Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10Q/A
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(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the quarterly period ended June 30, 2010
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to ___________
Commission file number: 333-151398
GULFSTAR ENERGY CORPORATION
(Formerly known as: Bedrock Energy, Inc.)
-----------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 02-0511381
-------- ----------
(State of Incorporation) (IRS Employer ID Number)
3410 Embassy Drive, West Palm Beach, FL 33401
-----------------------------------------------
(Address of principal executive offices)
800-820-1632
--------------------------
(Registrant's Telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to the filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated file, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] (Do
not check if a smaller reporting company) Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [ X]
Indicate the number of share outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of September 28, 2010, there were 17,804,691 shares of the registrant's
common stock issued and outstanding.
PART I - FINANCIAL INFORMATION Page
------------------------------ ----
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets - June 30, 2010 (Unaudited)
and December 31, 2009 1
Condensed Consolidated Statements of Operations (Unaudited) -
Three and Six months ended June 30, 2010 and 2009 and
From May 19, 2006, (Inception) to June 30, 2010 2
CondensedConsolidated Statements of Cash Flows (Unaudited) - Six
months ended June 30, 2010 and 2009 and
From May 19, 2006 (Inception) to June 30, 2010 3
Notes to the Unaudited Condensed Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk - Not Applicable 17
Item 4. Controls and Procedures 17
PART II - OTHER INFORMATION
Item 1. Legal Proceedings -Not Applicable 18
Item 1A. Risk Factors - Not Applicable 18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 18
Item 3. Defaults Upon Senior Securities - Not Applicable 19
Item 4. Removed and Reserved 19
Item 5. Other Information - Not Applicable 19
Item 6. Exhibits 19
SIGNATURES 20
EXPLANATORY NOTE
Gulfstar Energy Company, (the "Company"), is filing this Amendment to its
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010 filed
with the Securities and Exchange Commission on October 6, 2010, for the sole
purpose of amending the disclosures in the Financial Statements and the Notes to
the Financial Statements included in Part I, Item 1 and amending the disclosures
in Part I, Item 2 and Part II, Item 2 of this filing.
This Amendment does not reflect events occurring after the Original Filing
except as noted above. Except for the foregoing amended information, this Form
10-Q/A continues to speak as of the date of the Original Filing and the Company
has not otherwise updated disclosures contained therein or herein to reflect
events that occurred at a later date.
PART I
ITEM 1. FINANCIAL STATEMENTS
GULFSTAR ENERGY CORPORATION AND SUBSIDIARIES
(FORMERLY BEDROCK ENERGY, INC.)
(A Company in the Development Stage)
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 2010 DECEMBER 31, 2009
-------------------- -------------------------
(Unaudited)
ASSETS
Cash and cash equivalents $ 291,317 $ 645,622
Certificate of Deposit 60,000 60,000
Account receivable 28,245 10,000
-------------------- --------------------
Total current assets 379,562 715,622
-------------------- --------------------
Property and equipment, net 4,192,581 3,610,092
-------------------- --------------------
Note receivable, related party - 82,325
Goodwill 368,369 -
Intangible assets 169,374 169,374
-------------------- -------------------
Total other assets 537,743 251,699
-------------------- --------------------
Total assets $ 5,109,886 $ 4,577,413
==================== ====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 904,599 $ 842,149
Litigation settlement payment 45,000 70,000
Deposits 255,332 503,224
Accrued expenses and liabilities 340,060 30,655
-------------------- --------------------
Total current liabilities 1,544,991 1,446,028
-------------------- --------------------
Commitments and Contingencies - -
STOCKHOLDERS' EQUITY - Unaudited
Preferred shares, no par value, 100,000,000 shares authorized;
no shares issued and outstanding - -
Common shares, $0.001 par value, 200,000,000 shares authorized;
15,811,130 and 11,659,659 shares issued and outstanding
at June 30, 2010 and December 31, 2009, respectively 15,811 11,660
Additional paid in capital 5,531,090 6,180,126
Accumulated deficit (3,426,287) (3,060,401)
-------------------- --------------------
Stockholders' equity before non-controlling interest 2,120,614 3,131,385
Non-controlling interest 1,444,281 -
-------------------- --------------------
Total Stockholders' equity 3,564,895 3,131,385
-------------------- --------------------
Total liabilities and stockholders' equity $ 5,109,886 $ 4,577,413
==================== ====================
The accompanying notes are an integral part of the financial statements.
1
GULFSTAR ENERGY CORPORATION AND SUBSIDIARIES
(FORMERLY BEDROCK ENERGY, INC.)
(A Company in the Development Stage)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
----------------------------------- ---------------------------------------
June 30, 2010 June 30, 2009 June 30, 2010 June 30, 2009
---------------- ---------------- ---------------- --------------------
Net Revenues $ 33,134 $ - $ 37,303 $ -
Cost of Sales 11,342 - 11,342 -
---------------- ---------------- ---------------- --------------------
Gross profit 21,792 - 25,961 -
---------------- ---------------- ---------------- --------------------
Operating expenses:
General and Administrative expense 427,361 173,330 625,200 297,270
---------------- ---------------- ---------------- --------------------
Total operating expenses 427,361 173,330 625,200 297,270
---------------- ---------------- ---------------- --------------------
Loss from operations (405,569) (173,330) (599,239) (297,270)
---------------- ---------------- ---------------- --------------------
Other income:
Other income 1,988 - 233,353 -
Other expense - - - -
---------------- ---------------- ---------------- --------------------
1,988 - 233,353 -
--------------- ---------------- ---------------- --------------------
Loss before income taxes (403,581) (173,330) (365,886) (297,270)
Income taxes - - - -
---------------- ---------------- ---------------- --------------------
Net loss $ (403,581)$ (173,330)$ (365,886)$ (297,270)
================ ================ ================ ====================
Basic and diluted net loss
per common share $ (0.03)$ $ (0.02)$ (0.03)$ $ (0.03)
================ ================ ================ ====================
Weighted average number of
common shares outstanding 11,918,189 10,699,647 11,821,647 10,474,627
================ ================ ================ ====================
2
The accompanying notes are an integral part of the financial statements
GULFSTAR ENERGY CORPORATION AND SUBSIDIARIES
(FORMERLY BEDROCK ENERGY, INC.)
(A Company in the Development Stage)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(continued)
Period From(Inception)
May 19, 2006 through
June 30, 2010
------------------
Net Revenues 37,303
Cost of Sales 11,342
------------------
Gross profit 25,961
------------------
Operating expenses:
General and Administrative expense 3,461,172
------------------
Total operating expenses 3,461,172
------------------
Loss from operations (3,435,211)
------------------
Other income:
Other income 247,902
Other expense (238,978)
------------------
8,924
------------------
Loss before income taxes (3,426,287)
Income taxes -
------------------
Net loss $ (3,426,287)
==================
Basic and diluted net loss
per common share
Weighted average number of
common shares outstanding
The accompanyiung notes are an integral part of the finfnacial statements
3
GULFSTAR ENERGY CORPORATION AND SUBSIDIARIES
(FORMERLY BEDROCK ENERGY, INC.)
(A Company in the Development Stage)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended Period From
------------------------ (Inception)
OPERATING ACTIVITIES June 30, June 30, May 19, 2006
2010 2009 through June
30, 2010
----------- ----------- -----------
Net (loss) $ (365,886)$ (297,270)$ (3,426,287)
Adjustments to reconcile net loss to net
cash flows from operating activities:
Transfer of officer note receivable to
compensation 82,325 - -
Depreciation 54,004 - 82,777
Changes in:
Litigation settlement payable (25,000) - 45,000
Other receivables (28,245) - (28,245)
Accounts payable and accrued
expenses 26,783 817,567 899,587
Deposits (247,892) 209,999 255,332
----------- ----------- -----------
Net cash provided by (used in) operating
activities (503,911) 730,296 (2,171,836)
----------- ----------- -----------
INVESTING ACTIVITIES
Expenditures for property and equipment (16,343) (57,784) (123,247)
Expenditures for construction in progress (619,028) (1,863,125) (4,150,989)
Acquisition of Talon, net of cash acquired 76,977 - 76,977
Collection of note receivable 10,000 - -
Investment in Certificate of Deposit - - (60,000)
Expenditures for intangible assets - (99,602) (169,374)
----------- ----------- -----------
Net cash used in investing activities (548,394) (2,020,511) (4,426,633)
----------- ----------- -----------
FINANCING ACTIVITIES
Equity redemptions (41,000) (50,000) (182,636)
Equity contributions 739,000 1,261,366 7,072,422
----------- ----------- -----------
Net cash provided by financing
activities 698,000 1,211,366 6,889,786
----------- ----------- -----------
NET CHANGE IN CASH (354,305) (78,849) 291,317
CASH, Beginning 645,622 582,749 -
----------- ----------- -----------
CASH, Ending $ 291,317 $ 503,900 $ 291,317
=========== =========== ===========
4
The accompanying notes are an integral part oof the financial statements.
GULFSTAR ENERGY CORPORATION AND SUBSIDIARIES
(Formerly Bedrock Energy, Inc.)
(A Company in the Development Stage)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2010
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Bedrock Energy, Inc., (the Company) was incorporated in Colorado on August 11,
2004 and on May 5, 2010, its name changed to Gulfstar Energy Corporation.
Acquisitions
On May 5, 2010, Gulfstar Energy Corporation ("the Company") entered into Share
Exchange Agreement (Agreement) with Talon Energy Corporation (Talon). Talon is a
Florida Company engaged in management activities in the oil and gas industry. On
June 24, 2010, the Agreement was replaced by a Revised and Amended share
Exchange and Acquisition Agreement providing essentially the same terms and
requiring and contemplating the delivery of a Share Exchange Agreement for
approximately 60% of Gulfstar Energy Group LLC and closing thereon and delivery
of an Acquisition Agreement for approximately 40% of Gulfstar Energy Group LLC.
The Agreement provided for the Company to issue 3,509,530 restricted shares of
its common stock to the shareholders of Talon in exchange for the issued and
outstanding shares of Talon. After the exchange of such shares the Company owns
100% of the issued and outstanding stock of Talon.
As part of the Talon transaction, the Company issued 739,310 restricted shares
of its common stock for professional fees and closing costs including 729,310
restricted shares of its common stock issued to an affiliate of an officer and
director of the Company.
On June 24, 2010, the Company entered into and completed a Share Exchange
Agreement with Jason Sharp and Timothy Sharp, officers and shareholders of
Gulfstar Energy Group, LLC, a Mississippi Limited Liability Company, for
approximately 60% of Gulfstar Energy Group, LLC, for 11,659,659 shares
(restricted) of common stock of the Company. The Agreement was effective June
30, 2010.
The accounting rules of recapitalization treat Gulfstar Energy Group, LLC as the
acquirer, and accordingly, Income Statement activity prior to June 30, 2010 will
only include the results of Gulfstar Energy Group, LLC. The Balance Sheets of
Gulfstar Energy Corporation and Talon Energy Corporation are consolidated with
Gulfstar Energy Group, LLC and are shown accordingly, as the condensed
consolidated Balance Sheets as of June 30, 2010.
The Acquisition Agreement with Gulfstar Energy Group, LLC, provides for the
Acquisition of the remaining approximately 40% of the outstanding interests of
the Gulfstar Energy Group, LLC, but requires the effectiveness of a Registration
Statement filed with the Securities and Exchange Commission to register
8,340,341 shares of common stock offered to the individual interest holders of
Gulfstar Energy Group, LLC.
The new subsidiary, Gulfstar Energy Group, LLC operates a pipeline in Western
Kentucky and acts as syndicator of financing for wells and as the designated
operator for wells. It has mineral right leases on approximately 9,000 acres,
has acted as syndicator and operator of 24 natural gas wells in Kentucky, has
built and operates a 16-mile gas pipeline and is transporting gas.
5
The Company, through its subsidiaries, is currently focusing its operational
efforts, initially, on the operation of and management of its pipeline gas
system and management of existing oil and gas wells and intends to be involved
in oil and gas operation exploration and development drilling. Geographically,
the Company is focused on oil and non-conventional shale gas in the Illinois
Basin of Western Kentucky. The Company's strategic focus will be on lower risk
profile income producing oil and gas assets that have sizable developmental
drilling potential with multiple pay zones. The Company intends to focus its
pipeline development efforts on private producers of constrained and shut-in
natural gas assets in Western Kentucky. The Company intends to provide producers
in its area with a turn key solution of access to an additional developmental
drilling partner, midstream management, and to provide an economical downstream
solution to move existing production towards liquidity.
The Gulfstar Energy Group, LLC acquisition was accounted for as a reverse
recapitalization in which Gulfstar Energy Group, LLC was determined to be the
acquirer for accounting purposes. Prior periods represent those of Gulfstar
Energy Group, LLC and the financial statements have been reclassified for such
presentation. The Talon Energy transaction was accounted for as an acquisition.
Interim Presentation
In the opinion of the management of the Company, the accompanying unaudited
financial statements include all material adjustments, including all normal and
recurring adjustments, considered necessary to present fairly the financial
position and operating results of the Company for the periods presented. The
financial statements and notes are presented as permitted by Form 10-Q, and do
not contain certain information included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2009. It is the Company's opinion
that when the interim financial statements are read in conjunction with the
December 31, 2009 Annual Report on Form 10-K and its Current Report on Form10-Q,
the disclosures are adequate to make the information presented not misleading.
Interim results are not indicative of results for a full year or any future
period.
Principles of Consolidation
The accompanying condensed consolidated balance sheet as of December 31, 2009
and the statements of operations and cash flows for all periods presented
include the accounts of Gulfstar Energy Group, LLC only. The accompanying
condensed consolidated balance sheets as of June 30, 2010, includes the accounts
of Gulfstar Energy Corporation, Gulfstar Energy Group, LLC and Talon Energy
Corporation. All significant inter-company balances and transactions have been
eliminated in consolidation.
Reclassification
Certain amounts previously reported have been reclassified in connection with
the recapitalization and to conform to current presentation.
Going Concern
The Company's financial statements for the six months ended June 30, 2010 have
been prepared on a going concern basis, which contemplates the realization of
assets and the settlement of liabilities and commitments in the normal course of
business. The Company reported an accumulated deficit of $3,426,287 as of June
30, 2010. The Company recognized revenues from its activities of $37,303 during
the six months ended June 30, 2010. At June 30, 2010, the Company had total
current assets of $379,562 and total current liabilities of $1,544,991 for a
working capital deficit of $1,165,429. These factors raise substantial doubt
about the Company's ability to continue as a going concern.
6
Management is actively pursuing additional financing and revenue solutions but
no assurance can be given that these effects will be successful in raising
capital sufficient to fund operations.Non-controlling Interest
The non-controlling interest is related to Gulfstar Energy Group, LLC which is
consolidated, but not wholly owned by the Company. The Company holds
approximately 60% of the equity interest in Gulfstar Energy Group, LLC. At June
30, 2010, the non-controlling interest of approximately 40% was $1,444,281.
Income Taxes
Income tax expense includes federal and state taxes currently payable and
deferred taxes arising from temporary differences between income for financial
reporting and income tax purposes.
Income taxes are provided at the applicable rates on the basis of items included
in the determination of income for income tax purposes. The Company's effective
income tax rate may be different than what would be expected if the Federal and
State statutory rates were applied to income from continuing operations
primarily because of amounts expensed for financial reporting which are not
deductible for tax purposes and items taxable or deductible for tax purposes
which are not includable for financial reporting purposes. The significant
permanent difference is meals and entertainment expense.
Effective January 1, 2009, the Company adopted ASC guidance regarding accounting
for uncertainty in income taxes. This guidance clarifies the accounting for
income taxes by prescribing the minimum recognition threshold an income tax
position is required to meet before being recognized in the financial statements
and applies to all income tax positions. Each income tax position is assessed
using a two step process. A determination is first made as to whether it is more
likely than not that the income tax position will be sustained, based upon
technical merits, upon examination by the taxing authorities. If the income tax
position is expected to meet the more likely than not criteria, the benefit
recorded in the financial statements equals the largest amount that is greater
than 50% likely to be realized upon its ultimate settlement. At June 30, 2010
and December 31, 2009, there were no uncertain tax positions that require
accrual.
None of the Company's federal or state income tax returns are currently under
examination by the Internal Revenue Service ("IRS") or state authorities.
However fiscal years 2006 and later remain subject to examination by the IRS and
respective states.
Deferred income Taxes
Deferred income taxes are provided for timing differences between financial
reporting and income tax purposes under the provisions of accounting for income
taxes, which requires deferred income taxes be computed on the liability method
and deferred tax assets are recognized only when realization is more likely than
not. The primary temporary differences between financial and tax reporting are a
federal net operating loss carryforward and accrued expenses.
As of June 30, 2010, the Company had net operating loss carryforwards for income
tax and financial reporting purposes of approximately $866,231 expiring in the
years 2019 through 2029. The Company also had accrued compensation accruals of
$309,623. The deferred tax assets that result from such items are $399,790.
7
The Company assessed the likelihood of utilization of the deferred tax assets,
in light of recent and expected continuing losses. As a result of this review,
the deferred tax assets have been fully reserved at June 30, 2010.
Income Per Share
Income per share requires presentation of both basic and diluted income per
common share. Common share equivalents, if used, would consist of any options,
warrants and contingent shares, and are not included in the weighted average
calculation since their effect would be anti-dilutive due to the net losses.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amount of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates,
and such differences may be material to the financial statements.
Revenue Recognition
The Company recognizes revenue from its gas and oil activities upon shipment of
the gas and oil to its customers. Royalty revenue is recognized from the
Company's well-management activities upon receipt of payment from the customer.
Property and Equipment
Management capitalizes additions to property and equipment. Expenditures for
repairs and maintenance are charged to expense. Property and equipment are
carried at cost. Adjustment of the asset and the related accumulated
depreciation accounts are made for property and equipment retirements and
disposals, with the resulting gain or loss included in the condensed
consolidated statements of operations.
Goodwill
Goodwill of $390,548 consists of the assumption by the Company of Talon's
negative equity of $263,083 and the purchase of Talon's 3,509,530 common shares
valued at $.03 each which totaled $105,286 and issuance of 739,310 common shares
for acquisition cost valued at $.03 each which totaled $22,179.
Intangible Assets
Intangible assets consist of right of way deposits, which are contracts allowing
the Company to install pipeline on private land. The rights exist indefinitely;
accordingly, no amortization has been recorded. Management evaluates the assets
for impairment whenever events or circumstances indicate a possible impairment.
8
Significant Customer
The Company's pipeline construction was finished during the six months ended
June 30, 2010 and is currently designed to deliver natural gas to one
manufacturing customer located in Kentucky.
Depreciation
For financial reporting purposes, depreciation of property and equipment is
computed using the straight-line method over the estimated useful lives of
assets at acquisition. For tax reporting purposes, depreciation of property and
equipment is computed using the straight-line and accelerated methods over the
estimated useful lives of assets at acquisition.
Recent Accounting Pronouncements
There were accounting standards and interpretations issued during the six months
ended June 30, 2010, none of which are expected to have a material impact on the
Company's financial position, operations or cash flows.
NOTE 2 - RELATED PARTY TRANSACTIONS
Note Receivable
At December 31, 2009, the Company was owed $82,325 from an officer. The note was
non-interest bearing, unsecured, and due no later than two years after the
completion of the pipeline, which was completed during the six months ended June
30, 2010. During the six months ended June 30, 2010 and prior to the acquisition
of Gulfstar Energy Group, LLC, the note receivable was written-off as
compensation expense to the officer.
Deposits
At June 30, 2010 and December 31, 2009, the Company had deposits of $255,352 and
$503,224, respectively, due to the drilling partnerships described in Note 4.
NOTE 3 - PROPERTY AND EQUIPMENT
Property and equipment consist of the following at:
June 30, December 31,
2010 2009
-------------------- --------------------
Furniture $ 19,137 $ 12,964
Vehicles 104,110 93,940
Pipeline Supply System 4,152,111 3,531,961
-------------------- --------------------
4,275,358 3,638,865
Less: Accumulated Depreciation 82,777 28,773
-------------------- --------------------
$ 4,192,581 $ 3,610,092
==================== ====================
9
The Company's natural gas pipeline supply system was placed into operation
during the six months ended June 30, 2010. Depreciation expense was $54,005 and
$15,272 for the six months ended June 30, 2010 and the year ended December 31,
2009, respectively.
NOTE 4 - DRILLING VENTURES
As of June 30, 2010 and December 31, 2009, the Company holds net revenue
interests of 12.5% in various wells in Kentucky. The Company syndicates the
financing of these wells through working interest holders and provides
management and operator services. In return for these services, the Company
receives net royalty revenue, only, in the wells, of typically 12.5%. This
income is shown as royalty income in Note 7 - Information on business segments.
As part of its services provided to the drilling partnerships, the Company
collects the contributions of the drilling partnerships' investors. Using these
funds, the Company pays for the expenses incurred by the partnerships. The
Company records no expenses of the partnerships on its own statements of
operations. The excess of contributions collected over partnership expenses paid
are shown as deposits on the balance sheets. As of June 30, 2010 and December
31, 2009, the Company had deposits due to the drilling partnerships in the
amounts of $255,332 and $503,224, respectively.
NOTE 5 - LITIGATION SETTLEMENT PAYMENT
In March 2010, the Company settled certain environmental litigation, which was
in process at December 31, 2009. As a result of the settlement, the Company is
required to pay $70,000 during the year ended December 31, 2010, in addition to
$100,000 paid during the year ended December 31, 2009. Additionally, the Company
received $230,000 from a consultant contracted by the Company for services
provided which led to the environmental litigation. The income from the
settlement with the consultant is recognized as Other Income on the Consolidated
Statement of Operations.
In February, 2009, the Company received two Notices of Violation from the
Commonwealth of Kentucky's Energy and Environment Cabinet ("Cabinet") as a
result of the Company's failure to obtain appropriate Permits in advance of
certain construction activities and for "causing or contributing to the
pollution of the waters of the Commonwealth of Kentucky" during 2007. The
Company neither admitted to nor denied the alleged violations but accepted civil
responsibility for the violations on May 6, 2010. As a result of the settlement
of the dispute, the Company has agreed to pay a civil penalty of $60,000 to the
Commonwealth of Kentucky by way of 12 equal monthly installment payments,
beginning in May, 2010. The Company recorded a $60,000 General & Administration
Expense during the second quarter of 2010 to recognize the settlement with the
Cabinet and as of June 30, 2010, $45,000 of the liability remains unpaid and is
included in Accounts Payable.
NOTE 6 - OPERATING LEASES
During April 2009, the Company entered into a lease agreement with an unrelated
third party for a building. The lease agreement requires monthly payments of
$750 and expires April 2012. Total rent expense under this lease was $5,226 for
the six months ended June 30, 2010.
10
The following is a schedule of minimum future rental payments under the
operating lease described above:
Year ending December 31, Amount
------------------------ ------
2010 $ 9,000
2011 9,000
2012 3,000
-----
$ 21,000
======
NOTE 7 - Information on Business Segments
The Company organizes its business segments based on the nature of the products
and services offered. The Company primarily focuses on the management of its
pipeline gas system and management of existing oil and gas wells and intends to
be involved in oil and gas operation exploration and development drilling. Such
management and operational activities are concentrated in GulfStar Energy Group,
LLC.
The Company operates two business segments: Royalty Income activities resulting
from its 12.5% share of gas and oil revenues from each producing well that it
manages and Pipeline activities from which the Company buys gas and oil from its
pipeline suppliers and sells the gas and oil to its Customer.
During the second quarter, the Company completed its pipeline project thereby
allowing it to connect the pipeline to producing wells. Gas that was captured
from the wells was transported via the pipeline and sold to its Customer. Based
on Agreements with its Customers, a portion of the final selling price of the
gas that the Company receives from its Customer will be paid to the Customers.
This payment Agreement represents the Company's direct cost of sales of the gas
purchase. All gas sales occur at the spot price of the day's shipment and no
hedging of the purchases or expected sales is made by the Company.
The Assets of the Royalty Income segment represent the unused investment
proceeds that have been received from the Investors and the amount of
capitalized leases that the Company has with its Customers that provide the
Company with access to the owners' land-sites. The Assets of the Pipeline
Segment represent the net capitalized cost of the Pipeline Project.
11
The following data is presented for the Company's two Operating Segments:
Royalty Income activities and Pipeline activities.
Three Months Ended Six Months Ended
30 June, 30 June,
-------- --------
2010 2009 2010 2009
---- ---- ---- ----
Net Revenues
Royalty Income Activities 4,889 - 9,058 -
Pipeline Activities 28,245 - 28,245 -
------- ------- -
Total Revenue 33,134 37,303 -
======= =======
Operating Income (Loss)
-----------------------------------
Royalty Income Activities 4,889 - 9,058 -
Pipeline Activities 16,903 - 16,903 -
Corporate Expenses (427,361) (173,330) (625,200) (297,270)
--------- --------- --------- ---------
Total Operating Income (Loss) (405,569) (173,330) (599,239) (297,270)
========= ========= ========= =========
Total Assets 6/30/2010 12/31/2009
------------ --------- ----------
Royalty Income Activities 254,594 521,835
Pipeline Activities 4,855,292 4,055,578
---------- ---------
Total Assets 5,109,886 4,577,413
========== ==========
NOTE 8 - STOCKHOLDERS' EQUITY
Preferred Shares
The Company is authorized to issue 100,000,000 shares of no par value preferred
stock. As of June 30, 2010, the Company has no shares issued and outstanding.
Common Shares
The Company is authorized to issue 200,000,000 shares of $.001 voting common
stock. As of June 30, 2010 there were a total of 16,550,440 shares of common
stock issued and outstanding. On May 5, 2010, the Board of Directors of the
Company authorized a one share for eight share reverse stock split, effective on
May 5, 2010. All share references have been adjusted for the reverse split.
During the six months ended June 30, 2010, the Company issued 4,248,840 shares
of its restricted common stock as part of the acquisition of Talon Energy
Corporation.
12
NOTE 9 - UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION UNDER
RULE 8-03(b)(4) OF REGULATION S-X AS TO A BUSINESS COMBINATION -
Effective June 30, 2010, the Company acquired 100% of the issued and outstanding
stock of Talon. Talon provides management services in the oil and gas industry
and the ability to obtain capital. As a result of the acquisition, the Company
has been able to use this management experience as well as the ability to obtain
capital for the acquisitions and development of oil and gas properties. The
acquisition was accounted for using the purchase method in accordance with
guidance provided in Topic 805 of the Codification.
The following provides the pro forma information that reflects revenue, loss
from operations, net loss, net loss attributable to the Company and loss per
share for the three and six months ended June 30, 2010 and 2009 as though the
acquisition and reverse recapitalization occurred at the beginning of the
periods:
For the Three Months Ended June 30, For the Six Months Ended June 30,
-------------------------------------------------- --------------------------------------------------
------------ ------------ ------------ ------------
2010 2009 2010 2009
------------ ------------ ------------ ------------
Revenue $ 33,134 $ - $ 37,303 $ -
Loss from operations $ (405,569) $ (173,330) $ (599,239) $ (297,270)
Net loss $ (403,581) $ (173,330) $ (365,886) $ (297,270)
Net loss attributable to the
Common stockholders $ (235,288) $ (101,051) $ (213,312) $ (173,308)
Loss per share $ (0.01) $ (0.01) $ (0.01) $ (0.01)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with our unaudited
financial statements and notes thereto included herein. In connection with, and
because we desire to take advantage of, the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange Commission. Forward-looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results or other developments.
Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any forward looking
statements made by, or on our behalf. We disclaim any obligation to update
forward-looking statements.
OPERATIONS
On May 5, 2010, Gulfstar Energy Corporation ("the Company") entered into Share
Exchange Agreement (Agreement) with Talon Energy Corporation (Talon). Talon is a
Florida Company engaged in management activities in the oil and gas industry. On
June 24, 2010, the Agreement was replaced by a Revised and Amended share
Exchange and Acquisition Agreement providing essentially the same terms and
requiring and contemplating the delivery of a Share Exchange Agreement for
approximately 60% of Gulfstar Energy Group, LLC and closing thereon and delivery
of an Acquisition Agreement for approximately 40% of Gulfstar Energy Group, LLC.
The Agreement provided for the Company to issue 3,509,530 restricted shares of
its common stock to the shareholders of Talon in exchange for the issued and
outstanding shares of Talon. After the exchange of such shares the Company owns
100% of the issued and outstanding stock of Talon.
On June 24, 2010, the Company entered into and completed a Share Exchange
Agreement with Jason Sharp and Timothy Sharp, officers and equity members of
Gulfstar Energy Group, LLC, a Mississippi Limited Liability Company, for
approximately 60% of Gulfstar Energy Group, LLC, for 11,659,659 shares
(restricted) of common stock of the Company. The Agreement was effective on June
30, 2010.
The Acquisition Agreement with Gulfstar Energy Group, LLC, provides for the
Acquisition of the remaining approximately 40% of the outstanding interests of
Gulfstar Energy Group, LLC, but requires the effectiveness of a Registration
Statement filed with SEC to register 8,340,341 shares of common stock to offer
to the individual interest holders of Gulfstar Energy Group, LLC.
13
The Company, through its new subsidiaries, is initially focusing its efforts, on
the operation and continuing construction of its, pipeline gas system and
management of existing oil and gas wells. Initial construction of the pipeline
was completed the second quarter of 2010. The Company intends to be involved in
oil and gas operations, exploration and development drilling which is
geographically focused on oil and non-conventional shale gas in the Illinois
Basin of Western Kentucky. The Company's strategic focus is on lower risk
profile income producing oil and gas assets that have sizable developmental
drilling potential with multiple pay zones. The Company intends to focus its
pipeline development efforts on private producers of constrained and shut-in
natural gas assets in Western Kentucky. The Company intends to provide producers
in its area with a turnkey solution of access to an additional developmental
drilling partner, midstream management, and to provide an economical downstream
solution to move existing production towards liquidity.
As of June 30, 2010 and December 31, 2009, the Company holds net revenue
interests of 12.5% in various wells in Kentucky. The Company syndicates the
financing of these wells through working interest holders and provides
management and operator services. In return for these services, the Company
receives a net revenue interest, only, in the wells, of typically 12.5%.
As part of its services provided to the drilling partnerships, the Company
collects the contributions of the drilling partnerships' investors. Using these
funds, the Company pays for the expenses incurred by the partnerships. The
Company records no expenses of the partnerships on its own statements of
operations. The excess of contributions collected over partnership expenses paid
are shown as deposits on the balance sheets. As of June 30, 2010 and December
31, 2009, the Company had deposits due to the drilling partnerships in the
amounts of $255,332 and $503,224, respectively.
The Company will need substantial additional capital to support its proposed
future energy operations. There are currently minimal revenues and limited
committed sources for additional funds as of date hereof. No representation is
made that any funds will be available when needed. In the event funds cannot be
raised when needed, the Company may not be able to carry out its business plan,
may never achieve projected levels of sales or royalty income, and could fail in
business as a result of these uncertainties.
Decisions regarding future participation in exploration wells or geophysical
studies or other activities will be made on a case-by-case basis and in any
particular case, decide to participate or decline participation. If
participating, we may pay our proportionate share of costs to maintain our
proportionate interest through cash flow or debt or equity financing. If
participation is declined, we may elect to farmout, non-consent, sell or
otherwise negotiate a method of cost sharing in order to maintain some
continuing interest in the prospect.
RESULTS OF OPERATIONS
For the Three Months Ended June 30, 2010 Compared to the Three Months Ended June
30, 2009
During the three months ended June 30, 2010, we recognized revenues of $33,134
from our pipeline and oil and gas management activities with corresponding
direct costs of $11,342 for a gross profit of $21,792. During the three months
ended June 30, 2009, we did not recognize any revenues from our other business
activities.
14
During the three months ended June 30, 2010, we incurred total operating
expenses of $427,361 compared to $173,330 during the three months ended June 30,
2009. The increase of $254,031 was a result of increases in general and
administrative expenses resulting from the recapitalization of Gulfstar Energy
Group, LLC and the acquisition of Talon Energy Corporation and the increased
operational activities of the Company as a result of completion of the pipeline.
During the three months ended June 30, 2010, we incurred a net loss of $403,581
compared to a net loss of $173,330 during the three months ended June 30, 2009.
The increase of $230,251 is a result of the increase of $254,301 in general and
administrative expenses reduced by the increase of $21,792 in gross profit.
For the Six Months Ended June 30, 2010 Compared to the Six Months Ended June 30,
2009
During the six months ended June 30, 2010, we recognized revenues of $37,303
from our pipeline and oil and gas management activities with a corresponding
direct cost of $11,342 for a gross profit of $25,961. During the six months
ended June 30, 2009, we did not recognize any revenues from our business
activities. During the six months ended June 30, 2010, we incurred total
operating expenses of $625,200 compared to $297,270 during the six months ended
June 30, 2009. The increase of $327,930 was a result of increases in general and
administrative expenses resulting from the recapitalization of Gulfstar Energy
Group, LLC and the acquisition of Talon Energy Corporation and the Company's
increased spending activities associated with the completion of the pipeline.
During the six months ended June 30, 2010, we incurred a net loss of $365,886
compared to a net loss of $297,270 during the six months ended June 30, 2009.
The increase of $68,616 is a result of the increase of $327,930 in general and
administrative expenses reduced by the $233,353 increase in other income and the
$25,961 increase in gross profit. The increase in other income was primarily the
result of a favorable $230,000 litigation settlement in the first quarter that
related to a disputed consulting agreement with an outside consultant.
LIQUIDITY
At June 30, 2010, we had total current assets of $379,562 consisting of $351,317
in cash and cash equivalents and $28,245 in accounts receivable. At June 30,
2010, we had total current liabilities of $1,544,991, consisting of $904,599 in
accounts payable, $45,000 litigation settlement payment, deposits of $255,332
and $340,060 in accrued expenses and liabilities. At June 30, 2010, we had a
working capital deficit of $1,165,429 and an accumulated deficit of $3,426,287.
During the six months ended June 30, 2010, we used net cash of $503,911 in
operational activities. During the six months ended June 30, 2009, we received
net cash of $730,296 from operational activities.
During the six months ended June 30, 2010, we recognized a net loss of $365,886,
which was adjusted for a non-cash activity of $136,329. During the six months
ended June 30, 2009, we recognized a net loss of $297,270.
During the six months ended June 30, 2010, the Company used funds of $548,394 in
its investing activities. Investing activities included expenditures of $619,028
in construction of the pipeline and $16,343 for property and equipment.
15
During the six months ended June 30, 2009, the Company used $2,020,511 in its
investing activities. Investing activities included expenditures of $1,863,125
in construction of the pipeline, $57,784 for property and equipment and $99,602
for intangible assets.
During the six months ended June 30, 2010, the Company received $698,000 net
proceeds from its financing activities. Financing activities included $739,000
in equity contributions and $41,000 paid in equity redemptions.
During the six months ended June 30, 2009, the Company received $1,211,366 from
its financing activities. Financing activities during the six months ended June
30, 2009, included equity contributions of $1,261,366 and $50,000 paid in equity
redemptions.
In March 2010, the Company settled certain environmental litigation, which was
in process at December 31, 2009. As a result of the settlement, the Company is
required to pay $70,000 during the year ending December 31, 2010, in addition to
$100,000 paid during the year ended December 31, 2009. Additionally, the Company
received $230,000 from a consultant contracted by the Company for services
provided which led to the environmental litigation.
Need for Additional Financing
We do not have capital sufficient to meet our cash needs. We will have to seek
loans or equity placements to cover such cash needs. Once exploration commences,
our needs for additional financing are likely to substantially increase.
No commitments to provide additional funds have been made by our management or
other stockholders. Accordingly, there can be no assurance that any additional
funds will be available to us to allow us to cover our expenses as they may be
incurred.
Going Concern
The Company's financial statements for the six months ended June 30, 2010 have
been prepared on a going concern basis, which contemplates the realization of
assets and the settlement of liabilities and commitments in the normal course of
business. The Company reported an accumulated deficit of $3,426,287 as of June
30, 2010. The Company recognized revenues from its activities of $37,303 during
the six months ended June 30, 2010. At June 30, 2010, the Company had total
current assets of $379,562 and total current liabilities of $1,544,991 for a
working capital deficit of $1,165,429. This condition raises substantial doubt
about the Company's ability to continue as a going concern.
Management is actively pursuing additional financing and revenue solutions.
Revenue Recognition
The Company recognizes revenue from its gas and oil activities upon shipment of
the gas and oil to its customers. Royalty income is recognized from the
company's well-management activities upon receipt of payment from the customer.
16
ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable
ITEM 4. CONTROLS AND PROCEDURES
Disclosures Controls and Procedures
We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a 15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) that are designed to ensure that
information required to be disclosed in our reports under the Exchange Act, is
recorded, processed, summarized and reported within the time periods required
under the SEC's rules and forms and that the information is gathered and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.
As required by SEC Rule 15d-15(b), our Chief Executive Officer and Chief
Financial Officer for the quarter ended June 30, 2010, carried out an evaluation
under the supervision and with the participation of our management, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period
covered by this report. Based on the foregoing evaluation, our Chief Executive
Officer and Chief Financial Officer have concluded that our disclosure controls
and procedures are ineffective in timely alerting them to material information
required to be included in our periodic SEC filings and to ensure that
information required to be disclosed in our periodic SEC filings is accumulated
and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, to allow timely decisions regarding required
disclosure.
We have identified certain material weaknesses of accounting relating to a
shortage of accounting and reporting personnel due to limited financial
resources and the size of our Company. This material weakness can lead to the
following:
o An inability to ensure there is timely analysis and review of
accounting records, spreadsheets, and supporting data;
o untimely and late filings with the Securities and Exchange Commission;
and
o an inability to effectively monitor access to, or maintain effective
controls over changes to, certain financial application programs and
related data.
Considering the nature and extent of our current operations and any risks or
errors in financial reporting under current operations and the fact that we have
been a small business with limited employees, such items caused a weakness in
internal controls involving the areas disclosed above.
Due to financial restrictions at this time, the Company has not taken any action
to resolve such weakness.
There was no change in our internal control over financial reporting that
occurred during the fiscal quarter ended June 30, 2010, that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
17
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company made the following unregistered sales of its securities from April
1, 2010 through June 30, 2010.
DATE OF SALE TITLE OF SECURITIES NO. OF SHARES CONSIDERATION CLASS OF PURCHASER
------------ ------------------- ------------- -------------------- ------------------
------------------ -------------------- ------------------ ----------------------- -----------------------------
May 2010 Common Stock 105,000 Services Business Associates
------------------ -------------------- ------------------ ----------------------- -----------------------------
May 2010 Common Stock 5,000 Debt Business Associates
------------------ -------------------- ------------------ ----------------------- -----------------------------
June 2010 Common Stock 3,509,530 100% of the Equity of Shareholders of Talon Energy
------------------ -------------------- ------------------ ----------------------- -----------------------------
June 2010 Common Stock 11,659,659 60% Equity interest Equity Owners of Gulfstar
------------------ -------------------- ------------------ ----------------------- -----------------------------
Exemption From Registration Claimed
All of the sales by the Company of its unregistered securities were made by the
Company in reliance upon Section 4(2) of the Securities Act of 1933, as amended
(the "1933 Act"). All of the individuals and/or entities listed above that
purchased the unregistered securities were almost all existing shareholders, all
known to the Company and its management, through pre-existing business
relationships, as long standing business associates and employees. All
purchasers were provided access to all material information, which they
requested, and all information necessary to verify such information and were
afforded access to management of the Company in connection with their purchases.
All purchasers of the unregistered securities acquired such securities for
investment and not with a view toward distribution, acknowledging such intent to
the Company. All certificates or agreements representing such securities that
were issued contained restrictive legends, prohibiting further transfer of the
certificates or agreements representing such securities, without such securities
either being first registered or otherwise exempt from registration in any
further resale or disposition.
18
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE.
ITEM 4. REMOVED AND RESERVED
ITEM 5. OTHER INFORMATION
NONE.
ITEM 6. EXHIBITS
Exhibits. The following is a complete list of exhibits filed as part of this
Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of
Item 601 of Regulation S-K.
Exhibit 31.1 Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act
Exhibit 31.2 Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act
Exhibit 32.1 Certification of Principal Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act
Exhibit 32.1 Certification of Principal Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act
19
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Gulfstar Energy Corporation
(Registrant)
Dated: May 11, 2010 By: /s/ Robert McCann
----------------
Robert McCann, Chief Executive Officer
By: /s/Stephen Warner
--------------
Stephen Warner, Chief Financial Officer
2
