UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                -----------------

                                    FORM 10Q
                                -----------------
(Mark One)

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
OF 1934 For the quarterly period ended September 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]


<PAGE>




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 November 5, 2010, there were 16,087,797 shares of the registrant's  common
stock issued and outstanding.

<PAGE>
<TABLE>
<CAPTION>
<S>     <C>



PART I - FINANCIAL INFORMATION                                                   Page
------------------------------                                                   ----

Item 1.  Condensed Consolidated Financial Statements

         Condensed Consolidated Balance Sheets - September 30, 2010 (Unaudited)
                 and December 31, 2009                                             1


         CondensedConsolidated  Statements of Operations (Unaudited) - Three and
                  Nine months ended September 30, 2010 and 2009 and From May 19,
                  2006 (Inception) through September 30, 2010                      2 -3

         Condensed Consolidated Statements of Cash Flows (Unaudited) -
                  Nine months ended September 30, 2010 and 2009 and
                  From May 19, 2006 (Inception) through September 30, 2010         4

         Notes to the Condensed Consolidated Financial Statements (Unaudited)      5

Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                       13

Item 3.  Quantitative and Qualitative Disclosures - 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                         18

Item 4.  Removed and Reserved                                                     18

Item 5.  Other Information - Not Applicable                                       19

Item 6.  Exhibits                                                                 19

SIGNATURES                                                                        20

</TABLE>

<PAGE>




                                     PART I

ITEM 1. FINANCIAL STATEMENTS



<PAGE>
<TABLE>
<CAPTION>

            GULFSTAR ENERGY CORPORATION AND SUBSIDIARIES
                   (FORMERLY BEDROCK ENERGY, INC.)
                (A Company in the Development Stage)
                CONDENSED CONSOLIDATED BALANCE SHEETS
<S>                                                                     <C>                     <C>

                                                                          SEPTEMBER 30, 2010         DECEMBER 31, 2009
                                                                        --------------------    ----------------
                                                                            (Unaudited)
ASSETS

Cash and cash equivalents                                             $             240,127  $          645,622
Certificate of deposit                                                               60,793              60,000
Account receivable                                                                   10,465              10,000
                                                                        --------------------    ----------------
   Total current assets                                                             311,385             715,622
                                                                        --------------------    ----------------
Property and equipment, net                                                       4,170,979           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                                                       $           5,020,107  $        4,577,413
                                                                        ====================    ================
LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                                                      $             956,038  $          842,149
Litigation settlement payment                                                        30,000              70,000
Deposits                                                                             45,043             503,224
Short term loan                                                                      30,000                   -
Accrued expenses and liabilities                                                    376,756              30,655
                                                                        --------------------    ----------------
   Total current liabilities                                                      1,437,837           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;
    16,047,797 and 11,659,659 shares issued and outstanding
    at September 30, 2010 and December 31, 2009, respectively                        16,048              11,660
Additional paid in capital                                                        6,015,281           6,180,126
Accumulated deficit                                                              (3,781,926)         (3,060,401)
                                                                        --------------------    ----------------
     Stockholders' equity before non-controlling interest                         2,249,403           3,131,385

Non-controlling interest                                                          1,332,867                   -
                                                                        --------------------    ----------------

   Total stockholders' equity                                                     3,582,270           3,131,385
                                                                        --------------------    ----------------
   Total liabilities and stockholders' equity                         $           5,020,107  $        4,577,413
                                                                        ====================    ================


 The accompanying notes are an integral part of the financial statements.

                                      1

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                  GULFSTAR ENERGY CORPORATION AND SUBSIDIARIES
                         (FORMERLY BEDROCK ENERGY, INC.)
                      (A Company in the Development Stage)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<S>                                           <C>             <C>               <C>              <C>


                                                    Three Months Ended                  Nine Months Ended
                                              -------------------------------   ----------------------------------
                                              September 30,  September 30,       September 30,     September 30,
                                                 2010           2009                2010              2009
                                              ----------------------------------------------------------------------
Net revenues                               $        32,007 $               - $         69,310 $                 -
Cost of sales                                       16,500                 -           27,842                   -
                                              -------------   ---------------   --------------   -----------------
Gross profit                                        15,507                 -           41,468                   -
                                              -------------   ---------------   --------------   -----------------
Operating expenses:
  General and administrative expense               483,336           336,856        1,108,536             634,126
                                              -------------   ---------------   --------------   -----------------
Total operating expenses                           483,336           336,856        1,108,536             634,126
                                              -------------   ---------------   --------------   -----------------
Loss from operations                              (467,829)         (336,856)      (1,067,068)           (634,126)
                                              -------------   ---------------   --------------   -----------------
Other income:
     Other income                                      778                 -          234,131                   -
     Other expense                                       -                 -                -                   -
                                              -------------   ---------------   --------------   -----------------
                                                       778                 -          234,131                   -
                                              -------------   ---------------   --------------   -----------------
Loss before income taxes                          (467,051)         (336,856)        (832,937)           (634,126)
Income taxes                                             -                 -                -                   -
                                              -------------   ---------------   --------------   -----------------
Net loss                                          (467,051)         (336,856)        (832,937)           (634,126)
Less: Net loss attributable to the
non-conrolling interest                            114,412                 -          114,412                   -
                                              -------------   ---------------   --------------   -----------------
Net loss attributable to Gulfstar Energy
   Corporation and Subsidiaries            $      (352,639)$        (336,856)$       (718,525)$          (634,126)
                                              =============   ===============   ==============   =================
Basic and diluted net loss
 per common share                          $         (0.02)$         $ (0.03)$          (0.05)$           $ (0.06)
                                              =============   ===============   ==============   =================
Weighted average number of
 common shares outstanding                      15,983,209        11,499,653       13,239,794          11,051,699
                                              =============   ===============   ==============   =================
</TABLE>

                                      2
The accompanying notes are an integral part of the financial statements.




<PAGE>




                  GULFSTAR ENERGY CORPORATION AND SUBSIDIARIES
                         (FORMERLY BEDROCK ENERGY, INC.)
                      (A Company in the Development Stage)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

(continued)


Period From May 19, 2006
(Inception) Through
September 30, 2010
---------------
$    69,310
     27,842
---------------
     41,468
---------------

  3,944,508
---------------
  3,944,508
---------------
 (3,903,040)
---------------

    248,680
   (238,978)
---------------
      9,702
---------------
 (3,893,338)
         -
---------------
 (3,893,338)

    114,412
---------------

$(3,778,926)
===============


   The accompanying notes are an integral part of the financial statements.

                                   3
<PAGE>
<TABLE>
<CAPTION>


                  GULFSTAR ENERGY CORPORATION AND SUBSIDIARIES
                         (FORMERLY BEDROCK ENERGY, INC.)
                      (A Company in the Development Stage)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<S>                                                                <C>             <C>              <C>


                                                                         Nine Months Ended               Period From
OPERATING ACTIVITIES                                               September 30,     September 30,  (Inception) May19, 2006
                                                                      2010             2009         Through September 30, 2010
                                                                   -------------   ---------------  ---------------
Net loss attributable to Gulfstar Energy
  Corporation and Subsidiaries                                   $     (718,525)$        (634,126)$     (3,778,926)
Adjustments to reconcile net loss to net cash
flows provided by (used in) operating activities:
Non-controlling interest                                               (114,412)                -         (114,412)
Transfer of officer note receivable to compensation                      82,325                 -                -
Depreciation                                                            126,238            13,742          155,011
Changes in:
Other receivables and current assets                                       (465)                -          (10,465)
Accounts payable and accrued
expenses                                                                114,916           712,060          987,720
Litigation settlement payable                                           (40,000)                -           30,000
Deposits                                                               (458,181)          501,228           45,043
                                                                   -------------   ---------------  ---------------
Net cash provided by (used in) operating activities                  (1,008,104)          592,904       (2,686,029)
                                                                   -------------   ---------------  ---------------
INVESTING ACTIVITIES
Expenditures for property and equipment                                 (24,318)          (43,835)        (131,222)
Expenditures for construction in progress                              (661,685)       (2,247,621)      (4,193,646)
Acquisition of Talon, net of cash acquired                               76,977                 -           76,977
   Investment in certificate of deposit                                    (793)                -          (60,793)
Expenditures for intangible assets                                            -          (114,342)        (169,374)
                                                                   -------------   ---------------  ---------------

Net cash used in investing activities                                  (609,819)       (2,405,798)      (4,478,058)
                                                                   -------------   ---------------  ---------------
FINANCING ACTIVITIES
Short term loan                                                          30,000                 -           30,000
Equity redemptions                                                      (54,347)          (50,000)        (195,983)
Equity contributions                                                  1,236,775         1,886,809        7,570,197
                                                                   -------------   ---------------  ---------------
Net cash provided by financing activities                             1,212,428         1,836,809        7,404,214
                                                                   -------------   ---------------  ---------------
NET CHANGE IN CASH                                                     (405,495)           23,915          240,127

CASH, Beginning                                                         645,622           582,749                -
                                                                   -------------   ---------------  ---------------
CASH, Ending                                                     $      240,127 $         606,664 $        240,127
                                                                   =============   ===============  ===============


</TABLE>



                                      4

The accompanying notes are an integral part of the financial statements.

<PAGE>







                  GULFSTAR ENERGY CORPORATION AND SUBSIDIARIES
                         (Formerly Bedrock Energy, Inc.)
                      (A Company in the Development Stage)
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 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.

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 income  statement
activity of Gulfstar Energy  Corporation and Talon Energy Corporation after June
30, 2010 will be consolidated with 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 September 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 the
remaining  shares of common stock offered to the individual  interest holders of
Gulfstar Energy Group, LLC.

                                      5
<PAGE>




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.

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 condensed statements of operations and cash flows for the three and nine
months ended September 30, 2009 and for the period from (inception) May 19, 2006
through June 30, 2010 include the accounts of Gulfstar  Energy Group,  LLC only.
The  accompanying  condensed  balance  sheet as of  September  30,  2010 and the
condensed consolidated statements of operations and cash flows for the three and
nine months ended  September  30, 2010  include the accounts of Gulfstar  Energy
Corporation,  Gulfstar  Energy  Group,  LLC and Talon  Energy  Corporation.  All
significant  inter-company balances and transactions have been eliminated during
consolidation.

Reclassification

Certain amounts  previously  reported have been  reclassified in connection with
the recapitalization and to conform to current presentation.

                                      6
<PAGE>




Going Concern

The Company's financial  statements for the nine months ended September 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 $3,781,926 as of
September  30, 2010.  The Company  recognized  revenues  from its  activities of
$69,310 during the nine months ended  September 30, 2010. At September 30, 2010,
the Company had total current  assets of $311,385 and total current  liabilities
of $1,437,837 for a working capital  deficit of $1,126,452.  These factors raise
substantial doubt about the Company's ability to continue as a going concern.

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.

The accompanying  financial statements do not include any adjustments that might
be necessary if the Company is unable to continue as a going concern.


Development Stage

The  Company,  through  its  subsidiaries,  is  currently  focusing  its initial
operational  efforts on the  exploration  of and  management of its gas pipeline
system and  management of existing oil and gas wells.  It intends to be involved
in the oil and gas operation exploration and development  drilling.  Significant
additional efforts,  and funding,  neither of which is assured, are required for
the Company to achieve its intended  normalized  operating level.  Substantially
all of the  Company's  efforts are devoted to the  establishment  of  sufficient
resources  and  revenue  producing  assets  in  order  to  achieve  its  overall
operational  goals.  Though planned  principal  operations  have  commenced,  no
significant  revenue is currently  being  realized  from the  company's  to-date
activities.  The condensed  consolidated  statement of operations  will be shown
inclusive of all  cumulative  revenue and expense  activity  since the inception
date of the  Company,  May 19,  2006,  while the  company is in the  development
stage,

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
September  30,  2010,  the  non-controlling  interest of  approximately  40% was
$1,332,867.

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 is different than what would be expected by applying Federal and
State  statutory  rates to income from  continuing  operations  primarily due to
recording a valuation  allowance for the future tax benefit of current operating
losses. The significant permanent difference is meals and entertainment expense.

                                      7
<PAGE>




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 September 30,
2010 and December 31, 2009,  there were no uncertain tax positions that required
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  calendar  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 to be computed on the  liability
method and  deferred tax assets are  recognized  only when  realization  is more
likely than not.  The  primary  timing  differences  between  financial  and tax
reporting arise from federal net operating loss  carryforwards,  accrued officer
compensation, amortization of goodwill for tax reporting and the straight - line
depreciation  method that is used for  consolidated  financial  reporting and an
accelerated depreciation method used for tax reporting.

As of September 30, 2010, the Company had net operating loss  carryforwards  for
income tax and financial reporting purposes of approximately $1,466,338 expiring
in the years 2019 through 2029.  The Company has timing  differences  related to
accrued officer compensation totaling $357,623 and depreciation and amortization
totaling  $313,809.  The net  deferred  tax asset  resulting  from such items is
$515,390.

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 September 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 would not be  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.

                                      8
<PAGE>



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  $368,369  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.

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.

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 nine
months ended  September 30, 2010,  none of which are expected to have a material
impact on the Company's financial position, operations or cash flows.



                                      9
<PAGE>

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 second  quarter of
2010.  During the  second  quarter  ended  September  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 September 30, 2010 and December 31, 2009, the Company had deposits of $45,043
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:

                                      September 30,           December 31,
                                          2010                    2009
                                  --------------------    --------------------
Oil and Gas lease                  $     1,122              $   -


Furniture                               27,112                  12,964
Vehicles                               104,110                  93,940
Pipeline Supply System               4,193,646               3,531,961
                                  --------------------    --------------------
                                     4,325,990               3,638,865
Less: Accumulated Depreciation         155,011                  28,773
                                  --------------------    --------------------
                                   $ 4,170,979             $ 3,610,092
                                  ====================    ====================

The  Company's  natural gas  pipeline  supply  system was placed into  operation
during  the  second  quarter  of 2010.  Depreciation  expense  was  $72,234  and
$126,238,  respectively, for the three and nine months ended September 30, 2010,
and $3,966 and $13,742 for the three and nine months ended September 30, 2009.


NOTE 4 - DRILLING VENTURES

As of September  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  September  30, 2010 and
December 31, 2009, the Company had deposits due to the drilling  partnerships in
the amounts of $45,043 and $503,224, respectively.

                                      10
<PAGE>




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 was
required to pay $70,000  during the year ending  December 31, 2010.  This amount
was paid by the  Company  during  the  second  quarter  of 2010 in  addition  to
$100,000,  which was paid during the year ended December 31, 2009. Additionally,
the Company  received  $230,000 from a consultant  contracted by the Company for
services provided related to the environmental  litigation.  The income from the
settlement  with the  consultant was recognized as Other Income during the first
quarter of 2010 and is  included  in the  Condensed  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  of  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  September  30,  2010,  $30,000  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 $6,750 for
the nine months ended September 30, 2010.


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.

                                      11

<PAGE>


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 an agreement  with its Customer,  a portion of the final selling price of the
gas that the Company  receives from its Customer will be paid to the  Suppliers.
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.

The  following  data is presented  for the  Company's  two  Operating  Segments:
Royalty Income activities and Pipeline activities.




<TABLE>
<CAPTION>
<S>                                                                         <C>               <C>



                                                   Three Months Ended                  Nine Months Ended
                                                     September 30,                       September 30,
                                                  2010             2009              2010             2009
                           Net Revenues
              Royalty Income Activities             7,134                -            16,192              -
                    Pipeline Activities            24,873                -            53,118              -
                                         ----------------- ---------------- ----------------- ----------------
                          Total Revenue            32,007                -            69,310              -
                Operating Income (Loss)
              Royalty Income Activities              7134                -            16,192              -
                    Pipeline Activities             8,373                -            25,276              -
                     Corporate Expenses         (483,336)        (336,856)       (1,108,536)      (634,126)
                           Other Income               778                -           234,131              -
                                         ----------------- ---------------- ----------------- ----------------
               Loss before income taxes         (476,051)        (336,856)         (832,937)      (634,126)
                                         ================= ================ ================= ================
                           Total Assets         9/30/2010        12/31/2009
                           ------------          --------         --------
              Royalty Income Activities            83,138          521,835
                    Pipeline Activities         4,936,969        4,055,578
                                         ----------------- ----------------
                           Total Assets         5,020,107        4,577,413
                                         ================= ================

</TABLE>





NOTE 8 - STOCKHOLDERS' EQUITY

Preferred Shares

The Company is authorized to issue 100,000,000  shares of no par value preferred
stock.  As of  September  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  September  30,  2010 there were a total of  16,047,797  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.

                                      12

<PAGE>




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 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 income  statement
activity of Gulfstar Energy  Corporation and Talon Energy Corporation after June
30, 2010 will be consolidated with 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 September 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  Securities  and  Exchange  Commission  to  register  the
remaining  shares of common stock offered to the individual  interest holders of
Gulfstar Energy Group, LLC.

                                       13
<PAGE>




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 September  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%.  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  September  30, 2010 and
December 31, 2009, the Company had deposits due to the drilling  partnerships in
the amounts of $45,043 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 September 30, 2010 Compared to the Three Months Ended
September 30, 2009

During the three months ended  September  30, 2010,  we  recognized  revenues of
$32,007  from  our  pipeline  and  oil  and  gas  management   activities   with
corresponding direct costs of $16,500 for a gross profit of $15,507.

                                       14
<PAGE>




During the three months ended  September 30, 2010, we incurred  total  operating
expenses  of  $483,336  compared  to  $336,856  during  the three  months  ended
September  30,  2009.  The  increase of $146,480 is the 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  September  30,  2010,  we incurred a net loss of
$352,639  compared  to a net loss of  $336,856  during  the three  months  ended
September  30,  2009.  The  increase of $15,783 is the result of $114,412 in net
loss attributable to the  non-controlling  interest and increases in general and
administrative expenses of $141,482,  which are reduced by the increase in gross
profit of $15,507 and other income of $778.


For the Nine Months Ended  September  30, 2010 Compared to the Nine Months Ended
September 30, 2009

During the nine months ended  September  30,  2010,  we  recognized  revenues of
$69,310  from  our  pipeline  and  oil  and  gas  management  activities  with a
corresponding  direct cost of $27,842,  which yielded a gross profit of $41,468.
During the nine months ended  September  30, 2010, we incurred  total  operating
expenses  of  $1,108,536  compared  to  $634,126  during the nine  months  ended
September  30,  2009.  The  increase of $474,410 is the 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 nine  months  ended  September  30,  2010,  we incurred a net loss of
$718,525  compared  to a net  loss of  $634,126  during  the nine  months  ended
September  30,  2009.  The  increase of $84,399 is the result of $114,412 in net
loss attributable to the  non-controlling  interest and increases in general and
administrative expenses of $474,410,  which are reduced by the increase in gross
profit of $41,468 and other income of $234,131. The increase in other income was
primarily the result of a favorable litigation settlement of $230,000 recognized
in the first  quarter of 2010 that  related to a disputed  consulting  agreement
with an outside consultant.


LIQUIDITY

At September  30, 2010, we had total  current  assets of $311,385  consisting of
$240,127 in cash and cash  equivalents,  $60,793 in a Certificate of Deposit and
$10,465 in accounts  receivable.  At September  30, 2010,  we had total  current
liabilities of $1,437,837,  consisting of $956,038 in accounts payable,  $30,000
litigation  settlement  payment,  deposits  of $45,043  and  $376,756 in accrued
expenses and  liabilities.  At  September  30,  2010,  we had a working  capital
deficit of $1,126,452 and an accumulated deficit of $3,781,926.

                                       15
<PAGE>





During the nine months ended  September 30, 2010, we used net cash of $1,008,104
in operational  activities.  During the nine months ended September 30, 2009, we
received net cash of $592,904 from operational activities.

During the nine months ended  September  30, 2010,  we  recognized a net loss of
$718,525 which was adjusted for a non-cash activity of $94,151. During the nine
months ended  September 30, 2009, we recognized a net loss of $634,126 which was
adjusted for non-cash activity of $13,742.

During the nine months  ended  September  30,  2010,  the Company  used funds of
$609,819 in its investing activities. Investing activities included expenditures
of $661,685 in  construction  of the  pipeline  and  $24,318  for  property  and
equipment.

During the nine months ended  September 30, 2009, the Company used $2,405,798 in
its  investing   activities.   Investing  activities  included  expenditures  of
$2,247,621 in construction  of the pipeline,  $43,835 for property and equipment
and $114,342 for intangible assets.

During the nine months ended September 30, 2010, the Company received $1,212,428
net  proceeds  from its  financing  activities.  Financing  activities  included
$1,236,775  in equity  contributions,  $54,347  paid in equity  redemptions  and
$30,000 in proceeds from a short term loan.

During the nine months ended September 30, 2009, the Company received $1,836,809
net  proceeds  from its  financing  activities.  Financing  activities  included
$1,886,809 in equity contributions 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 was
required to pay $70,000  during the year ending  December 31, 2010.  This amount
was paid by the  Company  during  the  second  quarter  of 2010 in  addition  to
$100,000,  which was paid during the year ended December 31, 2009. Additionally,
the Company  received  $230,000 from a consultant  contracted by the Company for
services provided related 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 nine months ended September 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 $3,781,926 as of
September  30, 2010.  The Company  recognized  revenues  from its  activities of
$69,310 during the nine months ended  September 30, 2010. At September 30, 2010,
the Company had total current  assets of $311,385 and total current  liabilities
of $1,437,838 for a working capital deficit of $1,126,452. This condition raises
substantial doubt about the Company's ability to continue as a going concern.

                                       16
<PAGE>




Management is actively pursuing additional financing and revenue solutions.

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  September  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; 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 September 30, 2010, that has materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.

                                       17

<PAGE>






                           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 July 1,
2010 through September 30, 2010.


<TABLE>
<CAPTION>
<S>                                                                      <C>

  DATE OF SALE     TITLE OF SECURITIES    NO. OF SHARES  CONSIDERATION   CLASS OF PURCHASER
  ------------     -------------------    -------------  -------------   ------------------

July 2010          Common Stock           50,000           Cash Proceeds  Business Associates
August 2010        Common Stock          176,667           Cash Proceeds  Business Associates
September 2010     Common Stock           10,000           Cash Proceeds  Business Associates
</TABLE>

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.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                NONE.

ITEM 4.  REMOVED AND RESERVED


                                       18
<PAGE>





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  10.1  Material  Contracts  - Letter of Intent  with  Maxim  Group,  LLC
regarding proposed private placement, filed as Form 8-K dated August 26, 2010.

Exhibit 10.2 Material  Contracts - Letter of Intent with  Timberline  Production
Company, LLC, regarding acquisition of working interest, filed as Form 8-K dated
October 18, 2010.

Exhibit 19 Report  Furnished to Security  Holders - Notice of Exempt Offering of
Securities, filed as Form D dated October 25, 2010.

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*

*Filed herewith.


                                       19
<PAGE>




                                   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, Inc.
                                  (Registrant)



Dated:  November 15, 2010                    By: /s/Robert McCann
                                                 ----------------
                                                    Robert McCann,
                                                    Chief  Executive Officer





Dated:  November 15, 2010                    By: /s/Stephen Warner
                                                 -----------------
                                                    Stephen Warner,
                                                    Chief Financial Officer



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