10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 000-16974

TEXSTAR OIL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	59-2158586
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3500 Maple Avenue, Suite 1325, Dallas, Texas	75219
(Address of principal executive offices)	(Zip Code)

(214) 855-0808

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year if changed since 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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such 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 Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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  x  No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, 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 ¨                                                                           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  x  No ¨

The number of shares outstanding of the Registrant’s Common Stock as of October 21, 2013 was 27,634,112.

TABLE OF CONTENTS

		Page
PART I –FINANCIAL INFORMATION		1
ITEM 1.	FINANCIAL STATEMENTS	1
	Balance Sheets as of September 30, 2013 (Unaudited) and December 31, 2012 (Audited)	1
	Statements of Operations for the Three and Nine Months Ended September 30, 2013 and 2012 and for the Period from Re-entry into Development Stage (June 23, 2011) through September 30, 2013 (Unaudited)	2
	Statements of Stockholders’ Deficit for the Period from Re-entry into Development Stage (June 23, 2011) through September 30, 2013	3
	Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012 and for the Period from Re-entry into Development Stage (June 23, 2011) through September 30, 2013 (Unaudited)	4
	Condensed Notes to Financial Statements	5
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	7
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	9
ITEM 4.	CONTROLS AND PROCEDURES	9
PART II – OTHER INFORMATION		10
ITEM 1.	LEGAL PROCEEDINGS	10
ITEM 1A.	RISK FACTORS	10
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	10
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	10
ITEM 4.	MINE SAFETY DISCLOSURES	10
ITEM 5.	OTHER INFORMATION	10
ITEM 6.	EXHIBITS	10
SIGNATURES		11

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

TEXSTAR OIL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
		September 30,
		2013			December 31,
		(unaudited)			2012
	ASSETS
Current Assets:
	Cash	$	200		$	-
	Total current assets	$	200		$	-
	LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
	Accounts payable	$	39,407		$	77,734
	Amount due to related parties		290,043			85,976
	Total current liabilities		329,450			163,710
Commitments and Contingencies
Stockholders' Deficit:
	Preferred stock - par value $0.001; 50,000,000 shares authorized;
	5,004,609 shares of Series A issued and outstanding		5,005			5,005
	Common stock - par value $0.001; 500,000,000 shares authorized;
	27,634,112 shares issued and outstanding		27,634			27,634
	Additional paid in capital		2,188,671			2,188,671
	Prepaid stock based consulting		(51,369	)		(1,453,766	)
	Accumulated deficit prior to re-entry into development stage		(312,409	)		(312,409	)
	Deficit accumulated during development stage		(2,186,782	)		(618,845	)
	Total stockholders' deficit		(329,250	)		(163,710	)
	Total liabilities and stockholders' deficit	$	200		$	-

The accompanying condensed footnotes are an intergral part of these financial statements.

1

TEXSTAR OIL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012 AND
FOR THE PERIOD FROM RE-ENTRY INTO DEVELOPMENT STAGE (JUNE 23, 2011) THROUGH SEPTEMBER 30, 2013
(Unaudited)
													Cumulative from
													Re-entry into
													Development Stage
	Three Months Ended						Nine Months Ended						through
	September 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012			September 30, 2013
Revenue	$	-		$	-		$	-		$	-		$	-
Operating expenses:
Selling, general and administration		501,355			21,151			1,567,937			68,372			2,186,782
Total operating expenses		501,355			21,151			1,567,937			68,372			2,186,782
Loss before taxes		(501,355	)		(21,151	)		(1,567,937	)		(68,372	)		(2,186,782	)
Provision for income taxes		-			-			-			-			-
Net loss	$	(501,355	)	$	(21,151	)	$	(1,567,937	)	$	(68,372	)	$	(2,186,782	)
Loss per share, basic and diluted	$	(0.02	)	$	(0.16	)	$	(0.06	)	$	(0.51	)
Weighted average number of shares outstanding		27,634,112			133,612			27,634,112			133,612

The accompanying condensed footnotes are an intergral part of these financial statements.

2

TEXSTAR OIL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE PERIOD FROM RE-ENTRY INTO DEVELOPMENT STAGE (JUNE 23, 2011) THROUGH SEPTEMBER 30, 2013
																Accumulated
																Deficit prior to			Accumulated
													Prepaid			Re-entry into			Deficit during
	Preferred Stock				Common Stock						Additional Paid		Stock Based			Development			Development
	Shares		Amount		Shares			Amount			in Capital		Consulting			Stage			Stage			Total
Balance, June 23, 2011		-		-		50,000,000			50,000			261,701		-			(312,409	)		-			(708	)
Effect of reverse stock split		-		-		(49,865,888	)		(49,866	)		49,866		-			-			-			-
Net loss during development stage		-		-		-			-			-		-			-			(44,993	)		(44,993	)
Balance, December 31, 2011		-		-		134,112			134			311,567		-			(312,409	)		(44,993	)		(45,701	)
Shares issued for debt		4,609		5		-			-			4,604		-			-			-			4,609
Issuance of shares pursuant to stock
purchase agreement		5,000,000		5,000		25,000,000			25,000			-		-			-			-			30,000
Shares issued for services		-		-		2,500,000			2,500			1,872,500		(1,453,766	)		-						421,234
Net loss		-		-		-			-			-		-			-			(573,852	)		(573,852	)
Balance, December 31, 2012		5,004,609		5,005		27,634,112			27,634			2,188,671		(1,453,766	)		(312,409	)		(618,845	)		(163,710	)
Amortization of prepaid stock
based consulting		-		-		-			-			-		1,402,397			-			-			1,402,397
Net loss		-		-		-			-			-		-			-			(1,567,937	)		(1,567,937	)
Balance, September 30, 2013		5,004,609	$	5,005		27,634,112		$	27,634		$	2,188,671	$	(51,369	)	$	(312,409	)	$	(2,186,782	)	$	(329,250	)

The accompanying condensed footnotes are an intergral part of these financial statements.

3

TEXSTAR OIL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012 AND
FOR THE PERIOD FROM RE-ENTRY INTO DEVELOPMENT STAGE (JUNE 23, 2011)
THROUGH SEPTEMBER 30, 2013
(Unaudited)
							Cumulative from
							Re-entry into
							Development Stage
	Nine Months Ended						through
	September 30, 2013			September 30, 2012			September 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,567,937	)	$	(68,372	)	$	(2,186,782	)
Adjustments to reconcile net loss to net cash flows
provided by (used in) operating activities:
Amortization of prepaid stock based consulting		1,402,397			-			1,823,631
Change in operating assets and liabilities:
Prepaid expense		-			1,925			-
Accounts payable		(38,327	)		25,838			38,699
Amount due to related parties		204,067			40,609			299,652
Net cash flows provided by (used in) operating activities		200			-			(24,800	)
CASH FLOWS FROM INVESTING ACTIVITIES		-			-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of preferred stock		-			-			25,000
								-
Net cash flows provided by financing activities		-			-			25,000
Increase in cash		200			-			200
Cash, beginning of period		-			-			-
Cash, end of period	$	200		$	-		$	200
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of preferred stock in exchange for related party debt	$	-		$	4,609		$	9,609
Issuance of common stock for services	$	-		$	-		$	1,875,000

The accompanying condensed footnotes are an intergral part of these financial statements.

4

TEXSTAR OIL CORPORATION

(A DEVELOPMENT STAGE COMPANY)

CONDENSED NOTES TO FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Interim Financial Reporting

While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with generally accepted accounting principles in the United States of America ("GAAP").  These interim financial statements follow the same accounting policies and methods of application as used in the December 31, 2012 audited financial statements of TexStar Oil Corporation (the “Company”).  All adjustments are of a normal, recurring nature. Interim financial statements and the notes thereto do not contain all of the disclosures normally found in year-end audited financial statements and these Notes to Financial Statements are abbreviated and contain only certain disclosures related to the nine month and three month periods ended September 30, 2013 and 2012.  It is suggested that these interim financial statements be read in conjunction with the Company’s audited financial statements and related notes for the year ended December 31, 2012 included in our Form 10-K, filed with the Securities Exchange Commission on May 16, 2013. Operating results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that can be expected for the year ending December 31, 2013.

Development Stage Activities

The Company is presently in the development stage with no significant revenues from operations.  Accordingly, all of the Company’s operating results and cash flows reported in the accompanying financial statements are considered to be those related to development stage activities and represent the cumulative from inception amounts from its development stage activities reported pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915-10-05, Development Stage Entities.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

Reclassifications

Certain 2012 amounts have been reclassified to conform to current year presentation.

NOTE 2 -- GOING CONCERN

The financial statements of the Company have been prepared in conformity with GAAP, and assume that the Company will continue as a going concern.  The Company expects to incur losses as it expands.  To date, the Company's cash flow requirements have been met through the sale of its common stock and cash advances from related parties.  There is no assurance that additional funds will be available for the Company to finance its operations should the Company be unable to realize profitable operations. These conditions, among others, give rise to substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.

5

TEXSTAR OIL CORPORATION

(A DEVELOPMENT STAGE COMPANY)

CONDENSED NOTES TO FINANCIAL STATEMENTS

NOTE 3 – RELATED PARTIES

During the nine months ended September 30, 2013, Bon Amour International, LLC (“BAI”), a Texas limited liability company for which Nathan Halsey, the Company’s President, Chief Executive Officer and Chief Financial Officer, serves as a principal, provided services to the Company, including office space (see below) and personnel, valued at $22,001.  BAI also made cash advances and direct payments to certain vendors on the Company’s behalf totaling $107,855.  During the period from June 2011 through December 31, 2012, BAI also made direct payments to certain vendors on the Company’s behalf totaling $33,170.  As of September 30, 2013, the Company owed BAI $163,026.

During the nine months ended September 30, 2013, Mr. Halsey and TexStar Oil Co., Ltd. (“TexStar Ltd.”), a corporation owned and controlled by Mr. Halsey, through cash advances and direct payments to certain vendors on the Company’s behalf, advanced the Company $53,146.  During November and December 2012, TexStar Ltd. also made cash advances on the Company’s behalf totaling $20,000.  As of September 30, 2013, the Company owed TexStar Ltd. $73,146.

During the period from February 2012 through December 31, 2012, Mr. Halsey and Bonamour Asia, LLC (“Bonamour Asia”), a limited liability company owned and controlled by Mr. Halsey, made direct payments to certain vendors on the Company’s behalf totaling $41,192.  As of September 30, 2013, the Company owed Bonamour Asia, LLC $41,192.

During the nine months ended September 30, 2013, Mr. Halsey, through cash advances and direct payments to certain vendors on the Company’s behalf, advanced the Company $8,039.  Between June and December 2012, Mr. Halsey also made direct payments to certain vendors on the Company’s behalf totaling $4,640.  As of September 30, 2013, the Company owed Mr. Halsey $12,679.

BAI provides office space for the Company.  The fair value of this office space was estimated to be $1,000 per month, and this amount is recorded as occupancy costs reflected in the selling, general and administration expenses noted in the accompanying financial statements and included in the amount due BAI, as detailed above.  Management considers the Company’s current office space arrangement adequate.

NOTE 4 – INCOME TAXES

Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company does not expect to pay any significant federal or state income tax for 2013 as a result of the losses recorded during the nine months ended September 30, 2013 and net operating loss carry forwards from prior years.  Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is "more likely than not" that some component or all of the benefits of deferred tax assets will not be realized.  As of September 30, 2013, the Company maintains a full valuation allowance for all deferred tax assets. Based on these requirements, no provision or benefit for income taxes has been recorded.  There were no recorded unrecognized tax benefits at the end of the reporting period.

6

ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We urge you to read the following discussion in conjunction with management’s discussion and analysis contained in our Annual Report on Form 10-K for the year ended December 31, 2012, as well as with our condensed financial statements and the notes thereto included elsewhere herein.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Our prospects are subject to uncertainties and risks. In this Quarterly Report on Form 10-Q, we make forward-looking statements in this Item 2 and elsewhere that also involve substantial uncertainties and risks. These forward-looking statements are based upon our current expectations, estimates and projections about our business, and reflect our beliefs and assumptions based upon information available to us at the date of this report. In some cases, you can identify these statements by words such as “if,” “may,” “might,” “will, “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” and other similar terms. These forward-looking statements include, among other things, plans for proposed operations, descriptions of our strategies, our development plans, and other objectives, expectations and intentions, the trends we anticipate in our business and the markets in which we operate, and the competitive nature and anticipated growth of those markets.

We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors including, but not limited to, the risks and uncertainties discussed in our other filings with the Securities Exchange Commission (“SEC”). We undertake no obligation to revise or update any forward-looking statement for any reason.

Overview

In October 2012, the Company changed its business operations to focus upon oil and gas exploration and/or production projects, and on December 3, 2012, changed its name to TexStar Oil Corporation. Though management has evaluated certain projects, the Company has not yet engaged in any oil and gas exploration or production activities as of the date of this report.

Our principal office is located at 3500 Maple Avenue, Suite 1325, Dallas, Texas 75219 and our telephone number is (214) 855-0808.  Our Common Stock is quoted on the OTC Market Groups, Inc. OTCQB under the symbol "TEXS."  We do not currently have a corporate website.

Basis of Presentation of Financial Information

The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern, which is dependent upon the Company's ability to obtain sufficient financing or establish itself as a profitable business.  At September 30, 2013, the Company had an accumulated deficit since re-entry into the development stage of $2,186,782 and for the nine months ended September 30, 2013, the Company incurred losses of $1,567,937.  Management expects that the Company will need to raise additional capital through sales of equity or debt securities to sustain operations until such time as the Company can achieve profitability. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations.  The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.

Critical Accounting Policies

There have been no changes from the Critical Accounting Policies described in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 16, 2013.

7

Liquidity and Capital Resources

We are a development stage company and have not achieved any revenues as a result of our current business operations.  Since our inception, we have not attained a level of operations that allows us to meet our current overhead.  We do not contemplate attaining profitable operations until we obtain financing and execute plans to acquire interests in oil and gas exploration and/or production projects. Nevertheless, there can be no assurance that management will be able to successfully implement such plans, and if executed, there can be no assurance that operating levels sufficient to sustain profitability can ever be achieved.  We expect to be dependent upon obtaining additional financing in order to adequately fund working capital, infrastructure and expenses in order to execute plans for future operations, so that we can achieve a level of revenue adequate to support our cost structure, none of which can be assured. These factors raise substantial doubt about our ability to continue as a going concern and the accompanying financial statements do not include any adjustments related to the recoverability or classification of asset carrying amounts or the amounts and classification of liabilities that may result should we be unable to continue as a going concern.

As of September 30, 2013, the Company’s cash balance was $200 and we had liabilities totaling $329,450, which include $290,043 of related party debt.  At September 30, 2013 the Company’s working capital deficit was $329,250.

Since the change in control of the Company that occurred in 2011, BAI, Mr. Halsey, Bonamour Asia, and TexStar Ltd. have advanced funds to and on behalf of the Company to satisfy current legal, accounting and administrative obligations and have made available certain office space and personnel for the Company’s use.

During the nine months ended September 30, 2013, BAI provided services to the Company, including office space and personnel, valued at $22,001.  BAI also made cash advances and direct payments to certain vendors on the Company’s behalf totaling $107,855.  During the period from June 2011 through December 31, 2012, BAI also made direct payments to certain vendors on the Company’s behalf totaling $33,170.  As of September 30, 2013, the Company owed BAI $163,026.  During the nine months ended September 30, 2013, Mr. Halsey, through cash advances and direct payments to certain vendors on the Company’s behalf, advanced the Company $8,039.  Between June and December 2012, Mr. Halsey also made direct payments to certain vendors on the Company’s behalf totaling $4,640.  As of September 30, 2013, the Company owed Mr. Halsey $12,679.  During the period from February 2012 through December 31, 2012, Bonamour Asia, made direct payments to certain vendors on the Company’s behalf totaling $41,192.  As of September 30, 2013, the Company owed Bonamour Asia $41,192.  During the nine months ended September 30, 2013, TexStar Ltd., through cash advances and direct payments to certain vendors on the Company’s behalf, advanced the Company $53,146.  During November and December 2012, TexStar Ltd. also made cash advances the Company’s behalf totaling $20,000.  As of September 30, 2013, the Company owed TexStar Ltd. $73,146.

The Company will need to raise additional capital to commence and sustain operations until such time as the Company can fully implement its plan of future operation and achieve profitability. The terms of financing that may be raised may not be on terms acceptable by the Company. If adequate funds cannot be raised outside of the Company, the Company’s current stockholders may need to contribute additional funds to sustain operations.

Results of Operations

Comparison of Three Months Ended September 30, 2013 and 2012

For the three months ended September 30, 2013 and 2012, the Company had no revenue.

For the three months ended September 30, 2013, the Company had operating expenses totaling $501,355 compared to $21,151 for the same period in 2012, an increase of $480,204.  This change is primarily a result of an increase in consulting expenses of approximately $473,000. In addition, audit fees increased by $1,000, legal fees increased by approximately $8,000 and other general and administrative expenses decreased by approximately $2,000 in the three months ended September 30, 2013 as compared to the same period in 2012.

Comparison of Nine Months Ended September 30, 2013 and 2012

For the nine months ended September 30, 2013 and 2012, the Company had no revenue.

For the nine months ended September 30, 2013, the Company had operating expenses totaling $1,567,937 compared to $68,372 for the same period in 2012, an increase of $1,499,565.  This change is primarily a result of an increase in consulting expenses of approximately $1,460,000. In addition, audit fees increased by approximately $4,000, legal fees increased by $14,000 and other general and administrative expenses increased by $22,000 in the nine months ended September 30, 2013 as compared to the same period in 2012.

8

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our Company is a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, and as such, is not required to provide the information required under this Item.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Nathan Halsey, our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of September 30, 2013, pursuant to Exchange Act Rule 13a-15. Such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company is accumulated and communicated to the appropriate management on a basis that permits timely decisions regarding disclosure. Based upon that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures as of September 30, 2013 were not effective to provide reasonable assurance that information required to be disclosed in the Company’s periodic filings under the Exchange Act is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting during the quarter ended September 30, 2013 that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

Limitations on the Effectiveness of Controls

Our disclosure controls and procedures provide our principal executive officer and principal financial officer with reasonable assurances that our disclosure controls and procedures will achieve their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting can or will prevent all human error. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are internal resource constraints, and the benefit of controls must be weighed relative to their corresponding costs. Because of the limitations in all control systems, no evaluation of controls can provide complete assurance that all control issues and instances of error, if any, within our company are detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur due to human error or mistake. Additionally, controls, no matter how well designed, could be circumvented by the individual acts of specific persons within the organization. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions.

Management is aware that there is a lack of segregation of duties at the Company due to the fact that the Company only has one executive officer/director dealing with general administrative and financial matters. This may constitute a significant deficiency in the internal controls. Management has decided that considering the officer/director involved, the control procedures in place, and the outsourcing of certain financial functions, the risks associated with such lack of segregation were low and the potential benefits of adding additional employees to clearly segregate duties did not justify the expenses associated with such increases. Management periodically reevaluates this situation periodically. In light of the Company’s current cash flow situation, the Company does not intend to increase staffing to mitigate the current lack of segregation of duties within the general administrative and financial functions.

9

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

On December 12, 2012, Mullin Hoard & Brown, LLP(“MHB”) filed a lawsuit styled Mullin Hoard & Brown, LLP v. Reunion Sports Group, LLC, John Bryant, Janet Bryant, Byron Pierce, and Millenia, Inc.; In the 251st Judicial District Court of Potter County, Texas; Cause No. 101083C, asserting claims for breach of contract.  MHB is a law firm that was engaged to provide legal services to Reunion Sports Group, LLC. MHB alleges that Millennia, Inc. (the Company) and the other defendants executed an amended payment and guaranty agreement pursuant to which they agreed to remain liable for the fees and expenses owed at that time by Reunion and those incurred in the future.  MHB claims it is owed $133,528.95 in unpaid legal fees.  On July 23, 2013, MHB took a nonsuit as to the Company without prejudice to its claims against the remaining defendants.

ITEM 1A.  RISK FACTORS

Our Company is a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, and as such, is not required to provide the information required under this Item.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEEDS

There are no unreported sales of unregistered securities during the quarter ended September 30, 2013.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

The following exhibits are filed with this Quarterly Report on Form 10-Q or are incorporated by reference as described below.

Exhibit	Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350*
101.1	Interactive data files pursuant to Rule 405 of Regulation S-T*

*Filed herewith.

10

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

November 6, 2013	TEXSTAR OIL CORPORATION
	By:	/s/ Nathan Halsey
		Nathan Halsey
		President and Chief Executive Officer (Principal Executive Officer, Principal Financial and Accounting Officer and Authorized Signatory)

11

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Nathan Halsey, certify that:

(1) I have reviewed this quarterly report on Form 10-Q of TexStar Oil Corporation;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 6, 2013	/s/ Nathan Halsey
	Nathan Halsey
	Principal Executive Officer and Principal Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of TexStar Oil Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2013 (the “Report”), I, Nathan Halsey, Principal Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Nathan Halsey                                            

Nathan Halsey

Principal Executive Officer and Principal Financial Officer

November 6, 2013

A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended		9 Months Ended		27 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013
Operating expenses:
Selling, general and administration	$ 501,355	$ 21,151	$ 1,567,937	$ 68,372	$ 2,186,782
Total operating expenses	501,355	21,151	1,567,937	68,372	2,186,782
Loss before taxes	(501,355)	(21,151)	(1,567,937)	(68,372)	(2,186,782)
Provision for income taxes
Net loss	$ (501,355)	$ (21,151)	$ (1,567,937)	$ (68,372)	$ (2,186,782)
Loss per share, basic and diluted	$ (0.02)	$ (0.16)	$ (0.06)	$ (0.51)
Weighted average number of shares outstanding	27,634,112	133,612	27,634,112	133,612

XML

INCOME TAXES

9 Months Ended

Sep. 30, 2013

Income Taxes

INCOME TAXES

NOTE 4 – INCOME TAXES

Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company does not expect to pay any significant federal or state income tax for 2013 as a result of the losses recorded during the nine months ended September 30, 2013 and net operating loss carry forwards from prior years.  Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is "more likely than not" that some component or all of the benefits of deferred tax assets will not be realized.  As of September 30, 2013, the Company maintains a full valuation allowance for all deferred tax assets. Based on these requirements, no provision or benefit for income taxes has been recorded.  There were no recorded unrecognized tax benefits at the end of the reporting period.

XML

STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	9 Months Ended		27 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (1,567,937)	$ (68,372)	$ (2,186,782)
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities:
Amortization of prepaid stock based consulting	1,402,397		1,823,631
Change in operating assets and liabilities:
Prepaid expense		1,925
Accounts payable	(38,327)	25,838	38,699
Amount due to related parties	204,067	40,609	299,652
Net cash flows provided by (used in) operating activities	200		(24,800)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of preferred stock			25,000
Net cash flows provided by financing activities			25,000
Increase in cash	200		200
Cash, beginning of period
Cash, end of period	200		200
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of preferred stock in exchange for related party debt		4,609	9,609
Issuance of common stock for services			$ 1,875,000

XML

GOING CONCERN

9 Months Ended

Sep. 30, 2013

Going Concern

GOING CONCERN

NOTE 2 -- GOING CONCERN

The financial statements of the Company have been prepared in conformity with GAAP, and assume that the Company will continue as a going concern.  The Company expects to incur losses as it expands.  To date, the Company's cash flow requirements have been met through the sale of its common stock and cash advances from related parties.  There is no assurance that additional funds will be available for the Company to finance its operations should the Company be unable to realize profitable operations. These conditions, among others, give rise to substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.

XML

BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Policies)

9 Months Ended

Sep. 30, 2013

Basis Of Presentation And Recently Issued Accounting Pronouncements Policies

Interim Financial Reporting

Interim Financial Reporting

While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with generally accepted accounting principles in the United States of America ("GAAP").  These interim financial statements follow the same accounting policies and methods of application as used in the December 31, 2012 audited financial statements of TexStar Oil Corporation (the “Company”).  All adjustments are of a normal, recurring nature. Interim financial statements and the notes thereto do not contain all of the disclosures normally found in year-end audited financial statements and these Notes to Financial Statements are abbreviated and contain only certain disclosures related to the nine month and three month periods ended September 30, 2013 and 2012.  It is suggested that these interim financial statements be read in conjunction with the Company’s audited financial statements and related notes for the year ended December 31, 2012 included in our Form 10-K, filed with the Securities Exchange Commission on May 16, 2013. Operating results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that can be expected for the year ending December 31, 2013.

Development Stage Activities

Development Stage Activities

The Company is presently in the development stage with no significant revenues from operations.  Accordingly, all of the Company’s operating results and cash flows reported in the accompanying financial statements are considered to be those related to development stage activities and represent the cumulative from inception amounts from its development stage activities reported pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915-10-05, Development Stage Entities.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

Recalssifications

Reclassifications

Certain 2012 amounts have been reclassified to conform to current year presentation.

XML

RELATED PARTIES

9 Months Ended

Sep. 30, 2013

Related Parties

RELATED PARTIES

NOTE 3 – RELATED PARTIES

During the nine months ended September 30, 2013, Bon Amour International, LLC (“BAI”), a Texas limited liability company for which Nathan Halsey, the Company’s President, Chief Executive Officer and Chief Financial Officer, serves as a principal, provided services to the Company, including office space (see below) and personnel, valued at $22,001.  BAI also made cash advances and direct payments to certain vendors on the Company’s behalf totaling $107,855.  During the period from June 2011 through December 31, 2012, BAI also made direct payments to certain vendors on the Company’s behalf totaling $33,170.  As of September 30, 2013, the Company owed BAI $163,026.

During the nine months ended September 30, 2013, Mr. Halsey and TexStar Oil Co., Ltd. (“TexStar Ltd.”), a corporation owned and controlled by Mr. Halsey, through cash advances and direct payments to certain vendors on the Company’s behalf, advanced the Company $53,146.  During November and December 2012, TexStar Ltd. also made cash advances on the Company’s behalf totaling $20,000.  As of September 30, 2013, the Company owed TexStar Ltd. $73,146.

During the period from February 2012 through December 31, 2012, Mr. Halsey and Bonamour Asia, LLC (“Bonamour Asia”), a limited liability company owned and controlled by Mr. Halsey, made direct payments to certain vendors on the Company’s behalf totaling $41,192.  As of September 30, 2013, the Company owed Bonamour Asia, LLC $41,192.

During the nine months ended September 30, 2013, Mr. Halsey, through cash advances and direct payments to certain vendors on the Company’s behalf, advanced the Company $8,039.  Between June and December 2012, Mr. Halsey also made direct payments to certain vendors on the Company’s behalf totaling $4,640.  As of September 30, 2013, the Company owed Mr. Halsey $12,679.

BAI provides office space for the Company.  The fair value of this office space was estimated to be $1,000 per month, and this amount is recorded as occupancy costs reflected in the selling, general and administration expenses noted in the accompanying financial statements and included in the amount due BAI, as detailed above.  Management considers the Company’s current office space arrangement adequate.

XML

BALANCE SHEETS (Unaudited) (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Preferred stock, Par or stated value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	5,004,609	5,004,609
Preferred stock, shares outstanding	5,004,609	5,004,609
Common Stock, par or stated value	$ 0.001	$ 0.001
Common Stock, shares authorized	500,000,000	500,000,000
Common Stock, shares issued	27,634,112	27,634,112
Common Stock, shares outstanding	27,634,112	27,634,112

XML

STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) (USD $)	Preferred Stock	Common Stock	Additional Paid in Capital	Prepaid Stock Based Consulting	Accumulated Deficit prior to Re-entry into Development Stage	Accumulated Deficit during Development Stage	Total
Balance, beginning at Jun. 23, 2011		$ 50,000	$ 261,701		$ (312,409)		$ (708)
Balance, beginning, shares at Jun. 23, 2011		50,000,000
Effect of reverse stock split		(49,866)	49,866
Effect of reverse stock split, shares		(49,865,888)
Net loss						(44,993)	(44,993)
Balance, ending at Dec. 31, 2011		134	311,567		(312,409)	(44,993)	(45,701)
Balance, ending, shares at Dec. 31, 2011		134,112
Shares issued for debt	5		4,604				4,609
Shares issued for debt, shares	4,609
Issuance of shares pursuant to stock purchase agreement	5,000	25,000					30,000
Issuance of shares pursuant to stock purchase agreement, shares	5,000,000	25,000,000
Shares issued for services		2,500	1,872,500	(1,453,766)			421,234
Shares issued for services, shares		2,500,000
Net loss						(573,852)	(573,852)
Balance, ending at Dec. 31, 2012	5,005	27,634	2,188,671	(1,453,766)	(312,409)	(618,845)	(163,710)
Balance, ending, shares at Dec. 31, 2012	5,004,609	27,634,112
Amortization of prepaid stock based consulting				1,402,397			1,402,397
Net loss						(1,567,937)	(1,567,937)
Balance, ending at Sep. 30, 2013	$ 5,005	$ 27,634	$ 2,188,671	$ (51,369)	$ (312,409)	$ (2,186,782)	$ (329,250)
Balance, ending, shares at Sep. 30, 2013	5,004,609	27,634,112

XML

BALANCE SHEETS (Unaudited) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Current Assets:
Cash	$ 200
Total current assets	200
Current Liabilities:
Accounts payable	39,407	77,734
Amount due related parties	290,043	85,976
Total current liabilities	329,450	163,710
Commitments and Contingencies
Stockholders' Deficit:
Preferred stock - par value $0.001; 50,000,000 shares authorized; 5,004,609 shares of Series A issued and outstanding	5,005	5,005
Common stock - par value $0.001; 500,000,000 shares authorized; 27,634,112 shares issued and outstanding	27,634	27,634
Additional paid in capital	2,188,671	2,188,671
Prepaid stock based consulting	(51,369)	(1,453,766)
Accumulated deficit prior to re-entry into development stage	(312,409)	(312,409)
Deficit accumulated during development stage	(2,186,782)	(618,845)
Total stockholders' deficit	(329,250)	(163,710)
Total liabilities and stockholders' deficit	$ 200

XML

RELATED PARTIES (Details Narrative) (USD $)	9 Months Ended	19 Months Ended	2 Months Ended	9 Months Ended	11 Months Ended		7 Months Ended	9 Months Ended
	Sep. 30, 2013 Bon Amour International, LLC	Dec. 31, 2012 Bon Amour International, LLC	Dec. 31, 2012 TexStar Oil Co., Ltd.	Sep. 30, 2013 TexStar Oil Co., Ltd.	Dec. 31, 2012 Bonamour Asia, LLC	Sep. 30, 2013 Bonamour Asia, LLC	Dec. 31, 2012 Nathan Halsey	Sep. 30, 2013 Nathan Halsey
Related party cash advances and direct payments to vendors	$ 107,855	$ 33,170	$ 20,000	$ 53,146	$ 41,192		$ 4,640	$ 8,039
Due to related party	163,026			73,146		41,192		12,679
Services provided by related parties	22,001
Fair value of office space provided, on a monthly basis	$ 1,000

XML

BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

9 Months Ended

Sep. 30, 2013

Basis Of Presentation And Recently Issued Accounting Pronouncements

BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

NOTE 1 – BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Interim Financial Reporting

While the information presented in the accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with generally accepted accounting principles in the United States of America ("GAAP").  These interim financial statements follow the same accounting policies and methods of application as used in the December 31, 2012 audited financial statements of TexStar Oil Corporation (the “Company”).  All adjustments are of a normal, recurring nature. Interim financial statements and the notes thereto do not contain all of the disclosures normally found in year-end audited financial statements and these Notes to Financial Statements are abbreviated and contain only certain disclosures related to the nine month and three month periods ended September 30, 2013 and 2012.  It is suggested that these interim financial statements be read in conjunction with the Company’s audited financial statements and related notes for the year ended December 31, 2012 included in our Form 10-K, filed with the Securities Exchange Commission on May 16, 2013. Operating results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that can be expected for the year ending December 31, 2013.

Development Stage Activities

The Company is presently in the development stage with no significant revenues from operations.  Accordingly, all of the Company’s operating results and cash flows reported in the accompanying financial statements are considered to be those related to development stage activities and represent the cumulative from inception amounts from its development stage activities reported pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915-10-05, Development Stage Entities.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

Reclassifications

Certain 2012 amounts have been reclassified to conform to current year presentation.

XML

Document and Entity Information	9 Months Ended
	Sep. 30, 2013	Oct. 21, 2013
Document And Entity Information
Entity Registrant Name	TEXSTAR OIL Corp
Entity Central Index Key	0000814920
Document Type	10-Q
Document Period End Date	Sep. 30, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		27,634,112
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2013