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 8, 2012
GULFSTAR ENERGY CORPORATION
(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)
555 Eldorado Blvd., Suite 100, Broomfield, CO 80021
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(Address of Principal Executive Offices) (Zip Code)
(303) 404-2160
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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 3 - SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales Of Equity Securities.
During the period of October 1, 2011 through February 15, 2012, Gulfstar Energy
Corporation ("the Company") has made the following unregistered sales of its
common stock.
DATE OF
SALE TITLE OF SECURITIES NO. OF SHARES CONSIDERATION CLASS OF PURCHASER
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February 2012 Common Stock 110,000 Repricing of private placement Business Associates
February 2012 Common Stock 122,984 Funds invested in Subsidiary Business Associates
February 2012 Common Stock 65,500 Consideration of funds Business Associates
previously invested
Exemption From Registration Claimed
All of the above 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 that purchased
the unregistered securities were known to the Company and its management,
through pre-existing business relationships. 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.
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.
Resignation of Chief Financial Officer
On March 2, 2012, Mr. Stephen J. Warner, the Chief Financial Officer of the
Company, resigned as the Company's Chief Financial Officer. Mr. Warner continues
to be a director of the Company.
Appointment of Acting Chief Financial Officer
On February 3, 2012, Ms. Lisa Baird was appointed the acting Chief Financial
Officer of the Company.
Ms. Baird, age 53, has been employed by the Company since January 2011 as an
administrative assistant to the Chief Executive Officer. Prior to that Ms. Baird
worked as a Technical Director for the City of Northglenn, Colorado in 2007.
During 2006, she was the Marketing Manager for Ethicsgame.com of Boulder,
Colorado. Prior to that Ms. Baird's career focus had been in property
management.
Ms. Baird received Bachelor of Fine Arts degree from the College of New
Rochelle, Rochelle, New York in 1981. She has earned 12 credits towards a
Masters of Education degree from the University of Phoenix and in 2001 she
graduated as a Chef with Honors from the Culinary School of the Rockies.
Appointment of Director
On February 3, 2012, Mr. Donald L. Walford, the Chief Executive Officer of the
Company was appointed a director of the Company. Mr. Walford has served as the
Chief Executive Officer of the Company since December 20, 2011 and prior to that
as a Vice President since January 2011.
Mr. Walford, age 65, has served as a Director and Broker from 1990 to date of
Colorado Landmark Reality. He has served as the Chairman and Vice President of
Eveia Medical from 2007 through 2010.
Mr. Walford has been licensed as a principal, NASD Series 7, commodities broker
and all other principal securities licenses including an Allied Member of the
New York Stock Exchange, from 1967 through 1992.
Mr. Walford career has included consulting work for the Securities and Exchange
Commission, the United States Attorney and with three Federal Court
jurisdictions as an expert in securities matters. Mr. Walford has had a diverse
experience in corporate operations in industries such as agri-business, medical
equipment, electronics, engineering, consumer manufacturing, construction and
development, and oil and gas.
Mr. Walford received his B.A. Liberal Arts with a concentration in Fine Arts in
1967 from Harpur College, State University of New York (kna Binghamton
University.)
SECTION 8 - OTHER EVENTS
Item 8.01 Other Events.
On February 8, 2012, the Company filed suit against Robert McCann, its former
Chief Executive Officer and Director, and Safe Harbor Equity Advisors, an alter
ego, in the District Court of the City and County of Broomfield in State of
Colorado.
The Company is seeking certain injunctive relief and damages. In addition, the
Company is seeking an accounting of all payments of monetary funds made to Mr.
McCann or on behalf of Mr. McCann and is seeking a restitution of such funds.
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
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Donald Walford, Chief Executive Officer
Date: March 8, 2012
