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: March 24, 2011
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)
600 17th Street Suite 2800 Denver, Colorado 80202
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(Address of Principal Executive Offices) (Zip Code)
(303)260-6492
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Registrant's telephone number, including area code
(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 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Acquisition Agreement
On June 24, 2010, Gulfstar Energy Corporation ("the Company") entered into an
Acquisition Agreement by and between the Company and Gulfstar Energy Group, LLC,
as reported in the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission ("SEC") on August 5, 2010.
On June 24, 2010, the Company acquired 60% of the equity interest in Gulfstar
Energy Group, LLC pursuant the Share Exchange Agreement entered into on that
day. Pursuant to the Acquisition Agreement, the Company agreed to acquire the
remaining 40% of the equity interest in Gulfstar Energy Group, LLC in exchange
for 8,340,341 shares of its common stock. The closing on such acquisition was
set to occur upon, among other things, the filing of a Registration Statement,
registering such shares with the SEC by December 1, 2010 and the effectiveness
of such Registration Statement by March 31, 2011.
On March 24, 2011, the Company and Gulfstar Energy Group, LLC agreed to amend
the Acquisition Agreement, to extend the filing date of the Registration
Statement to September 30, 2010 and the effectiveness of such agreement by
December 31, 2011. All other terms and provisions of the Acquisition Agreement
remained unchanged.
SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities.
Issuances of Common Stock
During the period of January 1, 2011 through March 28, 2011, the Company issued
a total of 509,001 shares of its restricted common stock in exchange for cash of
$763,500. The shares were sold at a price of $1.50 per share as part of the
Company's offering pursuant to Rule 506 of Regulation D of the Securities Act of
1933.
The funds from such sales have been used to support operations of the Company.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following is a complete list of exhibits filed as
part of this Report. Exhibit numbers correspond to the numbers in the exhibit
table of Item 601 of Regulation S-K.
Exhibit No. Description
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2.1 Amendment to the Acquisition Agreement dated
June 24, 2010
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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: March 31, 2011