EX-99.1
5
bluestarexhib991-110607.txt
PRESS RELEASE DATED 11-01-07
EXHIBIT 99.1
Press Release Source: BlueStar Health, Inc.
BLUESTAR HEALTH ANNOUNCES COMPLETION OF MERGER WITH ZEON FUEL AND
APPOINTS NEW OFFICERS AND DIRECTORS
November 1, 2007
Houston, TX -BlueStar Health, Inc., (OTCPK: BLSH - News) announced today that
the Company has completed its long-awaited and highly anticipated merger with
Houston, Texas-based Zeon Fuel, Inc.
On Wednesday, October 31, 2007 the Boards of BlueStar and Zeon and the
shareholders of Zeon unanimously approved the Amended and Restated Agreement and
Plan of Reorganization, under which Zeon was purchased by Bluestar Health.
Under the terms of the Reorganization Agreement Zeon shareholders received
10,000 shares of Bluestar Series A Preferred and 10,000 shares of Series B
Preferred stock. Each share of Series A will be exchanged for 4,400 shares of
Bluestar common stock once the increase in authorized common shares is approved
by Bluestar's shareholders at a special shareholder meeting scheduled for
December 4th, 2007. Each share of Series B Preferred will be eligible for
conversion on the first anniversary of the merger at an exchange ratio of
4,641.38 of common shares for each share of Series B preferred. Together, the
Series A and Series B preferred stock have voting rights equal to 80% of the
Company's total voting rights.
Pursuant to the Reorganization Agreement, Richard Greenwood will remain as a
Director, President and CEO, while Mr. Naved Jafry will become Chairman. Other
new directors joining the Company's Board of Directors include Kevin Moore,
Ronald Hall and Wallace Rutland. Kevin Moore was also appointed Executive Vice
President, Chief Financial Officer and Treasurer and Amir Pirzada was appointed
Director of Operations.
Bluestar will not formally change its name, trading symbol or CUSIP number until
after the December shareholder meeting. It will, however, continue conducting
its newly acquired biodiesel fuel business under the name of its wholly owned
subsidiary, Zeon Fuel, Inc.
The Company will continue to expand Zeon's primary business of distributing
petroleum based fuels and blended bio-diesel fuel through retail outlets in the
greater Houston area. Currently Zeon has contracts with eight retail locations
in the Houston, Texas area and revenues totaling $2 Million per month, or $24
Million annualized.
BlueStar Chief Executive, Richard Greenwood, commented, "Management is pleased
to have completed this merger so that we can focus our collective energies on
growing an already impressive core business." He continued, "We eagerly accept
our role as stewards of shareholder capital and embrace our mandate of
maximizing shareholder value on an ongoing basis". Bluestar's Chairman, Naved
Jafry stated, " Bringing the Zeon business into a public company will give us
the flexibility to expand our vision to promote the use of environmentally
friendly fuels while we meet the current fuel requirements of our customers." He
added, "We truly believe that we are in a position to take our company to the
next level".
About BlueStar Health
BlueStar, through its wholly-owned subsidiary, Zeon Fuel, Inc, is engaged in the
business of blending purchased bio-diesel and petroleum diesel fuels and
distributing the blended product through retail outlets. The company intends to
expand its distribution through owned and leased facilities as well as fuel
contracts with retail outlets. For more information on BlueStar's primary
operating entity, Zeon Fuel, Inc., please visit www.zeonglobalenergy.com
------------------------
Forward-Looking Statements
This news release includes comments that may be deemed forward-looking within
the meaning of the safe harbor provisions of the U.S. Federal Securities Laws.
These include, among other things, statements about expectations of future
events or transactions, sales of products or performance. Forward-looking
statements are subject to risks and uncertainties that may cause the company's
results to differ materially from expectations. These risks include the
company's ability to execute its business plan, having necessary financing in
time to meet contractual obligations and support the business activity, and
other such risks as the company may identify and discuss from time to time,
including those risks disclosed in the company's current and future filings with
the Securities and Exchange Commission. Accordingly, there is no certainty that
the company's plans will be achieved.
FOR FURTHER INFORMATION, please contact:
Investor Relations
Matthew Lovito
866-342-2700

EX - 99 . 1 5 bluestarexhib991 - 110607 . txt PRESS RELEASE DATED 11 - 01 - 07 EXHIBIT 99 . 1 Press Release Source : BlueStar Health , Inc . BLUESTAR HEALTH ANNOUNCES COMPLETION OF MERGER WITH ZEON FUEL AND APPOINTS NEW OFFICERS AND DIRECTORS November 1 , 2007 Houston , TX - BlueStar Health , Inc . , ( OTCPK : BLSH - News ) announced today that the Company has completed its long - awaited and highly anticipated merger with Houston , Texas - based Zeon Fuel , Inc . On Wednesday , October 31 , 2007 the Boards of BlueStar and Zeon and the shareholders of Zeon unanimously approved the Amended and Restated Agreement and Plan of Reorganization , under which Zeon was purchased by Bluestar Health . Under the terms of the Reorganization Agreement Zeon shareholders received 10,000 shares of Bluestar Series A Preferred and 10,000 shares of Series B Preferred stock . Each share of Series A will be exchanged for 4,400 shares of Bluestar common stock once the increase in authorized common shares is approved by Bluestar 's shareholders at a special shareholder meeting scheduled for December 4 th, 2007 . Each share of Series B Preferred will be eligible for conversion on the first anniversary of the merger at an exchange ratio of 4,641 . 38 of common shares for each share of Series B preferred . Together , the Series A and Series B preferred stock have voting rights equal to 80 % of the Company 's total voting rights . Pursuant to the Reorganization Agreement , Richard Greenwood will remain as a Director , President and CEO , while Mr . Naved Jafry will become Chairman . Other new directors joining the Company 's Board of Directors include Kevin Moore , Ronald Hall and Wallace Rutland . Kevin Moore was also appointed Executive Vice President , Chief Financial Officer and Treasurer and Amir Pirzada was appointed Director of Operations . Bluestar will not formally change its name , trading symbol or CUSIP number until after the December shareholder meeting . It will , however , continue conducting its newly acquired biodiesel fuel business under the name of its wholly owned subsidiary , Zeon Fuel , Inc . The Company will continue to expand Zeon 's primary business of distributing petroleum based fuels and blended bio - diesel fuel through retail outlets in the greater Houston area . Currently Zeon has contracts with eight retail locations in the Houston , Texas area and revenues totaling $ 2 Million per month , or $ 24 Million annualized . BlueStar Chief Executive , Richard Greenwood , commented , " Management is pleased to have completed this merger so that we can focus our collective energies on growing an already impressive core business . " He continued , " We eagerly accept our role as stewards of shareholder capital and embrace our mandate of maximizing shareholder value on an ongoing basis " . Bluestar 's Chairman , Naved Jafry stated , " Bringing the Zeon business into a public company will give us the flexibility to expand our vision to promote the use of environmentally friendly fuels while we meet the current fuel requirements of our customers . " He added , " We truly believe that we are in a position to take our company to the next level " . About BlueStar Health BlueStar , through its wholly - owned subsidiary , Zeon Fuel , Inc , is engaged in the business of blending purchased bio - diesel and petroleum diesel fuels and distributing the blended product through retail outlets . The company intends to expand its distribution through owned and leased facilities as well as fuel contracts with retail outlets . For more information on BlueStar 's primary operating entity , Zeon Fuel , Inc . , please visit www.zeonglobalenergy.com ------------------------ Forward - Looking Statements This news release includes comments that may be deemed forward - looking within the meaning of the safe harbor provisions of the U . S . Federal Securities Laws . These include , among other things , statements about expectations of future events or transactions , sales of products or performance . Forward - looking statements are subject to risks and uncertainties that may cause the company 's results to differ materially from expectations . These risks include the company 's ability to execute its business plan , having necessary financing in time to meet contractual obligations and support the business activity , and other such risks as the company may identify and discuss from time to time , including those risks disclosed in the company ' s current and future filings with the Securities and Exchange Commission . Accordingly , there is no certainty that the company 's plans will be achieved . FOR FURTHER INFORMATION , please contact : Investor Relations Matthew Lovito 866 - 342 - 2700