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: January 23, 2012
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)
555 Eldorado Blvd., Suite 100, Broomfield, CO 80021
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(303) 404-2160
--------------
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 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Removal of Director
Effective January 19, 2012, Mr. Robert McCann, a Director of GulfStar Energy
Corporation ("the Company") was removed from such positions by a majority
written consent of the Company's Shareholders.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 12, 2012, the Company's Board of Directors approved the amendment of
the Company's By-Laws as follows:
To amend Article 4) Board of Directors, Paragraph E) Removal
e) REMOVAL. Stockholders holding at least 50.10% of the
outstanding shares entitled to vote at an election of directors
may remove any director or the entire Board of Directors at any
time, with or without cause.
To amend Article 5) Meetings of Directors, Paragraph E) Notice of Special
Meetings
e) NOTICE OF SPECIAL MEETINGS. The person or persons
calling a special meeting of the Board shall give written
notice to each director of the time, place, date and purpose
of the meeting of not less than three business days if by mail
and not less than 24 hours if by electronic communication or
in person before the date of the meeting. If mailed, notice is
given on the date deposited in the United States mail, postage
prepaid, to such director. A director may waive notice of any
special meeting, and any meeting shall constitute a legal
meeting without notice if all the directors are present or if
those not present sign either before or after the meeting a
written waiver of notice, a consent to such meeting, or an
approval of the minutes of the meeting. A notice or waiver of
notice need not specify the purposes of the meeting or the
business which the Board will transact at the meeting.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 19, 2012, a majority of the Company's shareholders, by written
consent, voted to remove Robert McCann as a director of the Company. At the time
of the vote, the Company had 11,615,479 shares of common stock issued and
outstanding. A total of 6,137,816 shares of common stock were voted in favor of
the resolution or 52.84% of the shares issued and outstanding.
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
----------- -----------
3.1(ii) Amended By-Laws of Gulfstar Energy Corporation
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/ Donald Walford
------------------
Donald Walford,
Chief Executive Officer
Date: January 25, 2012