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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: June 15, 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, CO 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.
On June 15, 2011, Gulfstar Energy Corporation (the "Company") entered into an
Agreement ("the Agreement") with its subsidiary Gulfstar Energy Group, LLC and
Messrs. Timothy Sharp and Jason Sharp, individually (the "Sharps").
At the time of the Agreement, the Company owns 58% of the equity of Gulfstar
Energy Group, LLC. Mr. Jason Sharp is a director and officer of the Company and
a manager of Gulfstar Energy Group, LLC. Mr. Jason Sharp is also a greater than
5% shareholder of the Company. Mr. Timothy Sharp is a manager of Gulfstar Energy
Group, LLC and is a greater than 50% shareholder of the Company.
The Agreement was entered into in order for Gulfstar Energy Group LLC and the
Sharps to compensate the Company as a result of events that have taken place
over a period of time since July 2010 and adjust the share consideration for the
change in value of the assets previously acquired. It is acknowledged by the
parties that this Agreement is not intended to otherwise change or amend that
certain Acquisition Agreement and Share Exchange Agreement dated June 23, 2010
by and between the parties. As a result of the Agreement, the Sharps have agreed
to return to the Company, 6,659,659 shares of restricted common stock and
therefore, the Company will have 10,914,429 shares of common stock issued and
outstanding as of June 15, 2011.
Also, as a result of the Agreement, the previously issued 5,000,000 shares of
restricted common stock issued to the Sharps will now be allocated as follows:
Mr. Jason Sharp will retain an ownership of 500,000 shares of restricted common
stock or 4.5% of the Company, Mr. Timothy Sharp will retain an ownership of
2,091,015 shares of restricted common stock or 19.15% of the Company and the
remaining 2,408,985 shares of restricted common stock will be allocated to the
remaining minority equity holders in Gulfstar Energy Group, LLC and be held in
escrow subject to the filing and effectiveness of an S-1 Registration Statement
with the Securities and Exchange Commission.
In addition, the Agreement provides for the Company to pay up to $400,000 for a
non-consenting share of recompletion costs of the wells connected to the
pipeline. The Company has also agreed to make a $75,000 investment in Gulfstar
Energy Group, LLC for general and administrative purposes.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.01 Changes in Control of Registrant.
As a result of the Agreement entered into by the Company on June 15, 2011,
discussed in Item 1.01 above, there was a resulting change in the ownership
structure of the Company. Prior to the Agreement, Mr. Timothy Sharp owned
9,659,659 share of the Company's outstanding common stock representing 55.9% of
the voting common stock. As a result of the Agreement, Mr. Timothy Sharp now
holds 2,091,015 shares of common stock representing 19.15% of the voting stock.
The following table sets forth information with respect to the beneficial
ownership of the Company's outstanding common stock by:
o each person who is known by the Company to be the beneficial owner of five
percent (5%) or more of Gulfstar's common stock;
o the Company's chief executive officer, its other executive officers, and
each director as identified in the "Management-- Executive Compensation"
section; and
o all of the Company's directors and executive officers as a group.
Number of Shares Number of Shares Percent of Class
Held Before Percent of Class Held After After Agreement
Agreement Before Agreement Agreement (2 & 3)
Name of Holder (1)
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Timothy Sharp, Manager of Gulfstar 9,659,659 55.9% 2,091,015 19.15%
LLC
Jason Sharp, Vice President and 2,000,000 11.38% 500,000 4.58%
Robert McCann, CEO and Director (4) 1,718,750 9.78% 1,718,750 15.74%
Stephen Warner, CFO and Director 750,000 4.28% 750,000 6.87%
W. Edward Nichols 283,574 1.61% 283,574 2.59%
William F. Young, 0 0% 0 0%
Director
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All Officers and Directors as a
group (5 individuals) 4,752,324 27.04% 3,252,324 29.79%
(1) Based on 17,574,088 shares of common stock issued and outstanding on
June 15, 2011, not accounting for the return of 6,659,659 shares of
common stock.
(2) Based on 10,914,429 shares of common stock issued and outstanding on
June 15, 2011, accounting for the return of 6,659,659 shares of common
stock by Messrs. Timothy and Jason Sharp.
(3) Pursuant to the Agreement, 2,408,985 shares of common stock to be
transferred to the minority holders of Gulfstar Energy Group, LLC are
to be held in escrow subject to the effectiveness of a Registration
Statement on Form S-1. Such shares, as a group, represent 22.07% of the
Company's issued and outstanding common stock after the Agreement, but
they are not held by any one individual or entity at this time and are
not eligible to vote, as they are held in Escrow.
(4) Mr. McCann owns 1,525,000 shares directly and 193,750 shares
beneficially through the Robert McCann Trust.
(5) Mr. Warner owns 750,000 shares beneficially through the Warner Lakeside
Trust.
(6) Mr. Nichols owns 269,002 shares of common stock directly, 2,200
shares of common stock jointly with his wife and 12,372 shares
indirectly though his wife.
Rule 13d-3 under the Securities Exchange Act of 1934 governs the
determination of beneficial ownership of securities. That rule provides
that a beneficial owner of a security includes any person who directly or
indirectly has or shares voting power and/or investment power with respect
to such security. Rule 13d-3 also provides that a beneficial owner of a
security includes any person who has the right to acquire beneficial
ownership of such security within sixty days, including through the
exercise of any option, warrant or conversion of a security. Any securities
not outstanding which are subject to such options, warrants or conversion
privileges are deemed to be outstanding for the purpose of computing the
percentage of outstanding securities of the class owned by such person.
Those securities are not deemed to be outstanding for the purpose of
computing the percentage of the class owned by any other person. Included
in this table are only those derivative securities with exercise prices
that the Company believes have a reasonable likelihood of being "in the
money" within the next sixty days.
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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10.1 Agreement, dated June 15, 2011*
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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
Robert McCann, Chief Executive Officer
Date: June 17, 2011
