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1
INFORMATION
STATEMENT
____________,
2010
BLUESTAR
FINANCIAL GROUP, INC.
GENERAL
This
Information Statement is first being mailed on or about April 29, 2010, to the
holders of record of the outstanding common stock, $0.001 par value per share
(the “Common Stock”), of BlueStar Financial Group, Inc., a Nevada corporation
(the “Company”), as of the close of business on April 26, 2010 (the “Record
Date”), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of
1934, as amended (the “Exchange Act”).
The
purpose of this Information Statement is to is to notify our stockholders that,
on April 27, 2010, we received a written consent from Mr. Rassas,
Mr. Papworth, Mr. Phelps, Mr. Sibilla and Mr. Voorhees, who
together owned as of that date 20,170,000 shares of our common stock,
representing 57.0% of the issued and outstanding shares of common stock,
approving a name change for the Company to YouChange Holdings
Corp. Except as otherwise indicated by the context, references in
this Information Statement to “Company,”“we,”“us,” or “our” are references to
BlueStar Financial Group, Inc.
The
Written Consent authorized an amendment to our Articles of Incorporation (the
“Amendment”), which amends our current Articles of
Incorporation:
·
To
change the name of the Company to YouChange Holdings
Corp.
A copy of
the substantive text of the Amendment is attached to this Information Statement
as Appendix A.
These
corporate actions will become effective on the filing of a certificate of
amendment to our articles of incorporation with the Secretary of State of Nevada
which filing will occur at least 20 days after the date of the mailing of this
Information Statement to our stockholders.
PLEASE
NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS
MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN. THIS INFORMATION
STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING
STOCKHOLDERS OF THE MATTERS DESCRIBED HEREIN PURSUANT TO SECTION 14(C) OF THE
EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION
14C.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
AUTHORIZATION
BY THE BOARD OF DIRECTORS AND THE MAJORITY STOCKHOLDERS
Under the
Nevada Revised Statutes and the Company’s Bylaws, any action that can be taken
at an annual or special meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if the holders of outstanding stock
having not less than the minimum number of votes that will be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted consent to such action in writing. The approval
of the Amendment requires the affirmative vote or written consent of a majority
of the voting power of the issued and outstanding shares of Common Stock. Each
Stockholder is entitled to one vote per share of Common Stock held of record on
any matter which may properly come before the stockholders.
On the
Record Date, the Company had 35,405,588 shares of Common Stock issued and
outstanding with the holders thereof being entitled to cast one vote per
share.
On April27, 2010, our Board of Directors unanimously adopted resolutions approving the
Amendment and recommended that our stockholders approve the Amendment
substantially as set forth in Appendix A
. In connection with the adoption of these resolutions, our
Board of Directors elected to seek the written consent of the holders of a
majority of our outstanding shares in order to reduce associated costs and
implement the proposals in a timely manner.
The
Company’s Board of Directors unanimously adopted a resolution approving,
declaring advisable and recommending to the shareholders for their approval, an
amendment to the Company’s Articles of Incorporation, as amended, to change the
name of the Company to “YouChange Holdings Corp”.
The Board
of Directors believes the name change would be in the best interest of the
Company as the new name better reflects the long-term strategy and identity of
the Company. While the “BlueStar Financial Group, Inc.” name has served the
Company over time, the Company’s management believes this opportunity presented
the right timing to change the Company’s name. Management also believes that the
new name effectively conveys the Company’s business
direction.
CONSENTING
STOCKHOLDERS
On April27, 2010, Jeffrey Rassas, Richard Papworth, Steve Phelps, Victor Sibilla and
Paul Voorhees being the record holders of 20,170,000 shares of our Common Stock,
constituting 56.97% of the voting power of the issued and outstanding shares of
our Common Stock, consented in writing to the Amendment.
Accordingly,
we have obtained all necessary corporate approvals in connection with the
Amendment. We are not seeking written consent from any other stockholder, and
the other stockholders will not be given an opportunity to vote with respect to
the actions described in this Information Statement. All necessary corporate
approvals have been obtained. This Information Statement is furnished solely for
the purposes of advising stockholders of the action taken by written consent and
giving stockholders notice of such actions taken as required by the Exchange
Act.
As the
actions taken by the Majority Stockholders were by written consent, there will
be no security holders’ meeting and representatives of the principal accountants
for the current year and for the most recently completed fiscal year will not
have the opportunity to make a statement if they desire to do so and will not be
available to respond to appropriate questions from our
stockholders.
We will,
when permissible following the expiration of the 20 day period mandated by Rule
14c of the Exchange Act and the provisions of the Nevada Revised Statutes, file
the Amendment with the Nevada Secretary of State’s Office. The Amendment will
become effective upon such filing and we anticipate that such filing will occur
approximately 20 days after this Information Statement is first mailed to our
stockholders.
3
This
Information Statement will serve as written notice to shareholders pursuant to
Section 78.370 of the Nevada General Corporation Law.
Shareholders
ARE NOT REQUIRED to return their certificates to have them re-issued by the
Transfer Agent. All certificates heretofore issued will continue to represent
fully paid and non-assessable shares of the Common Stock and/or Preferred Stock
of the Company. The Amendment will not change any of the terms of our Common
Stock or Preferred Stock and holders thereof will have the same voting rights
and rights to dividends and distributions and each shareholder’s percentage
ownership of Company will not be altered.
The
following table sets forth information regarding the beneficial ownership as of
April 27, 2010 of BSFG
common stock by (i) each of our executive officers, (ii) each of our directors
and (iii) each person known by us to own beneficially more than five percent
(5%) of the outstanding common stock. The address for each of the persons and
entities listed below is 7377 E. Doubletree Ranch Road, Suite 200, Scottsdale,
Arizona85258. Except as otherwise noted, the persons listed below have sole
investment and voting power with respect to the common stock owned by
them.
Name
No.
of Shares
Beneficially
Owned(1)
Percentage
of
Shares
(2)
Hayjour
Family Limited Partnership
7,500,000
(3)
21.2
%
Steve
Phelps
3,000,000
(4)
8.5
%
Vic
Sibilla
2,625,000
(5)
8.0
%
Richard
A. Papworth
120,000
.3
%
Paul
Voorhees
6,700,000
18.9
%
All
executive officers and directors as a group (2 persons)
7,620,000
21.5
%
[Missing Graphic Reference]
(1)
Beneficial
ownership is determined in accordance with the rules of the U.S.
Securities and Exchange Commission. In general, a person who has voting
power or investment power with respect to securities is treated as a
beneficial owner of those securities. Common stock subject to options and
warrants currently exercisable or exercisable within 60 days of April 27, 2010 count as
outstanding for computing the percentage beneficially owned by the person
holding these options or warrants.
(2)
Percentages
are based on 35,405,588 shares of common stock outstanding as of April 27,2010
(3)
All
shares held indirectly by Jeffrey I. Rassás, the sole director, President
and Chief Executive Officer of YouChange, Inc. as a general partner of
Hayjour Family Limited Partnership.
(4)
Includes
75,000 shares held by Mr. Phelps in his IRA and 75,000 shares held by wife
Kimberley Phelps in her IRA.
(5)
Includes
75,000 shares held by Mr. Sibilla in his IRA and 75,000 shares held by
wife Geraldine Sibilla in her IRA 150,000 shares owned by minor children
and 75,000 of another child, all that share Mr. Sibilla’s
household.
OTHER MATTERS
No matters other than those discussed
in this Information Statement are contained in the written consent signed by the
holders of a majority of the voting power of the Company.
4
INTERESTS
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS ACTED UPON
No officer or director of the Company
has any substantial interest in the matters acted upon, other than his or her
role as an officer or director of the Company. No director of the Company
opposed the action taken by the Company set forth in this Information
Statement.
