May 11, 2011
Mr. Karl Hiller
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-7010
Re: Gulfstar Energy Corporation
Form 10-K for the Fiscal Year Ended December 31, 2009
Filed March 29,
2010 Form 8-K Filed August 5, 2010
Form 10-Q for the Fiscal Quarter Ended June 30, 2010
Filed October 6, 2010
File No. 333-151398
Dear Mr. Hiller:
We are in receipt of your correspondence dated April 1, 2011, regarding the
above referenced Securities and Exchange Commission Filings of Gulfstar Energy
Corporation ("the Company"). We are providing the following responses to such
comment letter. The responses set forth below are numbered to correspond to the
numbered comments in the Staff's comment letter, which have been reproduced here
for ease of reference.
Form 8-K Filed August 5, 2010
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General
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1. We note your response to prior comment 1 and ask that you file your amended
Form 8-K with your proposed revisions without further delay. If you would
like to submit a draft copy of your amendment, please submit it with your
response and clearly identify it as a draft.
Response to Comment 1
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We have filed Amendment No. 4 to our Current Report on Form 8-K, dated
August 5, 2010 that now includes the signed audit reports and the labels
for all pro forma adjustments that are included in the Unaudited Condensed
Consolidated Balance Sheet and in the Condensed Consolidated Statement of
Operations to correspond to the narrative disclosures that are included in
the pro forma footnotes. A copy of which is attached hereto.
Form 10-Q for the Quarter Ended June 30, 2010
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Note 1 - Organization and Summary of Significant Accounting Policies, page 8
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2. We have read your response to prior Comment 2 and see that you included pro
forma information for the quarter ended March 31, 2010 which you propose to
include in an amendment to the Form 8-K filed on August 5, 2010. However
our comment pertained to the pro forma information required in the notes to
your financial statement under Rule 8-03(b)(4) of Regulation S-X. This
requires pro forma information for the interim period in which the
acquisition occurred and the corresponding interim period of the preceding
fiscal year. As your acquisition of Talon Energy Corporation occurred on
June 30, 2010, you will need pro forma information for the quarterly,
cumulative and comparative periods covered in your Form 10-Q for the
quarter ended June 30, 2010. Please submit the revisions necessary to
comply with Rule 8-03(b)(4) of Regulation S-X.
In response to your comment, we filed an Amended Quarterly Report on Form
10-Q for the quarter ended June 30, 2010 including the pro forma
information for the three and six months ended June 30, 2010 and 2009
pursuant to Rule 8-03(b)(4) of Regulation S-X. A copy of which is attached
hereto.
We believe that these amended filings comply with your comments.
Sincerely,
/s/ Stephen Warner
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Stephen Warner, CFO
Gulfstar Energy Corporation
3410 Embassy Drive
West Palm Beach, FL 33401
Cc: Michael A. Littman
Attorney At Law
Scott Miller
UHY, LLP