Quest Resource Holding (QRHC) 8-K/A Entry into a Material Definitive Agreement

EXHIBIT 99.3

BLUESTAR FINANCIAL GROUP, INC.

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

AS OF JUNE 30, 2009
		YouChange		BSFG		Adjustments				Pro Forma
	ASSETS
Cash		$	21,889	$	3					$	21,892
Receivables			1,000		109,770		(88,992	)	[2]		21,778
	Total current assets		22,889		109,773						43,670
TOTAL ASSETS		$	22,889	$	109,773					$	43,670
	LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable		$	-	$	250					$	250
							125,000		[3]
Related party payables			88,992		13,900		(88,992	)	[4]		138,900
	Total current liabilities		88,992		14,150						139,150
TOTAL LIABILITIES			88,992		14,150						139,150

STOCKHOLDERS' DEFICIT
Common Stock		1,000			12,400		23,006		[1]		35,406
							(1,000	)	[1]
Paid in capital		-			145,000		(145,000	)	[1]		-
Accumulated deficit		(67,103	)		(61,777	)	61,777		[1]		(130,886	)
							(63,783	)	[1]
Total stockholders' deficit		(66,103	)		95,623						(95,480	)
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT	$	22,889		$	109,773					$	43,670
See notes to pro forma consensed consolidated financial statements (unaudited)

For the year ended June 30, 2009
	YouChange			BSFG			Adjustments			Pro Forma
Revenue	$	-		$	-					$	-
Selling, general and administrative		69,153			57,277			125,000	[3]		251,430
Operating loss		(69,153	)		(57,277	)					(251,430	)
Other income (expense)		2,050									2,050
Loss before income taxes		(67,103	)		(57,277	)					(249,380	)
Income taxes					-						-
Net loss	$	(67,103	)	$	(57,277	)				$	(249,380	)
Net loss per share basic and diluted	$	(0.07	)	$	(0.01	)				$	(0.01	)
Weighted average number of shares		1,000,000			9,577,535						35,405,588
See notes to pro forma consensed consolidated financial statements (unaudited)

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EXHIBIT 99.3 (continued)

BLUESTAR FINANCIAL GROUP, INC.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

For the year ended June 30, 2009

NOTE 1 – BASIS OF PRESENTATION

On March 30, 2010, BlueStar Financial Group, Inc. (“BSFG”) entered into a Merger Agreement (“Agreement”) to acquire all the issued and outstanding stock of YouChange, Inc. (“YouChange”) in exchange for 21,549,591 shares of BSFG’s common stock. Upon completion of the acquisition, the existing YouChange stockholders will own approximately 64% of the outstanding common stock of the combined company. Consequently, for accounting purpose, the transaction will be accounted for as a reverse acquisition, with YouChange as the acquirer. Subsequent to the consummation of the transaction, the historical financial statements of YouChange will become the historical financial statements of the combined company and the assets and liabilities of BSFG will be accounted for as required under the purchase method of accounting. The results of operations of BSFG will be included in the consolidated financial statements from the closing date of acquisition.  

The purchase price is assumed to be equal to BSFG book value since BSFG had limited assets and operations, and no goodwill is recorded on the transaction. The amount ascribed to the shares issued to the YouChange members represents the net book value of BSFG at the date of closing.

The accompanying pro forma condensed consolidated financial statements are unaudited and illustrate the effect of BSFG’s reverse acquisition (“Pro Forma”) of YouChange. The pro forma condensed consolidated balance sheet as of June 30, 2009 is based on the historical balance sheets of YouChange and BSFG as of that date and assumes the acquisition took place on that date. The pro forma condensed consolidated statements of operations for the year then ended are based on the historical statements of operations of YouChange and BSFG for those periods. The pro forma condensed consolidated statements of operations assume the acquisition took place on July 1, 2008.

The pro forma condensed consolidated financial statements may not be indicative of the actual results of the acquisition. In particular, the pro forma condensed consolidated financial statements are based on management’s current estimate of the allocation of the purchase price, the actual allocation of which may differ.

The accompanying pro forma condensed consolidated financial statements should be read in connection with the historical financial statements of YouChange and BSFG, including the related notes, and other financial information included in filing.

NOTE 2 – PRO FORMA ADJUSTMENTS

The pro forma adjustments to the unaudited condensed consolidated balance sheet are as follows:

[1] To reflect the reverse acquisition of YouChange equal to the book value of BSFG:

[2] To eliminate a YouChange payable to BSFG and an offsetting BSFG receivable from YouChange.  This debt was incurred by YouChange during the year ended June 30, 2009.

[3] To reflect the $125,000 cash that will be paid for the BSFG shell company.

NOTE 3 - PRO FORMA NET LOSS PER COMMON SHARE

The unaudited pro forma basic and diluted net loss per share are based on the assumption that the number of shares of BSFG common stock issued in connection with the reverse acquisition of YouChange were outstanding as of July 1, 2008.

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