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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K
                                 CURRENT REPORT



     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):
                       October 15, 2001 (October 15, 2001)



                              VALUESTAR CORPORATION
             (Exact name of registrant as specified in its charter)



          Colorado                   0-22619                 84-1202005
          --------                   -------                 ----------
(State or other jurisdiction     (Commission File         (I.R.S. Employer
      of incorporation)              Number)              Identification No.)

     360-22nd Street, #400, Oakland,  California                94612
     -------------------------------------------                -----
      (Address of principal executive offices)                (Zip Code)

                                 (510) 808-1300
                                 --------------
              (Registrant's telephone number, including area code)

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ITEM 5. OTHER EVENTS

On October 15, 2001 the Company issued the following press release:

                          VALUESTAR TO CEASE OPERATIONS

         OAKLAND (October 15, 2001) - ValueStar(R)  Corporation  (OTCBB:  VLST),
         pioneer of customer satisfaction ratings on local businesses, announced
         today that it will cease  operations.  Interim  funding during the last
         several  months was supplied  primarily by New York  investors many who
         are now reevaluating their investments in the current market climate.

         ValueStar recently launched its Customer-Rated  Program,  which allowed
         ValueStar  to  automatically   collect  customer  ratings  and  collect
         commissions from offline credit card  transactions in the San Francisco
         Bay Area.  ValueStar  achieved  important  development  milestones  and
         strategic arrangements with credit card issuing and merchant processing
         banks.  The  Company  had  been  successful  in  obtaining   short-term
         financing  over the last  several  months and was seeking  financing to
         continue   operations  to  expand  the   Customer-Rated   Program  into
         additional markets.

         "We  remain   convinced  that  our   Customer-Rated   Program  presents
         compelling  advantages  to  consumers  and  service  merchants  with  a
         recurring  revenue  stream to  ValueStar  and its  partners,"  said Jim
         Stein,  president  and CEO of  ValueStar.  "Unfortunately  we have been
         unable to overcome the  disruption in funding  sources  resulting  from
         factors  including  the  September 11 terrorist  attacks.  We have been
         unsuccessful in generating alternative funding sources."

         ValueStar  plans to retain a limited  number of  employees  for a short
         time to manage closure and evaluate any  alternatives  available to the
         Company.

         Forward Looking Statements

         This  press  release  contains  forward-looking  statements  within the
         meaning  of the  Private  Securities  Litigation  Reform  Act of  1995,
         regarding ValueStar's business strategy and future plans of operations.
         Forward-looking   statements   involve  known  and  unknown  risks  and
         uncertainties;  both general and  specific to the matters  discussed in
         this press release. These and other important factors,  including those
         mentioned in various  Securities and Exchange  Commission  filings made
         periodically  by ValueStar,  may cause  ValueStar's  actual results and
         performance   to  differ   materially   from  the  future  results  and
         performance expressed in or implied by such forward-looking statements.
         The  forward-looking  statements  contained in this press release speak
         only as of the  date  hereof  and  ValueStar  expressly  disclaims  any
         obligation to provide  public  updates,  revisions or amendments to any
         forward-looking   statements   made   herein  to  reflect   changes  in
         ValueStar's expectations or future events.

                                      # # #

Reference  is  also  made to the  Company's  periodic  reports  filed  with  the
Securities  and Exchange  Commission  and, in  particular,  the risk factors set
forth therein.

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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial statements of businesses acquired.
         None

(b) Pro forma financial information.
         None

(c) Exhibits
         None





                                   SIGNATURES

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

                                       VALUESTAR CORPORATION



Date: October 15, 2001                 By: /s/ JAMES A. BARNES
                                          --------------------
                                          James A. Barnes
                                          Treasurer and Secretary


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