UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: August 26, 2010
GULFSTAR ENERGY CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado 333-151398 02-0511381
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(State or other jurisdiction of (Commission File (IRS Employer Identification
incorporation) Number) Number)
3410 Embassy Drive, West Palm Beach, FL, 33401
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(Address of Principal Executive Offices) (Zip Code)
(561) 703-8974
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Registrant's telephone number, including area code
Gulfstar Energy Corporation
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)
Section 8 - OTHER EVENTS
Item 8.01 Other Events.
Letter of Intent
Gulfstar Energy Corp, a Colorado corporation (collectively with its
owned or controlled subsidiaries, the "Company") has engaged Maxim Group LLC
(together with its affiliates and subsidiaries, the "Placement Agent") to act as
the Company's exclusive Placement Agent in connection with the Company's
proposed private placement (the "Offering") of equity, convertible, debt and/or
equity linked securities (the "Securities") of the Company. The precise terms of
the Securities and the gross proceeds of such Offering will be negotiated
between the Placement Agent and the Company with one or more Investors (as
defined below), it being understood that the gross proceeds of the Offering will
be up to $15 million.
Section 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(c) 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-B.
Exhibit No. Description
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10.1 Letter of Intent
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*Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
GULFSTAR ENERGY, CORPORATION
By: /s/Robert McCann
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Robert McCann, Chief Executive Officer
Date: September 15, 2010