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: October 18, 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 8 - OTHER EVENTS
Item 8.01 Other Events
Timberline Letter of Intent
On October 18, 2010, GulfStar Energy Corporation (the Company) entered into a
Letter of Intent with Timberline Production Company, LLC of Casper, Wyoming to
purchase 100% of the Working Interest (WI) in and assets connected to oil and
gas leases located in the Greasewood Field in Niobrara County, Wyoming. The
Company has indicated its intent to purchase such WI for cash of $75 Million.
The Company intends to close on the purchase, subject to the completion of
financing, by December 31, 2010.
Maxin Letter of Intent
The Company has revised its engagement with Maxim Group LLC 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. Previously, the engagement
provided for the gross proceeds from the filing to be up to $15 Million. The
revised engagement has provided that the gross proceeds from the filing will be
up to $100 Million. The precise terms of the Securities will be negotiated
between the Placement Agent and the Company with potential Investors.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following is a complete list of exhibits filed as
part of this Report. Exhibit numbers correspond to the numbers in the exhibit
table of Item 601 of Regulation S-K.
Exhibit No. Description
----------- -----------
10.1 Letter of Intent, dated October 18, 2010*
- --------------------
*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
----------------
Robert McCann, Chief Executive Officer
Date: October 22, 2010