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 March 31, 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
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Colorado                                         02-0511381
         --------                                         ----------
      (State of Incorporation)                      (IRS Employer ID Number)

            8950 Scenic Pine Drive, Suite 100, Parker, Colorado 80134
                 -----------------------------------------------
                    (Address of principal executive offices)

                                  303-794-4398
                           --------------------------
                         (Registrant's Telephone number)

                              Bedrock Energy, Inc.
                              --------------------

   (Former name, address and former fiscal year, if changed from last report)

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 [ ]



<PAGE>


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 May 13, 2010, there were 1,401,251 shares of the registrant's common stock
issued and outstanding.




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



PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements       (Unaudited)                                          Page
                                                                                         ----

         Balance Sheets - March 31, 2010 and December 31, 2009                             F-1

         Statements of Operations  -
                  Three months ended March 31, 2010 and 2009 and
                  From March 17, 1999 (Inception) to March 31, 2010                        F-2

         Statements of Stockholders' Equity (Deficit)
                  From March 17, 1999 (Inception) to March 31, 2010                        F-3

         Statements of Cash Flows -
                  Three months ended March 31, 2010 and  2009 and
                  From March 17, 1999 (Inception) to March 31, 2010                        F-4

         Notes to the Financial Statements                                                 F-5

Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                 1

Item 3.  Quantitative and Qualitative Disclosures About Market Risk - Not Applicable        3

Item 4. Controls and Procedures                                                             4

Item 4T.  Controls and Procedures                                                           4

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings -Not Applicable                                                  5

Item 1A. Risk Factors - Not Applicable                                                      5

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                        5

Item 3.  Defaults Upon Senior Securities - Not Applicable                                   6

Item 4.  Removed and Reserved                                                               6

Item 5.  Other Information - Not Applicable                                                 6

Item 6.  Exhibits                                                                           6
SIGNATURES                                                                                  7

</TABLE>

<PAGE>




                                     PART I

ITEM 1. FINANCIAL STATEMENTS
<PAGE>
<TABLE>
<CAPTION>

                           GULFSTAR ENERGY CORPORATION
                         (Formerly Bedrock Eenrgy, Inc.)
                      ( A Company in the Development Stage)

                                 BALANCE SHEETS




<S>                                                                        <C>                     <C>



                                                                             March 31,              December 31,
                                                                                2010                    2009
                                                                           ---------------         ----------------
                                ASSETS                                      (Unaudited)               (Audited)
                                ------

CURRENT ASSETS:
   Cash                                                                             $ 470                    $ 780
                                                                           ---------------         ----------------
                         Total Current Assets                                         470                      780

PROPERTY:
   Oil and Gas Lease                                                                1,122                    1,122
                                                                           ---------------         ----------------

                             TOTAL ASSETS                                         $ 1,592                  $ 1,902
                                                                           ===============         ================


            LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
   Accounts Payable                                                               $ 6,162                  $ 9,156
   Loan from Shareholders                                                               -                    6,930
                                                                           ---------------         ----------------

                          Total Liabilities                                         6,162                   16,086
                                                                           ---------------         ----------------


COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY (DEFICIT):
   Preferred shares, no par value, non voting: 10,000,000
     shares authorized; no shares issued and outstanding                                -                        -
   Common shares, $.001 par value, voting: 200,000,000
     shares authorized; 4,255,524 and 3,955,524 issued and
     outstanding, respectively                                                      4,255                    3,955
   Additional paid in capital                                                     476,818                  449,819
   Deficit accumulated during the development stage                              (485,643)                (467,958)
                                                                           ---------------         ----------------

                 Total Shareholders' Equity (Deficit)                              (4,570)                 (14,184)
                                                                           ---------------         ----------------

           TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                   $ 1,592                  $ 1,902
                                                                           ===============         ================


The accompanying notes are an integral part of these statements.


                                      F-1

</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                           GULFSTAR ENERGY CORPORATION
                         (Formerly Bedrock Eenrgy, Inc.)
                       (A Company in the Development Stage)

                            STATEMENTS OF OPERATIONS
                                  (Unaudited)
<S>                                       <C>                        <C>                        <C>






                                                                                                  Period From
                                                                                                  (Inception)
                                                                                                March 17, 1999
                                                     For the Three Months Ended                     Through
                                              March 31, 2010             March 31, 2009         March 31, 2010
                                          -----------------------    -----------------------    -----------------
OPERATING EXPENSES:
   Salaries and related expenses                             $ -                        $ -            $ 112,128
   Professional fees                                       9,375                      2,804              125,379
   Service fees                                            8,000                     16,750              238,275
   Travel and entertainment                                   24                      1,251               36,081
   General and administrative                                286                      1,468               37,671
                                          -----------------------    -----------------------    -----------------
        Total Operating Expenses                          17,685                     22,273              549,534
                                          -----------------------    -----------------------    -----------------
             Operating loss                              (17,685)                   (22,273)            (549,534)

OTHER INCOME:
   Other, net                                                          -                          -       63,891
                                          -----------------------    -----------------------    -----------------
NET LOSS
   BEFORE INCOME TAXES                                   (17,685)                   (22,273)            (485,643)

   Provision for income taxes                                  -                          -                  -
                                          -----------------------    -----------------------    -----------------
NET LOSS                                                 (17,685)                   (22,273)            (485,643)
                                          =======================    =======================    =================

Basic and diluted
   (loss) per common share                               $ (0.01)                   $ (0.01)
                                          =======================    =======================
Basic and diluted
   weighted-average number
   of common shares outstanding                        4,105,524                  3,203,857
                                          =======================    =======================



The accompanying notes are an integral part of these statements.


                                      F-2

</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                          GULFSTAR ENERGY CORPORATION
                        (Formerly Bedroeck Energy, Inc.)
                      (A Company in the Development Stage)

             STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                                   (Unaudited)
<S>                                                  <C>            <C>           <C>             <C>      <C>          <C>




                                                          Common Shares              Preferred Shares        Additional
                                                         $.001 Par Value               No Par Value           Paid-in
                                                     Shares         Amount         Shares         Amount      Capital     Deficit
                                                 ----------------------------  ---------------------------- ------------ ----------
BALANCES, Inception, March 17, 1999                          -   $    -           -                 $ -    $            $
   Issuance of shares for services and cash            950,706         950        -                   -       43,825           -
   Net loss                                                  -        -           -                   -            -     (29,784)
                                               ----------------------------------------------  ---------- ------------------------

BALANCES, December 31, 1999                            950,706         950        -                   -       43,825     (29,784)
   Issuance of shares for debt, services and
   cash                                                 39,818          40        -                   -      140,960           -
   Net loss                                                  -       -            -                   -                 (215,994)
                                               ----------------------------------------------  ---------- ------------------------

BALANCES, December 31, 2000                            990,524         990        -                   -      184,785    (245,778)
   Net income                                                -       -            -                   -            -       9,233
                                               ----------------------------------------------  ---------- ------------------------

BALANCES, December 31, 2001                            990,524         990        -                   -      184,785    (236,545)
   Net income                                                -       -            -                   -            -      49,137
                                               ----------------------------------------------  ---------- ------------------------

BALANCES, December 31, 2002                            990,524         990        -                   -      184,785    (187,408)
   Net loss                                                  -       -            -                   -            -        (890)
                                               ----------------------------------------------  ---------- ------------------------

BALANCES, December 31, 2003                            990,524         990        -                   -      184,785    (188,298)
   Net loss                                                  -       -            -                   -            -      (5,657)
                                               ----------------------------------------------  ---------- ------------------------

BALANCES, December 31, 2004                            990,524         990        -                   -      184,785    (193,955)
   Net loss                                                  -       -            -                   -            -     (36,000)
                                               ----------------------------------------------  ---------- ------------------------

BALANCES, December 31, 2005                            990,524         990        -                   -      184,785    (229,955)
   Net loss                                                  -       -            -                   -            -     (36,000)
                                               ----------------------------------------------  ---------- ------------------------

BALANCES, December 31, 2006                            990,524         990        -                   -      184,785    (265,955)
   Issuance of shares for debt, services and
   cash                                              1,245,000       1,245        -                   -      165,255           -
   Net loss                                                  -       -            -                   -            -     (78,097)
                                               ----------------------------------------------  ---------- ------------------------

BALANCES, December 31, 2007                          2,235,524       2,235        -                   -      350,040    (344,052)
   Issuance of shares for services and cash            610,000         610        -                   -       37,890           -
   Net loss                                                  -       -            -                   -            -     (48,109)
                                               ----------------------------------------------  ---------- ------------------------

BALANCES, December 31, 2008                          2,845,524       2,845        -                   -      387,930    (392,161)
   Issuance of shares for services                   1,110,000       1,110        -                   -       61,889           -
   Net loss                                                  -       -            -                   -            -     (75,797)
                                               ----------------------------------------------  ---------- ------------------------
BALANCES, December  31, 2009                         3,955,524       3,955        -                   -      449,819    (467,958)
   Issuance of shares for debt and services            300,000         300        -                   -       26,999           -
   Net loss                                                  -       -            -                   -            -     (17,685)
                                               ----------------------------------------------  ---------- ------------------------
BALANCES, March 31, 2010                             4,255,524     $ 4,255        -               $   -    $ 476,818   $(485,643)
                                               ================  ==========  ================  ========== ============ ===========

The accompanying notes are an integral part of these statements.


                                      F-3

</TABLE>


<PAGE>
 (continued)

                          GULFSTAR ENERGY CORPORATION
                        (Formerly Bedroeck Energy, Inc.)
                      (A Company in the Development Stage)

             STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
                                   (Unaudited)


                                                             Total
                                                          Shareholders'
                                                             Equity
                                                            (Deficit)
                                                          --------------
BALANCES, Inception, March 17, 1999                      $          -
   Issuance of shares for services and cash                    44,775
   Net loss                                                   (29,784)
                                                        ---------------

BALANCES, December 31, 1999                                    14,991
   Issuance of shares for debt, services and
   cash                                                       141,000
   Net loss                                                  (215,994)
                                                        ---------------

BALANCES, December 31, 2000                                   (60,003)
   Net income                                                   9,233
                                                        ---------------

BALANCES, December 31, 2001                                   (50,770)
   Net income                                                  49,137
                                                        ---------------

BALANCES, December 31, 2002                                    (1,633)
   Net loss                                                      (890)
                                                        ---------------

BALANCES, December 31, 2003                                    (2,523)
   Net loss                                                    (5,657)
                                                        ---------------

BALANCES, December 31, 2004                                    (8,180)
   Net loss                                                   (36,000)
                                                        ---------------

BALANCES, December 31, 2005                                   (44,180)
   Net loss                                                   (36,000)
                                                        ---------------

BALANCES, December 31, 2006                                   (80,180)
   Issuance of shares for debt, services and
   cash                                                       166,500
   Net loss                                                   (78,097)
                                                        ---------------

BALANCES, December 31, 2007                                     8,223
   Issuance of shares for services and cash                    38,500
   Net loss                                                   (48,109)
                                                        ---------------

BALANCES, December 31, 2008                                    (1,386)
   Issuance of shares for services                             62,999
   Net loss                                                   (75,797)
                                                        ---------------
BALANCES, December  31, 2009                                  (14,184)
   Issuance of shares for debt and services                    27,299
   Net loss                                                   (17,685)
                                                        ---------------
BALANCES, March 31, 2010                                     $ (4,570)
                                                        ===============



The accompanying notes are an integral part of these statements.


                                      F-4



<PAGE>
<TABLE>
<CAPTION>

                          GULFSTAR ENERGY CORPORATION
                        (Formerly Bedroeck Energy, INc.)
                      (A Company in the Development Stage)

                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<S>                                                  <C>                        <C>                       <C>

                                                                                                            Period From
                                                                                                            (Inception)
                                                                                                            March 17, 1999
                                                                For the Three Months Ended                    Through
                                                        March 31, 2010             March 31, 2009           March 31, 2010
                                                     ----------------------     ----------------------    -----------------
CASH FLOW FROM OPERATING ACTIVITIES:
   Net loss                                                      $ (17,685)                 $ (22,273)          $ (485,643)
   Adjustments to reconcile net (loss) to net cash
      (used in) operating activities:
     Issuance of common shares for services                         14,676                     32,500              190,951
     Issuance of debt for services                                       -                          -               12,000
     Debt forgiveness                                                    -                          -              (66,259)
     (Increase) in current assets                                        -                    (15,750)                   -
     Increase in accounts payable                                    2,699                      1,096              135,431
                                                     ----------------------     ----------------------    -----------------
       Net cash used in operating activities                          (310)                    (4,427)            (213,520)
                                                     ----------------------     ----------------------    -----------------
CASH FLOW FROM INVESTING ACTIVITIES:
  Purchase of Lease                                                      -                     (1,122)              (1,122)
                                                     ----------------------     ----------------------    -----------------
       Net cash used in investing activities                             -                          -               (1,122)
                                                     ----------------------     ----------------------    -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from related party payable                                   -                          -               21,612
   Sale of common shares                                                 -                                         193,500
                                                     ----------------------     ----------------------    -----------------

     Net cash provided by financing activities                           -                          -              215,112
                                                     ----------------------     ----------------------    -----------------
NET (DECREASE) INCREASE IN CASH                                       (310)                    (5,549)                 470

CASH, BEGINNING OF PERIOD                                              780                     11,662                    -
                                                     ----------------------     ----------------------    -----------------
CASH, END OF PERIOD                                                  $ 470                    $ 6,113                $ 470
                                                     ======================     ======================    =================

NONCASH ACTIVITIES:
   Issuance of common shares for debt                             $ 12,622       $                  -    $         105,920
                                                     ======================     ======================    =================








The accompanying notes are an integral part of these statements.


                                      F-5

</TABLE>


<PAGE>
                           GULFSTAR ENERGY CORPORATION
                         (Formerly Bedrock Energy, Inc.)
                      (A Company in the Development Stage)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2010
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company was incorporated in Colorado on August 11, 2004 and its name changed
to Bedrock Energy, Inc. on October 18, 2007 from CellTouch, Inc. Enviromart.com,
Inc. was  incorporated in New Hampshire in March of 1999. On September 21, 2004,
CellTouch,  Inc. and  Enviromart.com,  Inc.  (collectively  the "Company")  were
merged under the laws of the State of Colorado and  CellTouch,  Inc.  became the
surviving  entity.  The  Company  has been in the  development  stage  since its
inception.  Activities  through  March 31,  2010  include  the raising of equity
capital and the  formation  of a previous  business  plan to sell  environmental
products over the Internet as well as the current business plan to merge with or
acquire and develop  assets from a company in the oil and gas industry (See Note
6).

On May  5,  2010,  the  Company's  Board  of  Directors  and a  majority  of its
Shareholders,  by written  consent  approved  proposals  to amend the  Company's
Articles of  Incorporation  to give  effect to changing  the name of the Company
from Bedrock  Energy,  Inc. to Gulfstar  Energy  Corporation  and to allow for a
reverse split of the Company's issued and outstanding  common stock on a one for
eight basis.

On May 5, 2010,  the  Company  entered  into  Share  Exchange  Agreement  (Share
Agreement)  with Talon Energy  Corporation  (Talon).  Talon is a Florida company
engaged in activities in the oil and gas industry.

The Share  Agreement  provides  for the  Company to issue  3,500,000  post-split
shares of its restricted  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 will own 100% of the issued and outstanding stock of Talon.

The  closing of the  acquisition  of Talon is  contingent  upon the  delivery of
audited  financial  statements  of Talon and the  issuance  and  delivery of the
common stock of the Company and Talon.


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,  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.

Statement of Cash Flows

For  purposes  of the  statements  of cash  flows,  cash  includes  deposits  in
commercial bank accounts.

                                      F-6

<PAGE>







                           GULFSTAR ENERGY CORPORATION
                         (Formerly Bedrock Energy, Inc.)
                      (A Company in the Development Stage)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2010
                                   (Unaudited)

Income Taxes

Under the asset and liability  method,  deferred tax assets and  liabilities are
recognized for the estimated future tax consequences attributable to differences
between  the  financial  statement  carrying  amounts  of  existing  assets  and
liabilities and their respective tax basis.  Deferred tax assets and liabilities
are  measured  using  enacted  tax rates in effect  for the year in which  those
temporary differences are expected to be recovered or settled.

Income Per Share

Income per share  requires  presentation  of both basic and  diluted  income per
common share.  Common share equivalents are not included in the weighted average
calculation since their effect would be anti-dilutive.

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.

Fair Value of Financial Instruments

The Company's financial  instruments,  including cash, other assets and payables
approximate fair value due to the short-term nature of those instruments.

Going Concern

The  Company's  financial  statements  for the three months ended March 31, 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 in the  development
stage of $485,643 as of March 31, 2010.  The Company did not recognize  revenues
from its activities  during the three months ended March 31, 2010. These factors
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.

Recent Accounting Pronouncements

There were  accounting  standards  and  interpretations  issued during the three
months  ended  March 31,  2010,  none of which are  expected  to have a material
impact on the Company's financial position, operations or cash flows.

NOTE 2 - SHAREHOLDERS' EQUITY (DEFICIT)

Preferred Share

The Company is authorized to issue  10,000,000  shares of no par value preferred
stock. As of March 31, 2010, the Company has no shares issued and outstanding.

                                      F-7

<PAGE>







                           GULFSTAR ENERGY CORPORATION
                         (Formerly Bedrock Energy, Inc.)
                      (A Company in the Development Stage)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2010
                                   (Unaudited)

NOTE 2 - SHAREHOLDERS' EQUITY (DEFICIT) (continued)

Common Share

The Company is  authorized  to issue  200,000,000  shares of $.001 voting common
stock.  As of March  31,  2010  and 2009  there  were a total of  4,255,524  and
3,495,524 shares of common stock issued and outstanding respectively.

During the three months ended March 31, 2010,  the Company issued 146,760 shares
of its common stock for services  valued at market as well as 153,240  shares of
its common stock for debt of $12,622  (See Note 3).

During the three months ended March 31, 2009,  the Company issued 650,000 shares
of its common stock for  services  valued at market (See Note 3).

NOTE 3 - RELATED PARTY TRANSACTIONS

During the three  months  ended March 31,  2010,  the Company  issued to its two
Board members 80,000 shares of its common stock in exchange for services for the
quarter  ended March 31, 2010 valued at $8,000 as well as 120,000  shares of its
common stock in exchange for debt in the amount of $9,298.

During the three months ended March 31, 2009,  the Company issued 350,000 shares
of its common  stock to its two Board  members in  exchange  for  services to be
rendered  during the period  March 1, 2009  through  December 31, 2009 valued at
$17,500.

NOTE 4 - INCOME TAXES

As of March 31,  2010,  the Company had net  operating  loss  carryforwards  for
income tax and financial  reporting purposes of approximately  $393,000 expiring
in the years 2014  through  2029.  The deferred tax assets that result from such
operating loss carryforwards of approximately $120,000 as of March 31, 2010 have
been fully reserved for in the  accompanying  financial  statements.  During the
three months ended March 31, 2010, the valuation  allowance  established against
the net operating loss carryforwards increased by $5,000.

NOTE 5 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND CONTINGENCIES

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern. The Company has suffered recurring losses from
operations that raise  substantial doubt about the Company's ability to continue
as a going  concern.  Management's  plans in this  regard  are to raise  capital
through the  issuance  of common  shares as well as seek a merger  partner.  The
accompanying  financial statement do not include any adjustments relating to the
recovery  and  classification  of  recorded  asset  amounts  or the  amount  and
classification  of  liabilities  that  might be  necessary  should  the  Company
discontinue operations.

                                      F-8

<PAGE>



                           GULFSTAR ENERGY CORPORATION
                         (Formerly Bedrock Energy, Inc.)
                      (A Company in the Development Stage)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2010
                                   (Unaudited)

NOTE 6 - SUBSEQUENT EVENTS

The  Company  on May 5, 2010  changed  its name from  Bedrock  Energy,  Inc.  to
Gulfstar  Energy  Corporation  as well as authorized a one share for eight share
reverse stock split.  Also, the Company authorized the issuance of 40,000 shares
of its post  reverse  common  stock for  services  valued at $32,000 or $.80 per
share and the issuance to each of its two Board  members of 52,500 shares of its
post reverse  common  stock for services  valued at $42,000 or $.80 per share as
well as the  issuance  to each of its two Board  members of 2,500  shares of its
post reverse  common stock for a loan from each of its two Board members  during
the month of April 2010 in the amount of $2,000 or $.80 per share.

On May 5, 2010,  the  Company  entered  into  Share  Exchange  Agreement  (Share
Agreement)  with Talon Energy  Corporation  (Talon).  Talon is a Florida company
engaged in activities in the oil and gas industry.

The Share  Agreement  provides  for the  Company to issue  3,500,000  post-split
shares of its restricted  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 will own 100% of the issued and outstanding stock of Talon.

The  closing of the  acquisition  of Talon is  contingent  upon the  delivery of
audited  financial  statements  of Talon and the  issuance  and  delivery of the
common stock of the Company and Talon.

                                      F-9
<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
----------

We had no  operations  prior to and we had no revenues  during the three  months
ended March 31, 2010. We have minimal  capital and minimal cash. We are illiquid
and need cash infusions from investors or  shareholders to provide  capital,  or
loans from any sources.

We are an oil and gas exploration and development  company focused on creating a
portfolio of North  American  assets,  located in the central and Western United
States  that  exhibit  consistent,   predictable,   and  long-lived   production
capabilities.   We  plan  to  build  value  for  its  shareholders  through  the
acquisition  and  development of gas and oil assets that contain proven reserves
in domestic areas where reserves can be  economically  produced at a low risk to
us relying  on joint  venture  partners  to supply  most of the funds  needed to
explore or develop these properties.

We intend to participate in oil and gas prospects located in the states of Utah,
Wyoming,  Kansas, New Mexico, and Colorado. Our main emphasis will be to acquire
production  or revenue  generating  opportunities  either by lease  purchase  or
farmout, when available, with third parties and industry partners.

On May  5,  2010,  the  Company's  Board  of  Directors  and a  majority  of its
Shareholders,  by written  consent  approved  proposals  to amend the  Company's
Articles of  Incorporation  to give  effect to changing  the name of the Company
from Bedrock  Energy,  Inc. to Gulfstar  Energy  Corporation  and to allow for a
reverse split of the Company's issued and outstanding  common stock on a one for
eight basis.

On May 5, 2010,  the  Company  entered  into  Share  Exchange  Agreement  (Share
Agreement)  with Talon Energy  Corporation  (Talon).  Talon is a Florida company
engaged in activities in the oil and gas industry.

The Share  Agreement  provides  for the  Company to issue  3,500,000  post-split
shares of its restricted  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 will own 100% of the issued and outstanding stock of Talon.

The  closing of the  acquisition  of Talon is  contingent  upon the  delivery of
audited  financial  statements  of Talon and the  issuance  and  delivery of the
common stock of the Company and Talon.

                                       1
<PAGE>


We will need  substantial  additional  capital to support  our  proposed  future
energy  operations.  We have no revenues.  We have no  committed  source for any
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,  we may
not be able to carry out our business  plan,  may never achieve 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. We may, 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 March 31, 2010  Compared to the Three  Months Ended
March 31, 2009

During the three months ended March 31, 2010 and 2009,  we did not recognize any
revenues from our business activities.

During the three  months  ended  March 31,  2010,  we incurred  total  operating
expenses of $17,685  compared to $22,273 during the three months ended March 31,
2009. The decrease of $4,588 was a result of $8,750  decrease in service fees, a
$1,227  decrease in travel and  entertainment  expense and a $1,200  decrease in
general  and  administrative  expenses  offset  by  an  increase  of  $6,751  in
professional fees.

During the three months ended March 31, 2010,  we incurred a net loss of $17,685
compared to a net loss of $22,273  during the three months ended March 31, 2009.
The decrease of $4,588 is a result of $8,750  decrease in service fees, a $1,227
decrease in travel and  entertainment  expense and a $1,200  decrease in general
and  administrative  expenses  offset by an increase  of $6,751 in  professional
fees, as discussed above.

LIQUIDITY
---------

At March 31, 2010,  we had total  current  assets of $470  consisting  solely of
cash. At March 31, 2010, we had total  liabilities of $6,162,  consisting solely
of  accounts  payables.  At March 31,  2010,  we had an  accumulated  deficit of
$485,643.

During  the  three  months  ended  March 31,  2010,  we used net cash of $310 in
operational  activities.  During the three months ended March 31, 2009,  we used
net cash of $4,427 in operational activities.

During the three  months  ended  March 31,  2010,  we  recognized  a net loss of
$17,685,  which was adjusted for a non-cash  activity of $14,676 in common stock
that was issued for  services.  During the three months ended March 31, 2009, we
recognized a net loss of $22,273,  which was adjusted for a non-cash activity of
$32,500 in common stock that was issued for services.

During the three months ended March 31, 2010, the Company  neither  received nor
used funds in its investing activities.  During the three months ended March 31,
2009, the Company used $1,122 in its investing  activities.  The funds were used
to purchase a 100% net revenue interest in 240 acres in Morgan County, Colorado.

                                       2
<PAGE>



During the three  months  ended  March 31,  2010 and 2009,  the  Company did not
receive or use any funds from its financing activities.

During the three months ended March 31, 2010,  the Company issued 146,760 shares
of its common stock for services  valued at market as well as 153,240  shares of
its common stock for debt of $12,622.

During the three months ended March 31, 2009,  the Company issued 650,000 shares
of its common stock for services valued at market.

We have  minimal  cash at March  31,  2010 and no other  assets,  and we will be
reliant upon shareholder loans or private  placements of equity to fund any kind
of operations. We have secured no sources of loans or private placements at this
time.

Capital Resources

We have only common stock as our capital resource.

We have no material  commitments for capital  expenditures within the next year,
however if operations are commenced,  substantial  capital will be needed to pay
for participation, investigation, exploration, acquisition and working capital.

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 is likely to increase substantially.

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 it to cover our expenses as they may be
incurred.

In  addition,  the  United  States is  experiencing  severe  instability  in the
commercial  and investment  banking  systems which is likely to continue to have
far-reaching   effects  on  the   economic   activity  in  the  country  for  an
indeterminable period. The long-term impact on the United States economy and the
Company's operating  activities and ability to raise capital cannot be predicted
at this time, but may be substantial.

ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

                                       3
<PAGE>




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  March  31,  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,  Messrs.  Nichols and
Sears have concluded  that our disclosure  controls and procedures are effective
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 as a result of the deficiency in
our internal control over financial reporting discussed below.

ITEM 4T. CONTROLS AND PROCEDURES

MANAGEMENT'S QUARTERLY  REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting for the company in accordance  with as defined
in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act. Our internal  control
over financial  reporting is designed to provide reasonable  assurance regarding
the  reliability  of  financial  reporting  and  the  preparation  of  financial
statements  for  external   purposes  in  accordance  with  generally   accepted
accounting  principles.  Our internal control over financial  reporting includes
those policies and procedures that:

(1)      pertain to the  maintenance  of records that,  in reasonable  detail,
         accurately  and fairly  reflect the transactions and dispositions of
         our assets;

(2)      provide   reasonable   assurance  that  transactions  are  recorded  as
         necessary to permit  preparation of financial  statements in accordance
         with generally accepted  accounting  principles,  and that our receipts
         and expenditures are being made only in accordance with  authorizations
         of our management and directors; and

(3)      provide reasonable  assurance regarding  prevention or timely detection
         of  unauthorized  acquisition,  use or  disposition  of our assets that
         could have a material effect on our financial statements.

Management's  assessment  of  the  effectiveness  of the  registrant's  internal
control over  financial  reporting is as of the quarter ended March 31, 2010. We
believe that internal control over financial reporting is effective. We have not
identified any, current material weaknesses considering the nature and extent of
our current  operations  and any risks or errors in  financial  reporting  under
current operations.

                                       4
<PAGE>




Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

This  annual  report  does not include an  attestation  report of the  Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange  Commission  that permit the Company to provide  only  management's
report in this annual report.

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during the fiscal  quarter ended March 31, 2010,  that has  materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

                NONE

ITEM 1A.  RISK FACTORS

            NONE

ITEM 2.  CHANGES IN SECURITIES

The Company made the following unregistered sales of its securities from January
1, 2010 through March 31, 2010.


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

  DATE OF SALE     TITLE OF SECURITIES   NO. OF SHARES        CONSIDERATION       CLASS OF PURCHASER
------------------ -------------------- ---------------- ----------------------- -----------------------------
   March 2010         Common Stock          146,760               Services        Business Associates
------------------ -------------------- ---------------- ----------------------- -----------------------------

   March 2010         Common Stock          153,240         $12,622 in Debt          Business Associates
------------------ -------------------- ---------------- ----------------------- -----------------------------
</TABLE>

                                       5

<PAGE>




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

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

                                       6
<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 CORPORATION
                                  (Registrant)



Dated:   May 17, 2010                 By: /s/ Robert McCann
                                          ---------------------
                                              Robert McCann,
                                              Chief Executive Officer



                                      By: /s/ Stephen Warner
                                          -----------------
                                              Stephen Warner,
                                              Chief Financial Officer

                                       7