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): November 3, 2006
Bluestar Health, Inc.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 000-08835 84-0736215
--------------------------- ---------- -----------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
19901 Southwest Freeway, Suite 209
Sugar Land, Texas 77479
-------------------------------------- --------
(Address of principal executive offices) (zip code)
(281) 207-5487
--------------------------------------------------
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below of the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement.
Agreement to Acquire Zeon Fuel, Inc.
- ------------------------------------
On February 27, 2007 Bluestar Health, Inc., a Colorado corporation
(referred to as "We" or "Bluestar") entered into a Stock Purchase and
Recapitalization Agreement ("Purchase Agreement") with Zeon Fuel, Inc., a Texas
corporation, ("Zeon") pursuant to which Bluestar would acquire all of the
outstanding stock of Zeon in exchange for the issuance of 1,000,000 shares of
Series A Convertible Preferred Stock and 1,000,000 shares of Series B
Convertible Preferred Stock ("Convertible Stock"). The Bluestar Convertible
Stock would be convertible into common stock of Bluestar equivalent to
approximately eighty Percent (80%) of the total issued and outstanding common
stock of Bluestar on a fully diluted basis, subject to certain equitable
adjustments. In addition, the Purchase Agreement would result in the appointment
of four additional directors to the board of directors of Bluestar and the
appointment of two additional executive officers.
Pursuant to the terms of the Purchase Agreement, which is subject to
approval of Bluestar's shareholders and certain other conditions, the Articles
of Incorporation of Bluestar would be amended and restated to, among other
items, change the company's name to Zeon Fuels, Inc., and increase the total
authorized capital of Bluestar from 50,000,000 to 220,000,000 shares. The change
in authorized capital would consist of an increase of common shares from
40,000,000 to 200,000,000 shares and an increase of preferred shares from
10,000,000 to 20,000,000.
Item 1.02 Termination of A Material Definitive Agreement.
Rescission of Gold Leaf Homes, Inc. Asset Purchase
- --------------------------------------------------
On November 3, 2006 Bluestar entered into an Interim Agreement with Gold
Leaf Homes, Inc., a Texas corporation ("Gold Leaf"), and Tom Redmon ("Redmon"),
the sole shareholder of Gold Leaf, and Alfred Oglesby, an individual
("Oglesby"), which acknowledged that the acquisition of substantially all of the
assets of Gold Leaf pursuant to the parties February 3, 2006 Asset Purchase
Agreement and associated agreements ("Asset Purchase") had not been consummated
and agreed to the rescission of the transaction. The parties determined that it
was impracticable to consummate the acquisition of Gold Leaf assets due to the
unavailability of audited financial statements of Gold Leaf, a requirement under
the Asset Purchase documents and necessary to file Schedule 14C information with
the Securities and Exchange Commission.
Bluestar, Gold Leaf, Oglesby and Redmon agreed to rescind the February 13,
2006 Asset Purchase and return the parties as closely as possible to the
positions they were in prior to entering into the Asset Purchase transaction
documents. The parties have effected the material elements of the rescission of
2
the Asset Purchase by this Interim Agreement. Mr. Redmon has appointed Mr.
Richard M. Greenwood his successor as sole director and officer of Bluestar and
resigned from all of his positions as a director and officer with Bluestar. No
Gold Leaf assets were effectively transferred to Bluestar and the past and
current operations of Gold Leaf have been transacted through Gold Leaf Homes,
Inc., a Texas corporation rather than through Bluestar. The parties continue to
work towards the resolution of all remaining issues related to placing the
parties as closely as possible into the positions existing before entering into
the Asset Purchase and anticipate reaching and executing definitive agreements
to complete this process shortly.
Item 5.01 Changes in Control of Registrant.
The February 13, 2006 Purchase Agreement with Gold Leaf provided for a
change in control of registrant through the issuance of 37,000,000 shares of
common stock (the "Shares") in the name of Gold Leaf. The Shares were never
issued and therefore no change in control of registrant occurred.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
Pursuant to the terms of the Interim Agreement between and among Bluestar, Gold
Leaf, Redmon and Oglesby, Richard M. Greenwood was appointed President and sole
director of Bluestar and Tom Redmon resigned as President and sole director.
Richard Greenwood: President and sole director. Mr. Greenwood has over 25 years
experience in consumer and financial services including senior executive
positions at some of the nation's largest financial institutions. Greenwood held
various treasury positions at Citibank, including Treasurer for the USA consumer
business and the bank's European and African consumer banking group,
representing businesses in sixteen countries. Greenwood was also the CFO of
California Federal Bank and Valley National Bank. Greenwood served as CEO by
Bank Plus/Fidelity Federal Bank where he implemented a recapitalization and
turnaround of the bank. Mr. Greenwood served as President & CEO of Predictive
Data, Inc., a privately held company, from 1999 - 2000, and was President & CEO
of Hagenuk CPS/USA, a privately held manufacturer and distributor of Web Phones
and smart card systems and technologies from 2000 - 2002. From 2002 until
joining ALO Investments, LLC, Mr. Greenwood was involved in the formation of
several startup ventures to commercialize an internet enabled video telephone
device, ("Webphone"), including his serving as a director and President of BICO,
Inc., a Pennsylvania corporation from November 2004 until August 2006. Since
August 2006 Mr. Greenwood has been a partner in ALO Investments, LLC, a Texas
limited liability company which is controlled by Alfred L. Oglesby, the majority
shareholder of Bluestar.
3
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following documents are being filed herewith by Bluestar as exhibits to
this Current Report on Form 8-K:
10.1 Stock Purchase and Recapitalization Agreement dated February 27,
2007 between Bluestar Health, Inc. and Zeon Fuel, Inc.
10.2 Interim Agreement dated effective as of November 3, 2006 between
Bluestar Health, Inc., Gold Leaf Homes, Inc., Tom Redmon and
Alfred Oglesby.
10.3 Press Release Dated February 27, 2007 regarding Gold Leaf
Rescission and agreement to acquire Zeon Fuel, Inc.
4
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.
Bluestar Health, Inc.
Date: March 5, 2007 By: /s/ Richard M. Greenwood
--------------------------------
Richard M. Greenwood
President