Attached files
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): November 9,
2009
Commission
File
number 333-152959
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BLUESTAR
FINANCIAL GROUP, INC.
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(Exact
name of small business issuer as specified in its charter)
Nevada
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51-0665952
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(State
or other jurisdiction of incorporation or organization)
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(IRS
Employer Identification No.)
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11445 E. Via Linda, Suite 2419, Scottsdale, AZ
85259
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(Address
of principal executive offices)
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480-463-4246
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(Issuer’s
telephone number)
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N/A
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(Former
name, former address and former fiscal year, if changed since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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(a) On
November 9, 2009, Board of Directors of the Registrant dismissed The Blackwing
Group, LLC, its independent registered public account firm. On the
same date, November 9, 2009, the accounting firm of Sam Kan & Company, was
engaged as the Registrant's new independent registered public account firm. The
Board of Directors of the Registrant and the Registrant's Audit Committee
approved of the dismissal of The Blackwing Group, LLC and the engagement of Sam
Kan & Company as its independent auditor.
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None of
the reports of The Blackwing Group, LLC on the Company's financial statements
for either of the past two years or subsequent interim period contained an
adverse opinion or disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles, except that the Registrant's
audited financial statements contained in its Form 10-K for the fiscal year
ended June 30, 2009 a going concern qualification in the registrant's audited
financial statements.
During
the registrant's two most recent fiscal years and the subsequent interim periods
thereto, there were no disagreements with The Blackwing Group, LLC whether or
not resolved, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
The Blackwing Group, LLC 's satisfaction, would have caused it to make reference
to the subject matter of the disagreement in connection with its report on the
registrant's financial statements, nor were there any up to and including the
time of dismissal on November 9, 2009.
The
registrant has requested that The Blackwing Group, LLC furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements. The letter is attached as an exhibit to this Form
8-K.
b) On
November 9, 2009, the registrant engaged Sam Kan & Company as its
independent accountant. During the two most recent fiscal years and the interim
periods preceding the engagement, the registrant has not consulted
Sam Kan
& Company regarding any of the matters set forth in Item 304(a)(1)(v) of
Regulation S-K.
ITEM
9.01 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
a) Not
Applicable.
b) Not
Applicable.
c) Exhibits
No. Exhibits
--- --------
16.1 Letter
from The Blackwing Group, LLC, dated February 10, 2010, to the
Securities and Exchange
Commission regarding
statements included in this Form 8-K
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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
Financial Group, Inc.
(Registrant)
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Date:
February 12, 2010
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By:
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/s/
Richard Papworth
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Richard
Papworth
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Chief
Executive Officer
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