    --------------
Total operating expenses                            79,547              556,949           596,198                         1,235,469
                                         ------------------    -----------------    --------------                    --------------
Loss from operations                               (79,547)            (556,949)         (596,198)                       (1,235,469)
                                         ------------------    -----------------    --------------                    --------------
Other income:
Non-Controlling Interest                                 -                    -                 -          302,260          306,260
     Other income                                        -                  410            10,548                            10,958
     Other expense                                   3,750                    -          (170,000)                         (166,250)
                                         ------------------    -----------------    --------------                    --------------
                                                    (3,750)                 410          (159,452)                          146,968
                                         ------------------    -----------------    --------------                    --------------
Deferred income taxes                                    -             (181,500)                -                          (181,500)
                                         ------------------    -----------------    --------------                    --------------
Net loss                              $            (83,297)   $        (375,039)  $      (755,650)                      $  (907,001)
                                         ==================    =================    ==============                    ==============
Basic and diluted net loss
per common share                      $              (0.02)                                                        $          (0.06)
                                         ==================                                                           ==============
Weighted average number
of common
  shares outstanding                             3,507,320                                              (3,065,905)      15,751,074
                                         ==================                                                           ==============
                                                                                                           145,000
                                                                                                             5,000
                                                                                                        15,159,659




             UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

On May 5, 2010,  Gulfstar Energy  Corporation ("the Company") entered into Share
Exchange Agreement (Agreement) with Talon Energy Corporation (Talon). Talon is a
Florida  Company  engaged in management  activities in the oil and gas industry.
The closing of the  acquisition  of Talon was  contingent  upon the  delivery of
audited  financial  statements  of Talon and the  issuance  and  delivery of the
common  stock of the Company and Talon.  On June 24,  2010,  the  Agreement  was
replaced by a Revised and  Amended  share  Exchange  and  Acquisition  Agreement
providing  essentially  the same  terms  and  requiring  and  contemplating  the
delivery of a Share Exchange  Agreement for approximately 60% of Gulfstar Energy
Group LLC and closing  thereon  and  delivery of an  Acquisition  Agreement  for
approximately  40% of Gulfstar Energy Group LLC. The Agreement  provided for the
Company  to  issue  3,500,000  restricted  shares  of its  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 owns 100% of the issued and
outstanding stock of Talon.

On June 24,  2010,  the Company  entered  into and  completed  a Share  Exchange
Agreement  with Jason Sharp and Timothy  Sharp,  officers  and  shareholders  of
Gulfstar  Energy  Group  LLC,  a  Mississippi  Limited  Liability  Company,  for
approximately   60%  of  Gulfstar  Energy  Group  LLC,  for  11,659,659   shares
(restricted) of common stock of the Company.

The  Acquisition  Agreement  with  Gulfstar  Energy Group LLC,  provides for the
Acquisition of the remaining  approximately 40% of the outstanding  interests of
the LLC, but requires the  effectiveness of a Registration  Statement filed with
SEC to  register  shares for  offering  to the  individual  interest  holders of
8,340,341 shares of common stock.

The Gulfstar  Energy Group LLC and the Talon Energy  acquisition  were accounted
for as a reverse  merger  acquisition,  in which  Gulfstar  Energy Group LLC was
determined  to be the  acquirer for  accounting  purposes.  On May 5, 2010,  the
Company  effected  a  reverse  split  of the  common  stock of  Gulfstar  Energy
Corporation in conjunction with the transactions  with Talon Energy  Corporation
and Gulfstar Energy Group, LLC. The reverse split was on a 1 for 8 basis.

The accompanying  unaudited condensed pro forma consolidated balance sheet gives
effect to the acquisition as if it had been consummated on December 31, 2009.

The  accompanying  unaudited  condensed  pro forma  consolidated  statements  of
operations  for the fiscal year ended  December  31,  2009,  gives effect to the
acquisition as if it had been consummated on January 1, 2009, respectively.








The  unaudited pro forma  consolidated  financial  statements  should be read in
conjunction with the historical financial statements of Talon Energy Corporation
and Gulfstar Energy Group LLC, as well as those of the Registrant. The unaudited
pro forma consolidated  financial  statements do not purport to be indicative of
the financial  position or results of  operations  that would have actually been
obtained had such  transactions  been  completed as of the assumed dates and for
the periods  presented,  or which may be  obtained in the future.  The pro forma
adjustments are described in the accompanying notes and are based upon available
information and certain assumptions that the Registrant believes are reasonable.







                  GULFSTAR ENERGY CORPORATION AND SUBSIDIARIES

               NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                   BALANCE SHEET AND STATEMENTS OF OPERATIONS
                      BALANCE SHEET AS OF DECEMBER 31, 2009
                                       AND
          STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2009
                                   (Unaudited)

(a) This entry is recorded to reflect the reverse  split of the common  stock of
Gulfstar  Energy  Corporation in conjunction  with the  transactions  with Talon
Energy  Corporation and Gulfstar Energy Group, LLC. The reverse split was on a 1
for 8 basis.

(b) This entry is recorded to reflect the issuance of 145,000  post-split shares
of the Company's  restricted  common stock for services valued at $4,350or $0.03
per share.

(c) This entry is recorded to reflect the issuance of 5,000 post-split shares of
the Company's restricted common stock as payment of outstanding debt of $5,000.

(d)  This  entry  is  recorded  to  reflect  reverse  merger  accounting  of the
acquisitions of Gulfstar Energy Group, LLC and Talon Energy.

In  order  to  effect  the  acquisitions,  Gulfstar  Energy  Corporation  issued
3,500,000 shares of its common stock to the shareholders of Talon Energy for all
of the issued and outstanding stock of Talon Energy and 11,659,659 shares of its
common stock to the equity holders of 60% of the equity of Gulfstar Energy, LLC.

The Company has  accounted  for the purchase as a reverse  merger with  Gulfstar
Energy Group LLC being considered the acquirer for accounting purposes.


15,159,659 shares at $0.03 per share                                 $454,790
  Total assets of Talon Energy and
    Gulfstar Energy Corporation                 $307,924
   Total liabilities of Talon Energy and       ($294,790)
                                                                          13,134
                                                         -----------------------
Goodwill                                                              $441,656






                                   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
                                                    ----------------
                                                       Robert McCann,
                                                       Chief Executive Officer
Date: August 5, 2010

                                       16