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

                                   Form 10-KSB
(Mark One)

|X|  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934

                  For the fiscal year ended September 30, 2006

|_|  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

       For the transition period from                 to                .
                                      ---------------    ---------------

                        Commission file number: 000-08835

                              Bluestar Health, Inc.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

            Colorado                                             84-0736215
 ------------------------------                               -----------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                       19901 Southwest Freeway, Suite 209
                                 Sugar Land, TX                    77479
                     --------------------------------------       --------
                    (Address of principal executive offices)     (Zip Code)

                    Issuer's telephone number (281) 207-5487

         Securities registered under Section 12(g) of the Exchange Act:

                         Common stock, par value $0.001
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |_| No |X|

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and if no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes  X    No
                                    -----    -----Identification No.)

The issuer's sales for the year ended September 30, 2006 were $0.

The aggregate market value of the issuer's common stock (the only class of
voting stock), held by non-affiliates was approximately $582,060 based on the
average closing bid and asked prices for the common stock on June 30, 2006.

The number of shares outstanding of the issuer's common stock, par value $0.001,
as of June 30, 2007, was 14,000,504.

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them
and identify the part of the form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed
documents should be clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990). None.

           Transitional Small Business Disclosure Format (check one):

                                 Yes       No  X
                                    -----    -----


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<PAGE>


                              Bluestar Health, Inc.

                                TABLE OF CONTENTS
                                -----------------


PART I                                                                     3
------

ITEM 1 - DESCRIPTION OF BUSINESS                                           3
--------------------------------
ITEM 2 - DESCRIPTION OF PROPERTY                                           5
--------------------------------
ITEM 3 - LEGAL PROCEEDINGS                                                 5
--------------------------
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS               6
------------------------------------------------------------

PART II                                                                    7
-------

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS          7
-----------------------------------------------------------------
ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION        10
------------------------------------------------------------------
ITEM 7 - CONSOLIDATED FINANCIAL STATEMENTS                                16
------------------------------------------
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
---------------------------------------------------------
ACCOUNTING AND FINANCIAL DISCLOSURE                                       16
-----------------------------------
ITEM 8A - DISCLOSURE CONTROLS AND PROCEDURES                              16
--------------------------------------------
ITEM 8B - OTHER INFORMATION                                               16
---------------------------

PART III                                                                  17
--------

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
-------------------------------------------------------------
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT                17
----------------------------------------------------------
ITEM 10 - EXECUTIVE COMPENSATION                                          18
--------------------------------
ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
-------------------------------------------------------------
MANAGEMENT AND RELATED STOCKHOLDER MATTERS                                20
------------------------------------------
ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                  21
--------------------------------------------------------
ITEM 13 - EXHIBITS                                                        21
------------------
ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES                          23
------------------------------------------------

--------------------------------------------------------------------------------

                                       2

<PAGE>


                                     PART I

         ITEM 1 - DESCRIPTION OF BUSINESS

General Background
------------------

         As used herein the terms "Company," "we," "our," and "us" refer to
Bluestar Health, Inc., a Colorado corporation and our subsidiaries and
predecessors, unless the context indicates otherwise.

         We were incorporated on April 26, 1977 as Taurus Oil Corporation. We
have changed our name several times to reflect changes in our business, most
recently on August 12, 2004, when we changed our name from Taurus Entertainment
Companies, Inc. to Bluestar Health, Inc.

         On June 12, 2003, we entered into a Stock Exchange Agreement with
Alfred Oglesby, our current majority shareholder, in which Oglesby exchanged all
of his stock in Bluestar Physical Therapy, Inc., a Texas corporation, for
9,650,000 shares of our common stock, representing 94.5% of our outstanding
common stock at the time. This transaction resulted in our acquiring two
physical therapy clinics, one in Jackson, Mississippi the second in Canton,
Mississippi. They provided outpatient physical therapy treatments, primarily for
patients following an injury, surgery, or other event. Their services included
pre- and post-operative orthopedic, spinal, occupational, and sports-related
injuries. These services were provided using physical medicine, which required a
medical doctor to be present during all phases of a patient's treatment.

         In November 2003 we attempted to acquire a third physical therapy
clinic located in Florida which provided physical therapy and rehabilitation
treatment. However, in August, 2004, as a result of a series of material
breaches of the acquisition agreement by the seller, we rescinded the
acquisition in its entirety.

         In May 2005, we closed the two clinics in order to restructure
operations. We planned to restructure the clinics to provide physical therapy
using physical therapists rather than licensed medical doctors and reopen them
in the fall of 2005 or early 2006. However, following the economic consequences
of Hurricane Katrina in August 2005 the Company elected in October 2005 to
permanently close both clinics and instead pursue other business opportunities.
Since the closure of the two clinics in Mississippi, we have had no business
operations or revenues and the Company has sought a business to acquire.

         From October, 2005 through the fall of 2006, we attempted to enter the
custom home building business in the Houston metropolitan area by acquiring the
home building business of Gold Leaf Homes, Inc., a Texas corporation owned by
Thomas Redmon. While portions of the acquisition agreement were implemented,
such as the replacement of our sole director and officer by the owner of Gold
Leaf Homes, no home building business was conducted through Bluestar and the
attempted purchase was not consummated and the parties agreed to the rescission
of the transaction. Mr. Redmon resigned and the sole director and officer of
Bluestar became Richard M. Greenwood, a nominee of our majority shareholder,
Alfred Oglesby.

                                       3

<PAGE>


On February 27, 2007 the Company entered into a Stock Purchase and
Recapitalization Agreement ("Zeon 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. Zeon is a privately held bio-diesel company based in Texas,
purchases bio-diesel fuel from producers, facilitates its blending with
traditional petroleum based diesel fuels and distributes the blended product
primarily through retail outlets.

Business Development
--------------------

Overview

         The Company has transitioned from the management of physical therapy
clinics to a shell corporation seeking an operating business to acquire. The
Company's plan at the end of the fiscal year was to enter the custom home
building business; however, the attempted purchase of Gold Leaf Homes assets to
enter that business was not consummated and the parties agreed to the rescission
of the transaction. BlueStar has subsequently determined the emerging bio-fuel
industry offers an opportunity to build shareholder value. In February 2007 the
Company identified Zeon Fuel, Inc., as a bio-diesel company through which it
could profitably enter the bio-diesel market. Zeon is a privately held
bio-diesel company based in Texas, purchases bio-diesel fuel from producers,
facilitates its blending with traditional petroleum based diesel fuels and
distributes the blended product primarily through retail outlets.

         We previously conducted operations in the areas of physical therapy and
preventative care. Until May 2005, we operated two outpatient physical therapy
and rehabilitation clinics, one in Jackson, Mississippi and one in Canton,
Mississippi. As noted above, we closed the clinics in May 2005 for the purpose
of restructuring their business to non-medical based physical therapy clinics.
However, in August 2005, Hurricane Katrina devastated much of the area around
our clinics and we subsequently decided to permanently close the clinics and
discontinue this line of business.

Principal Products and Services and Their Markets

         The Company currently has no operations, sales or products.

         Prior to closing our clinics in 2005 our principal service was an
outpatient physical therapy treatment, primarily for patients following an
injury, surgery, or other event. These services included pre- and post-operative
orthopedic, spinal, occupational, and sports-related injuries. These services
were provided using physical medicine, which required a medical doctor to be
present during all phases of a patient's treatment.

Competition

         We currently conduct no business operations except an ongoing search
for an operating business to acquire. The business of acquiring an operating
business is very competitive and it is uncertain if the Company will be
successful in seeking to acquire a business which will sustain our existence.

         Our prior business of operating physical and occupational therapy
clinics was highly competitive and underwent continual changes in the manner in
which services were delivered and in which providers are selected. Competitive
factors affecting our business included quality of care, cost, treatment
outcomes, convenience of location, and relationships with and ability to meet
the needs of referral and payor sources. Our clinics competed directly or
indirectly with the physical and occupational therapy departments of acute care
hospitals, physician-owned therapy clinics, other private therapy clinics and
chiropractors.

                                       4

<PAGE>


         Of these sources, we believe acute care hospital outpatient therapy
clinics and private therapy clinic organizations were our primary competitors.
Consolidation in the therapy industry happens frequently through the acquisition
of physician-owned and other privately-owned therapy practices.

Suppliers

         We did not purchase goods or services in material amounts from any
particular suppliers.

Customers

         When our clinics were open our customers were individual patients in
need of physical therapy treatments following an injury, surgery, or other
event. The customers were usually referred to us by their primary care
physician.

Intellectual Property

         We have no registered trademarks or service marks.

Government Approvals and Regulations

         Due to our lack of business operations, we are subject to relatively
limited regulatory oversight except in the area of our obligation to maintain
our reporting to the Securities and Exchange Commission under applicable
securities laws.

         When we operated physical therapy clinics we were subject to extensive
federal, state and local regulations that govern healthcare services.

Research and Development

         We have not spent any material amount of time or money on research and
development, and do not anticipate doing so in the future.

Employees

         As of September 30, 2006, we had one employee at the corporate level,
our sole officer and director, Thomas Redmon.

         With the closing of the two clinics all previous employees were
terminated.

         ITEM 2 - DESCRIPTION OF PROPERTY

         Our main office is located in Sugar Land, Texas, where we lease
approximately 500 square feet of office space from our principal shareholder,
Alfred Oglesby.

         ITEM 3 - LEGAL PROCEEDINGS

         On August 27, 2004, Bluestar Physical Therapy, a Division of Bluestar
Health, Inc., filed suit seeking rescission of the transaction by which Bluestar
Physical Therapy acquired HealthQuest, Inc. The suit alleged fraudulent
inducement and first material breach of the contract by HealthQuest and Dr.
Peter Lord, the President and Chief Executive Officer of HealthQuest, which
rendered the continued performance of Bluestar under the agreement impossible.
The suit is Cause No. 2004-47308; Bluestar Physical Therapy, a Division of
Bluestar Health, Inc. v. HealthQuest, Inc. and Peter Lord; filed in the 152nd
Judicial District Court of Harris County, Texas. On January 20, 2006 the purpose
for the lawsuit was resolved and the case was dismissed.

                                       5

<PAGE>


         On or about January 25, 2007 management was informed that on November
11, 2006 BlueStar Health, Inc. and BlueStar Acquisition, Inc., a shell
subsidiary of BlueStar Health, Inc (inactive) were added as co-defendants in a
lawsuit originally filed April 24, 2004 which included as original defendants
Gold Leaf Homes and Thomas Redmon. The suit is Cause No. 2004-19989; Home Loan
Corporation vs. Alvin Mark Eiland, et al filed in the 333rd Judicial District
Court of Harris County, Texas. The lawsuit was brought by the lender which
loaned money to the buyers of two homes built by Gold Leaf and alleges statutory
fraud, breach of contract, breach of fiduciary duty and negligence In the sale
and financing of two homes by Gold Leaf before its attempted acquisition by
Bluestar. The purchasers subsequently defaulted on the loans and the lender
repossessed both properties. The Company has filed a general denial with the
333rd Judicial District Court of Harris County, Texas. The lawsuit seeks
compensatory and punitive damages and attorney's fees from all defendants. The
lawsuit was filed prior to BlueStar Health, Inc. entering into an agreement with
Gold Leaf Homes, Inc. and its owner Thomas Redmon; however, the company was not
advised by Gold Leaf Homes or Mr. Redmon of the lawsuit. Management believes
there is low probability of any adverse impact on the Company or its subsidiary
BlueStar Acquisitions, Inc. except for the costs to defend the action.

         In the ordinary course of business, we are from time to time involved
in various pending or threatened legal actions. The litigation process is
inherently uncertain and it is possible that the resolution of such matters
might have a material adverse effect upon our financial condition and/or results
of operations. However, in the opinion of our management, matters currently
pending or threatened against us are not expected to have a material adverse
effect on our financial position or results of operations.


         ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         There have been no events that are required to be reported under this
Item.

                                       6

<PAGE>


                                     PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock is currently quoted on the over the counter market
Pink Sheets under the symbol "BLSH" and has traded under that symbol since
August 20, 2004. Prior to August 20, 2004, our common stock was traded under the
symbol "TAUR." The Pink Sheets is a quotation medium where NASD member
broker/dealers can publish their quotations through an electronic quotation
service. Our common stock is only traded on a limited or sporadic basis and
should not be deemed to constitute an established public trading market. There
is no assurance that there will be liquidity in the common stock.

         Below is a table indicating the range of high and low bid price for the
common stock for each quarterly period within the most recent two fiscal years,
as reported by Pink Sheets. The information reflects prices between dealers, and
does not include retail markup, markdown, or commission, and may not represent
actual transactions.



      Fiscal Year                                       Prices
  Ended September 30,    Period                 High               Low

         2005            First Quarter       $    0.73          $    0.26
                         Second Quarter      $    0.35          $    0.13
                         Third Quarter       $    0.30          $    0.10
                         Fourth Quarter      $    0.22          $    0.09

         2006            First Quarter       $    0.24          $    0.12
                         Second Quarter      $    0.42          $    0.10
                         Third Quarter       $    0.25          $    0.08
                         Fourth Quarter      $    0.12          $    0.10

Close on June 30, 2007                                 $   0.10

                                       7

<PAGE>


         The Securities Enforcement and Penny Stock Reform Act of 1990 require
additional disclosure relating to the market for penny stocks in connection with
trades in any stock defined as a penny stock. The Commission has adopted
regulations that generally define a penny stock to be any equity security that
has a market price of less than $5.00 per share, subject to a few exceptions
that we do not meet. Unless an exception is available, the regulations require
the delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated therewith.

Holders

         As of September 30, 2006 and June 30, 2007 there were 14,000,504 shares
of our common stock issued and held by approximately 1,400 holders of record.

Dividend Policy

         We have not paid any dividends on our common stock and do not expect to
do so in the foreseeable future. We intend to apply our earnings, if any, in
expanding our operations and related activities. The payment of cash dividends
in the future will be at the discretion of the Board of Directors and will
depend upon such factors as earnings levels, capital requirements, our financial
condition and other factors deemed relevant by the Board of Directors.

Securities Authorized for Issuance under Equity Compensation Plans

           On September 29, 2004, our Board of Directors approved the Bluestar
Health, Inc. 2004 Non-Qualified Stock Grant and Option Plan (the "2004 Plan").
The Plan offers selected employees, directors, and consultants an opportunity to
acquire our common stock, and serves to encourage such persons to remain
employed by us and to attract new employees. The Plan allows for the award of
stock and options, up to 1,200,000 shares of our common stock. During the year
ended September 30, 2006 we issued 43,410 shares of our common stock under the
plan. The total value of this stock was $6,512. During the year ended September
30, 2005, we issued a total of 1,156,590 shares of our common stock under the
plan to consultants. The total value of this stock was $510,112. All of the
shares available under the Plan have been expended.

         In August 2003, Bluestar adopted a Stock Option and Grant plan (the
"2003 Plan") for employees, officers, directors and consultants which authorized
the issuance of 650,000 shares of common stock. The Plan is administered by the
Board of Directors. The Board of Directors has the exclusive power to select the
participants in the Plan, to establish the terms of the options granted to each
participant, and to make all determinations necessary or advisable. The
following shares were issued under the plan as of September 30, 2004:

     1. 500,000 shares from March 18, 2003 through September 30, 2003 for
consulting services at a value of $225,300.
     2. 148,000 shares for the year ended September 30, 2004 for consulting
services at a value of $106,550.
     3. 2,000 shares for the year ending September 30, 2006 for consulting
services at a value of $300.

                                       8

<PAGE>
<TABLE>
<CAPTION>


         All of the shares available under the Plan have been expended.

         As of September 30, 2006, the information for the 2004 Plan and the
2003 Plan combined is as follows:

                                                                                    Number of securities
                                                                                  remaining available for
                             Number of Securities to       Weighted-average        future issuance under
                             be issued upon exercise       exercise price of     equity compensation plans
                             of outstanding options,     outstanding options,      (excluding securities
                               warrants and rights        warrants and rights     reflected in column (a))
Plan Category                          (a)                        (b)                       (c)

<S>                                   <C>                         <C>                      <C>
Equity compensation plans
approved by security
holders                               - 0 -                       $0                       - 0 -


Equity compensation plans
not approved by security              - 0 -                       $0                       - 0 -
holders

Total                                 - 0 -                       $0                       - 0 -

In addition to the shares issued pursuant to the 2003 Plan and the 2004 Plan,
98,000 shares of common stock were authorized by the board of directors and
issued during the year ending September 30, 2006 in payment of services valued
at $14,700.

Recent Sales of Unregistered Securities

         None.

Purchases of Equity Securities by the Small Business Issuer and Affiliated
Purchasers.

         None.

                                       9
</TABLE>

<PAGE>


ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS

         This Annual Report includes forward-looking statements within the
meaning of the Securities Exchange Act of 1934 (the "Exchange Act"). These
statements are based on management's beliefs and assumptions, and on information
currently available to management. Forward-looking statements include the
information concerning our possible or assumed future results of operations set
forth under the heading "Management's Discussion and Analysis of Financial
Condition or Plan of Operation." Forward-looking statements also include
statements in which words such as "expect," "anticipate," "intend," "plan,"
"believe," "estimate," "consider" or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They
involve risks, uncertainties and assumptions. Our future results and shareholder
values may differ materially from those expressed in these forward-looking
statements. Readers are cautioned not to put undue reliance on any
forward-looking statements

                                       10

<PAGE>


Overview

         During the twelve months ended September 30, 2006 our only business was
the operation of two licensed outpatient physical therapy clinics in
Mississippi. These clinics were acquired in June, 2004 and closed in May 2005
for restructuring. The restructuring plan called for changing the operations
from post-operative care and treatment through the use of physical medicine,
which required a licensed medical doctor to be present during all phases of a
patient's treatment, to care provided by physical therapists rather than a
physician. In August 2005 Hurricane Katrina devastated much of the area around
our two clinics before they were reopened and the storm depleted the area of
potential employees, patients, and other resources necessary to successfully
operate the clinics. Due to the economic consequences of Hurricane Katrina the
Company elected to permanently close both clinics in February 2006.

         The Company has had no source of revenue since closing the clinics, and
has determined to seek an operating business to acquire.

         Starting in October, 2005 we attempted to enter the custom home
building business in the greater Houston, Texas area through acquiring Gold Leaf
Homes, Inc., a Texas homebuilder. Our initial agreement with Gold Leaf was to
acquire them through purchasing all of their outstanding stock. This arrangement
was subsequently changed to a purchase of their homebuilding assets. Ultimately
the transaction was not consummated and the parties agreed to rescission of the
transaction.

         BlueStar has subsequently determined the emerging bio-fuel industry
offers an opportunity to build shareholder value. On February 27, 2007 the
Company entered into a Stock Purchase and Recapitalization Agreement ("Zeon
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. Zeon is a privately held bio-diesel company based
in Texas, purchases bio-diesel fuel from producers, facilitates its blending
with traditional petroleum based diesel fuels and distributes the blended
product primarily through retail outlets.

Year Ended September 30, 2006 Compared to the Year Ended September 30, 2005

Results of Operations

Introduction
------------

         As a result of closing our two outpatient and physical therapy clinics
in May 2005, our financial information for the year ended September 30, 2006
differs significantly from our financial information for the same period one
year earlier. Our revenues for the twelve months ended September 30, 2006, were
$0, compared to $361,506 for the year ended September 30, 2005. The comparison
of these two periods is detailed below.

Revenues, Expenses and Loss from Operations
-------------------------------------------

         Our revenues, general and administrative expenses, value of stock
issued for services, interest expense, and net loss for the year ended September
30, 2006, as compared to the period ended September 30, 2005, is as follows:

                                       11

<PAGE>


                                      Year ended       Year ended
                                     September 30,    September 30,   Percentage
                                         2006             2005          Change
                                     -------------    -------------   ----------
Revenues                             $        --      $     361,506       N/A
General and administrative                 303,508        1,201,479       (75%)
Depreciation                                  --              8,260       N/A
Impairment                                 100,000          167,926        40%
Interest expense                           (76,794)         (15,222)      426%
                                     -------------    -------------
Net loss                             $    (480,302)   $  (1,031,381)       53%
                                     =============    =============

Revenues
--------

         Our revenues were zero compared to the prior year's $361,506 due to the
closure of the clinics and absence of any other business operations. The prior
year included operation of the clinics for five months. As of September 30, 2006
we were continuing our efforts to enter the custom homebuilding business by
closing the Gold Leaf transaction we entered into in February, 2006.

General and Administrative Expenses
-----------------------------------

         Our general and administrative expenses were approximately 75% lower
this year compared to the previous year due to the closing of the physical
therapy clinics in May, 2005, Although we closed the clinics we did have
additional costs associated with those operations into the fiscal year ended
September 30, 2006 and we will still incur some general and administrative
expenses associated with running our corporate office.

Stock issued for services
-------------------------

During the years ended 2006 and 2005, the Company agreed to issue 1,582,359 and
1,156,590 shares, respectively, with a fair value of $248,902 and $510,112,
respectively, for various consulting services.

During 2006, the Company has agreed to issue 567,826 shares to compensate Alfred
Oglesby for providing consulting services, rent and administrative support in
the amount of $66,000, and to issue 550,661 shares to Richard Greenwood for
consulting services in the amount of $56,833. Oglesby and Greenwood continue to
earn $11,000 and $15,000, respectively, per month under month to month contract
services agreements entered into during 2006.

         Depreciation
         ------------

         The Company had no depreciation expense for the year ended September
30, 2006. During the fiscal year ended September 30, 2005 depreciation expense
was $8,260 on the physical assets of $30,926 associated with the discontinued
physical therapy clinics. As of September 30, 2005 management recognized the
expense of abandoning these assets. (See "Impairment" below)

         Impairment
         ----------

         There were no impairment charges taken during the current fiscal year.
This impairment in value of $137,000 was recorded in the quarter ended June 30,
2005, and this is the impairment in value indicated for the year ended September
30, 2005. As of September 30, 2005 management recognized a $30,926 expense to
eliminate the physical assets of associated with these operations.

         During the year ended September 30, 2006 the Company recognized an
impairment of $100,000 related to the receivable due from Gold Leaf Homes.

                                       12

<PAGE>


         Interest Expense
         ----------------

         Interest expense for the period was $76,794; after taking into
consideration a charge of $67,331 to recognize the relative value (cost) of the
warrants issued in the quarter, the remaining $9,463 interest expense, compared
favorably to interest expense of $15,222 for the prior year due to the
elimination of certain obligations assumed by Mr. Oglesby.

         Net Loss
         --------

         Our net loss decreased significantly (53%) this year compared to last
year because of the decrease in our general and administrative expenses from
closing the clinics. We will continue to operate at a significant loss due to
having ongoing expenses and no revenues.


Liquidity and Capital Resources

Introduction
------------

         There is substantial doubt about our ability to continue as a going
concern. We have not operated profitably in many years, and do not anticipate
doing so in the near future. Since closing our clinics in May 2005, we have not
had any source of revenue. However, we will continue to seek to raise capital
through a variety of sources to fund operations until such time as we acquire
assets, an operating business or merge with a business that has revenue
generating operations. To date, we have relied primarily on funds provided by
our majority stockholder or exchanging common shares for services and anticipate
continuing to do so until we have operations again.

         Our cash, total current assets, total assets, total current
liabilities, and total liabilities as of September 30, 2006 and September 30,
2005 are as follows:



                                   September      September       Change
                                    30, 2006       30, 2005
                                  -----------    -----------    -----------

Cash                              $        65    $        38    $        27
Total current assets                       65             38             27
Total assets                               65             38             27
Total current liabilities             415,760        398,014         17,746
Total liabilities                 $   415,760    $   458,120    $   (42,360)




Cash Requirements
-----------------

         Currently, our cash requirements consist primarily of general and
administrative expenses maintaining our status as a public company, and certain
debt payments that are in default or become due.

                                       13

<PAGE>
<TABLE>
<CAPTION>


Sources and Uses of Cash
------------------------

Operations

         We did not generate revenues this quarter due to the closing of the two
physical therapy clinics. We are in negotiations to acquire a business outside
the physical therapy industry, and if successful may be able to generate
revenues through the operation of that business.

Financing

         During the fiscal year ended September 30, 2006 the Company
significantly restructured its debt obligations. Our long term debt reduced by
$128,851 primarily through an exchange of 1,000,000 shares of common stock with
our majority share holder Alfred Oglesby. We also used additional advances (net
increase of $52,768 over our previous year end total) and a $100,000 short term
borrowing. Until we can raise additional capital and/or generate revenues from
new earning assets to obtain positive cash flow, we anticipate we will continue
to take advances from our majority shareholder to fund our operations. As of
September 30, 2006, we did not have any specific plan as to how to raise the
necessary capital or increase the revenues other than completing the transition
into a residential homebuilder through the acquisition Gold Leaf Homes. As of
September 30, 2006, our majority stockholder had advanced a total of $238,432;
at September 30, 2006 these advances were non-interest bearing, due on demand
with the understanding they will be repaid as cash becomes available.

Debt Instruments, Guarantees, and Related Covenants
---------------------------------------------------

         We have two primary debt obligations shown on the table below. The
first obligation is a $100,000 principal amount note that was borrowed to then
advance to Gold Leaf Homes. Our principal shareholder, Mr. Alfred Oglesby, has
personally guaranteed the note and pledged 600,000 shares of his Bluestar common
stock as collateral. The second obligation is the amounts due to Mr. Oglesby for
advances from him.



                                                                                                Accrued
                                                          Status as of      Principal at      Interest at
                                                          September 30,     September 30,     September 30,
                                                              2006              2006              2006
                                                          -------------     -------------     -------------

<S>                                                         <C>                <C>               <C>
Term loan, principle and interest at 10% per annum
due April 16, 2006                                          In Default         $  100,000        $    7,721

Non-interest bearing demand loan owed to Alfred
Oglesby for advances to fund operating expenses.             Current           $  238,432        $        0

                                                                            -------------     -------------

Total Debt Obligations and Accrued Interest                                    $  338,432        $    7,721

                                                                            =============     =============





Critical Accounting Policies

         The discussion and analysis of the Company's financial condition and
results of operations are based upon its consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these financial statements
requires the Company to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses.

                                       14
</TABLE>

<PAGE>


Revenue Recognition

         Our revenue recognition policy is objective in that we recognize
revenue when services are performed. Accordingly, there are no estimates or
assumptions that have caused deviation from our revenue recognition policy.

Accounting for Stock-Based Compensation

         We account for stock-based compensation based on the provisions of
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," as amended by the Financial Accounting Standards Board
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation." These rules state that no compensation expense is recorded for
stock options or other stock-based awards to employees that are granted with an
exercise price equal to or above the estimated fair value per share of the
company's common stock on the grant date. We adopted the disclosure requirements
of Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation," which requires compensation expense to be disclosed
based on the fair value of the options granted at the date of the grant.

         Effective October 1, 2006, the Company will be required to adopt FASB
Statement 123R, "Share-Based Payments" ("Statement 123R") using the modified
prospective method. Statement 123R requires public entities to measure the cost
of employee services received in exchange for an award of equity instruments
based on the grant-date fair value of the award (with limited exceptions). That
cost will be recognized over the period during which an employee is required to
provide service in exchange for the award -- the requisite service period
(usually the vesting period).

         Statement 123R applies to all awards granted after the required
effective date and to awards modified, repurchased or cancelled after that date.
Additionally, compensation cost for the portion of the awards for which the
requisite service has not been rendered that are outstanding as of the required
effective date shall be recognized as the requisite service is rendered on or
after the effective date. No option activity occurred during the quarter.

         The Company does not consider any recently issued pronouncements to
have a material impact on its financial statements.

Off-balance Sheet Arrangements

         We have no off-balance sheet arrangements that are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is deemed by our management to be
material to investors.

                                       15

<PAGE>


         ITEM 7 - CONSOLIDATED FINANCIAL STATEMENTS

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm                 F-1

Consolidated Balance Sheets as of September 30, 2006 and 2005           F-2

Consolidated Statements of Operations for the years ended
September 30, 2006 and 2005                                             F-3

Consolidated Statements of Stockholders Deficit for the years
ended September 30, 2006 and 2005                                       F-4

Consolidated Statement of Cash Flows for the years ended
September 30, 2006 and 2005                                             F-5


Notes to Consolidated Financial Statements                           F-6 - F-17

ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

         There have been no events that are required to be reported under this
Item.

         ITEM 8A - CONTROLS AND PROCEDURES

         The Company's president acts both as our chief executive officer and
chief financial officer and is responsible for establishing and maintaining
disclosure controls and procedures for the Company.

         (a)      Evaluation of Disclosure Controls and Procedures

         Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act, as of September 30, 2006. Based on this evaluation, our principal
executive officer and our principal financial officer concluded that, as of the
end of the period covered by this report, our disclosure controls and procedures
were not effective and adequately designed to ensure that the information
required to be disclosed by us in the reports we submit under the Exchange Act
were recorded, processed, summarized and reported within the time periods
specified in the applicable rules and forms and that such information was
accumulated and communicated to our chief executive officer and chief financial
officer, in a manner that allowed for timely decisions regarding disclosure.

         (b)      Changes in Internal Controls

         During the period ended September 30, 2006, there has was a change in
internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect our internal control over financial
reporting. The attempted acquisition of Gold Leaf Homes resulted in the
replacement of our previous sole director and officer with Mr. Thomas Redmon,
the sole shareholder of Gold Leaf Homes. Mr. Redmon's lack of familiarity with
the requirements of adequate record keeping and controls caused a failure to
maintain adequate financial records or controls over financial reporting
processes.



         ITEM 8B - OTHER INFORMATION

         None.

                                       16

<PAGE>


                                    PART III

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Directors and Executive Officers

         The following table sets forth the names and ages of our directors and
executive officers as of September 30, 2006, the principal offices and positions
held by each person, and the date such person became a director or executive
officer. Our executive officers are elected annually by the Board of Directors.
The directors serve one-year terms until their successors are elected. The
executive officers serve terms of one year or until their death, resignation or
removal by the Board of Directors. Unless described below, there are no family
relationships among any of the directors and officers.

Name                      Age       Position(s)

Thomas Redmon             59        President, Chief Financial Officer,
                                    Secretary, and Director
Alfred Oglesby            39        President, CFO, CAO, Secretary, and
                                    Director

Thomas Redmon was appointed as the Company's sole director and sole officer
effective as of February 13, 2006 at what was believed to be the time of our
acquisition of Gold Leaf Homes. Mr. Redmon had been the sole shareholder and
president of Gold Leaf Homes for the prior five years. His experience was in the
design, construction and sale of custom homes.

Alfred Oglesby served as the Company's sole director and officer from June, 2004
until his appointment of Mr. Redmon and resignation in February, 2006. Mr.
Oglesby formed Bluestar Physical Therapy, Inc. in March 2003. From 2000 through
2002, Mr. Oglesby was an investor in several private physical therapy clinics in
the Southwest. From 1998 through 2000, Mr. Oglesby served as a Director and a
Registered Investment Advisor at Oglesby & Londergan, based in Houston, Texas.
From 1996 through 1998, Mr. Oglesby served as a Registered Investment Advisor at
Waddell & Reed Financial Services, based in Houston, Texas. Mr. Oglesby attended
the University of Houston and is a member of the University of Houston's Board
of Directors. Mr. Oglesby is also a member of the Board of Directors of the
Urban League.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own more than ten
percent of a registered class of the Company's equity securities to file with
the SEC initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors and
greater than ten percent shareholders are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file.

         To the Company's knowledge, none of the required parties were
delinquent in making their 16(a) filings during the period ended September 30,
2006.

Board Meetings and Committees

         During the fiscal year ended September 30, 2006, the Board of Directors
took written action on numerous occasions. The written actions were by unanimous
consent.

         The Company presently has no executive committee, nominating committee
or audit committee of the Board of Directors.

Code of Ethics
--------------

         We has not adopted a written code of ethics within the meaning of Item
406(b) of Regulation S-B of the Securities Exchange Act of 1934 and intend to do
so in the future.

                                       17

<PAGE>
<TABLE>
<CAPTION>


ITEM 10 - EXECUTIVE COMPENSATION

         The Summary Compensation Table shows certain compensation information
for services rendered in all capacities for the fiscal years ended September 30,
2006 and 2005. Other than as set forth herein, no executive officer's salary and
bonus exceeded $100,000 in any of the applicable years. The following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.


                                     Summary Compensation Table

                                                                   Change in
                                                                    Pension
                                                    Non-Equity     Value and
                                                    Incentive    Nonqualified
  Name and                        Stock   Option       Plan        Deferred      All Other
 Principal         Salary  Bonus  Awards  Awards   Compensation  Compensation  Compensation   Total
  Position   Year    ($)    ($)     ($)     ($)        ($)            ($)           ($)        ($)
<S>           <C>     <C>    <C>     <C>    <C>         <C>            <C>          <C>        <C>
Thomas        2006    -      -       -       -          -              -             -          -
Redmon

Alfred        2006    -      -       -       -          -              -             -          -
Oglesby       2005    -      -       -       -          -              -             -          -
              2004    -      -       -       -          -              -             -          -





                             OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                      (Individual Grants)


                                                 Percent of
                                 Number of         Total
                                Securities      Options/SARs
                                Underlying       Granted to
                               Options/SARs     Employees In      Exercise or
                                  Granted          Fiscal         Base Price      Expiration
Name                                (#)             Year            ($/Sh)           Date

Thomas Redmon                       N/A              N/A              N/A             N/A

Alfred Oglesby                      N/A              N/A              N/A             N/A


                                                 18
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                            AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
                                        AND FY-END OPTION/SAR VALUES


                            Shares                    Number of Unexercised         Value of Unexercised
                           Acquired                   Securities Underlying       In-The-Money Option/SARs
                              On        Value         Options/SARs at FY-End             at FY-End
                           Exercise    Realized               (#)                          ($)
Name                         (#)         ($)         Exercisable/Unexercisable    Exercisable/Unexercisable

<S>                          <C>         <C>                  <C>                          <C>
Thomas Redmon                N/A         N/A                  N/A                          N/A

Alfred Oglesby               N/A         N/A                  N/A                          N/A

Non-Qualified Stock Grant and Option Plans

           On September 29, 2004, our Board of Directors approved the Bluestar
Health, Inc. 2004 Non-Qualified Stock Grant and Option Plan (the "2004 Plan").
The Plan offers selected employees, directors, and consultants an opportunity to
acquire our common stock, and serves to encourage such persons to remain
employed by us and to attract new employees. The Plan allows for the award of
stock and options, up to 1,200,000 shares of our common stock. During the year
ended September 30, 2006 we issued 43,410 shares of our common stock under the
plan. The total value of this stock was $6,512. During the year ended September
30, 2005, we issued a total of 1,156,590 shares of our common stock under the
plan to consultants of ours. The total value of this stock was $510,112. All
shares authorized under this plan have been expended.

         In August 2003, Bluestar adopted a Stock Option and Grant plan (the
"2003 Plan") for employees, officers, directors and consultants which authorized
the issuance of 650,000 shares of common stock. The Plan is administered by the
Board of Directors. The Board of Directors has the exclusive power to select the
participants in the Plan, to establish the terms of the options granted to each
participant, and to make all determinations necessary or advisable. During the
year ended September 30, 2005, 148,000 shares for consulting services at a value
of $106,550. All shares authorized under this plan have been expended.

         As of September 30, 2006, the information for the 2004 Plan and the
2003 Plan combined is as follows:

                                                                                    Number of securities
                                                                                  remaining available for
                                                                                   future issuance under
                             Number of Securities to       Weighted-average        equity compensation
                             be issued upon exercise       exercise price of         plans (excluding
                             of outstanding options,      outstanding options,    securities reflected in
                               warrants and rights        warrants and rights            column (a))
Plan Category                          (a)                        (b)                       (c)

Equity compensation plans
palns approved by
security holders                      - 0 -                       $0                       - 0 -

Equity compensation plans
plans not approved by                 - 0 -                       $0                         0
security holders

Total                                 - 0 -                       $0                         0


                                                    19
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


Compensation of Directors

       Our director does not receive any compensation for serving as a director.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

         The following table sets forth certain information with respect to the
Company's equity securities owned of record or beneficially by (i) each Officer
and Director of the Company during the period ended September 30, 2006; (ii)
each person who owns beneficially more than 5% of each class of the Company's
outstanding equity securities; and (iii) all Directors and Executive Officers as
a group. The share data set forth is as of July 31, 2007.
                                                                   Amount and
                                                                    Nature of
                                                                   Beneficial
     Title of Class             Name and Address                    Ownership     Percent of Class (1)
----------------------- ---------------------------------       ---------------   --------------------

<S>                     <C>                                       <C>                        <C>
Common Stock            Alfred Oglesby (2)                        9,530,000 (3)              68.1%

Common Stock            Thomas Redmon (2)                              --                      --


                        All Officers and Directors as a
                        Group (1 Person)                          9,530,000                  68.1%

   (1)   Unless otherwise indicated, based on 14,000,504 shares of common stock
         outstanding. Shares of common stock subject to options or warrants
         currently exercisable, or exercisable within 60 days, are deemed
         outstanding for purposes of computing the percentage of the person
         holding such options or warrants, but are not deemed outstanding for
         purposes of computing the percentage of any other person.

   (2)   Unless otherwise indicated, the address of each director is c/o
         Bluestar Health, Inc., 19901 Southwest Freeway, Suite 206, Sugar Land,
         Texas 77479.

   (3)   Mr. Oglesby has pledged 3,600,000 shares as security for certain debt
         obligations.

         The issuer is not aware of any person who owns of record, or is known
to own beneficially, five percent or more of the outstanding securities of any
class of the issuer, other than as set forth above. The issuer is not aware of
any person who controls the issuer as specified in section 2(a)(1) of the
Investment Company Act of 1940. There are no classes of stock other than common
stock issued or outstanding.

          There are currently warrants outstanding to acquire 1,000,000 shares
of our common stock at $0.50 per share. There are no other options, warrants, or
other rights to acquire common stock outstanding.

         On February 13, 2006, Bluestar entered into an Asset Purchase Agreement
(the "Purchase Agreement") with Bluestar Acquisition, Inc., a Texas corporation
and a wholly-owned subsidiary of Bluestar (the "Bluestar Subsidiary"), Gold Leaf
Homes, Inc., a Texas corporation ("Gold Leaf") and Tom Redmon, the sole
shareholder of Gold Leaf ("Redmon"), whereby Bluestar would acquire
substantially all of Gold Leaf's assets in exchange for 37,000,000 shares of
Bluestar's common stock. Bluestar agreed to increase its authorized common stock
from 40,000,000 shares to 100,000,000 shares in order to issue all the common
stock required to be issued under this transaction. As of September 30, 2006,
this transaction was not completed. No shares had been issued and the number of
authorized shares had not been increased. In November, 2006 the company and Gold
Leaf entered into an interim agreement to rescind the February 13, 2006

                                       20
</TABLE>

<PAGE>

agreement. Had the transaction to acquire Gold Leaf Homes closed, it would have
effected a change in control of Bluestar in which Thomas Redmon would become the
majority shareholder.

         ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On October 17, 2005, we entered into a Reorganization and Purchase
Agreement with Alfred Oglesby, then our sole director and officer and a
controlling shareholder, and Gold Leaf Homes, and Tom Redmon, the sole
shareholder of Gold Leaf, whereby (i) we would acquire all of the issued and
outstanding common stock of Gold Leaf from Redmon in exchange for 37,000,000
shares of our common stock, (ii) we would sell substantially all of our assets
to Blue Cat Holdings, Inc., a corporation owned by Oglesby, as consideration for
amounts owed to Oglesby and in exchange for (a) Blue Cat's assumption of
Bluestar's liabilities and (b) Blue Cat's indemnification of Bluestar for
present and future liabilities related to the purchased assets, (iii) Redmon
would purchase 250,000 shares of Bluestar restricted common stock from Oglesby
for $300,000, (iv) we would issue a promissory note to Oglesby in the amount of
$130,000 as consideration for amounts owed to Oglesby.

         On February 13, 2006, we entered into an Asset Purchase Agreement (the
"Purchase Agreement") and Gold Leaf Homes and Tom Redmon, the sole shareholder
of Gold Leaf ("Redmon"). This Purchase Agreement replaced the previous
Reorganization and Purchase Agreement and provided for our purchase of the
homebuilding assets of Gold Leaf instead of the stock of Gold Leaf.

         In connection with the Purchase Agreement, we also entered into a
Transitional Agreement Transitional Agreement with Alfred Oglesby, our president
and sole director, and Gold Leaf whereby we agreed that for the term of the
Transitional Agreement (i) Oglesby will receive a bonus of 3% of the revenues of
each company or assets acquired by Bluestar, payable quarterly in either (a)
cash or (b) Bluestar's common stock, at Oglesby's discretion; (ii) Bluestar will
not issue shares of Bluestar common stock that will be registered on a Form S-8
for a period of 12 months without Oglesby's written consent; (iii) Bluestar will
not issue preferred stock or effectuate a reverse stock split without Oglesby's
written consent; (iv) Bluestar will increase revenues in 2006 by at least 10%
over Gold Leaf's 2005 numbers; (v) Bluestar will complete at least one
acquisition of another company in the same or a related industry to Gold Leaf in
2006; and (vi) Bluestar will remove the restrictive legend on any shares of our
stock owned by Oglesby or his assigns as soon as possible in compliance with
Federal and state securities laws and upon request by Oglesby. These
transactions were not consummated and have subsequently been rescinded.

         We entered into a consulting agreement with ALO Investments, LLC, a
Texas limited liability company controlled by Alfred Oglesby, under which we
will pay ALO a fee of $15,000 per month for the services of Richard M.
Greenwood. The monthly fee and expenses are payable in our common stock or in
cash.

         ITEM 13 - EXHIBITS

         (a)      Exhibits

3.1  (1)       Restated Articles of Incorporation of Taurus Petroleum, Inc.

3.2  (2)       Articles of Amendment to the Articles of Incorporation of Taurus
               Petroleum, Inc.

3.3  (1)       Bylaws of Taurus Oil Corporation.

10.1 (6)       Promissory Note to Brass Bulls Corp.

10.2 (6)       Warrant to Brass Bulls Corp.

                                       21

<PAGE>


10.3 (3)       Reorganization and Purchase Agreement dated October 15, 2005.

10.4 (4)       Asset Purchase Agreement dated February 13, 2006.

10.5 (4)       Transitional Agreement dated February 13, 2006.

10.6 (4)       Escrow Agreement dated February 13, 2006.

10.7 (4)       Consulting Agreement dated February 13, 2006.

10.8 (4)       Convertible Promissory Note dated February 13, 2006.

10.9 (5)       Interim Agreement dated effective as of November 3, 2006 between
               Bluestar Health, Inc., Gold Leaf Homes, Inc., Tom Redmon and
               Alfred Oglesby.

10.10 (5)      Stock Purchase and Recapitalization Agreement dated February 27,
               2007.

10.11 (6)      Promissory Note for $238,432 payable to Alfred Oglesby dated
               March 1, 2007.

10.12 (6)      Promissory Note for $300,000 payable to Alfred Oglesby dated
               March 1, 2007.

10.13 (6)      Consulting Agreement dated June 30, 2007 between the Company and
               Richard M. Greenwood.

10.14 (6)      Amended and Restated Consulting and Indemnity Agreement between
               the Company and Alfred Oglesby, dated June 30, 2007.

10.15 (6)      Consulting Agreement between the Company and ALO Investments,
               LLC, dated June 30, 2007.

31             Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
               and Chief Financial Officer

32             Chief Executive Officer and Chief Financial Officer Certification
               Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section
               906 of the Sarbanes-Oxley Act of 2002.



              (1)   Incorporated by reference from our Annual Report on Form
                    10-KSB for the year ended September 30, 1998, filed with the
                    Commission on January 20, 1999.

              (2)   Incorporated by reference from our Quarterly Report on Form
                    10-QSB for the quarter ended June 30, 2004, filed with the
                    Commission on August 25, 2004.
              (3)   Incorporated by reference from our Report on Form 8-K filed
                    with the Commission on October 21, 2005.

              (4)   Incorporated by reference from our Report on Form 8-K filed
                    with the Commission on February 21, 2006.

              (5)   Incorporated by reference from our Report on form 8-K filed
                    with the Commission on March 5, 2007.

              (6)   Incporporated by reference from our Report on Form 10-QSB
                    for the period ended March 31, 2006, filed with the
                    Commission on September 5, 2007.

         (b)      Reports on Form 8-K

         We did not file any Current Reports on Form 8-K during the three months
ended September 30, 2006.

                                       22

<PAGE>


         ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

         During the fiscal years ended September 30, 2006 and 2005, LBB &
Associates Ltd;, LLP (formerly Lopez, Blevins, Bork & Associates, LLP) billed us
$9,000 and $17,000 respectively; and, during fiscal year ended September, 30,
2005 Malone & Bailey, PLLC, CPA billed us $19,000 in fees for professional
services for the audit of our annual financial statements and review of
financial statements included in our Form 10-KSBs and Form 10-QSBs.

Audit - Related Fees

         During the fiscal years ended September 30, 2006 and 2005, LBB &
Associates Ltd;, LLP (formerly Lopez, Blevins, Bork & Associates, LLP) and
Malone & Bailey, PLLC, CPA, did not bill us any fees for assurance and related
services related to the performance of the audit or review of our financial
statements.

Tax Fees

         During the fiscal years ended September 30, 2006 and 2005, LBB &
Associates Ltd;, LLP (formerly Lopez, Blevins, Bork & Associates, LLP) Malone &
Bailey, PLLC, CPA, did not bill us any fees for professional services for tax
planning and preparation.

All Other Fees

         During the fiscal years ended September 30, 2006 and 2005, LBB &
Associates Ltd;, LLP (formerly Lopez, Blevins, Bork & Associates, LLP) and
Malone & Bailey, PLLC, CPA did not bill us for any other fees.

         Of the fees described above for the fiscal year ended September 30,
2006 and 2005, 100% were approved by the Board of Directors of the Company as
there was not an Audit Committee in place at the time of the approvals.

                                       23

<PAGE>


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                            Bluestar Health, Inc.,
                                            a Colorado corporation


Date: September 11, 2007                    By:  /s/  Richard M. Greenwood
                                               --------------------------------
                                                      Richard M. Greenwood
                                                      President




         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.


Date: September 11, 2007                    By:  /s/  Richard M. Greenwood
                                               --------------------------------
                                                      Richard M. Greenwood
                                                      President,
                                                      Chief Financial Officer,
                                                      Chief Accounting Officer,
                                                      Secretary, and Director

                                       24

<PAGE>







                              BLUESTAR HEALTH, INC.


                     Consolidated Financial Statements as of
                               September 30, 2006
                      And Report of Independent Registered
                             Public Accounting Firm


BLUESTAR HEALTH, INC.

TABLE OF CONTENTS
================================================================================


                                                                        Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                  F-1

CONSOLIDATED FINANCIAL STATEMENTS:

     Consolidated Balance Sheets at September 30, 2006 and 2005          F-2

     Consolidated Statements of Operations for the years ended
     September 30, 2006 and 2005                                         F-3

     Consolidated Statements of Stockholders' Equity (Deficit)
     for the years ended September 30, 2006 and 2005                     F-4

     Consolidated Statements of Cash Flows for the years ended
     September 30, 2006 and 2005                                         F-5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                            F-6 - F-17


================================================================================

             Report of Independent Registered Public Accounting Firm


The Board of Directors
Bluestar Health, Inc.


We have audited the accompanying balance sheets of Bluestar Health, Inc. (the
"Company") as of September 30, 2006 and 2005, and the related statements of
operations, stockholders' deficit and cash flows for each of the two years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, based on our audits, the financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Bluestar Health, Inc. as of September 30, 2006 and 2005, and the results of its
operations and its cash flows for each of the two years then ended, in
conformity with accounting principles generally accepted in the United States of
America.

As discussed in Note 2 to the financial statements, the Company's recurring
losses from operations, and the need to raise additional financing in order to
execute its 2007 Plan, raises substantial doubt about its ability to continue as
a going concern. (Management's plans as to these matters are also described in
Note 2.) The 2006 financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



/s/  LBB & ASSOCIATES LTD., LLP
----------------------------------
     LBB & ASSOCIATES LTD., LLP
     Houston, Texas


August 30, 2007

                                      F-1

<PAGE>
<TABLE>
<CAPTION>


                                    Bluestar Health, Inc.

                                 CONSOLIDATED BALANCE SHEETS
                                 September 30, 2006 and 2005


                                                                    2006           2005
                                                                 -----------    -----------

                              Assets
Current assets:
<S>                                                              <C>            <C>
Cash in bank                                                     $        65    $        38

                                                                 -----------    -----------
Total current assets                                                      65             38

                                                                 -----------    -----------
                           Total Assets                          $        65    $        38
                                                                 ===========    ===========

               Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable                                                 $    67,866    $    84,966
Accrued expenses                                                       9,462         58,639
Short term debt                                                      100,000         47,593
Current maturities of long term debt                                    --           21,152
Advances from related party                                          238,432        185,664

                                                                 -----------    -----------
                     Total Current Liabilities                       415,760        398,014

Long term debt                                                          --           60,106

                                                                 -----------    -----------
                         Total Liabilities                           415,760        458,120
                                                                 -----------    -----------

                       Stockholders' Deficit

Common stock, $.001 par value, 40,000,000 shares
   authorized, 16,582,863 issued and 14,000,504 and
   13,607,094 outstanding at September 30, 2006 and 2005,
   respectively                                                       14,001         13,607
Preferred stock, $.01 par value, 10,000,000 shares authorized,
   0 shares issued and outstanding                                      --             --
Additional paid in capital                                         2,072,828      1,550,533
Accumulated deficit                                               (2,502,524)    (2,022,222)

                                                                 -----------    -----------
                    Total Stockholders' Deficit                     (415,695)      (458,082)
                                                                 -----------    -----------
            Total Liabilities and Stockholders' Deficit          $        65    $        38
                                                                 ===========    ===========



       See accompanying summary of accounting policies and notes to financial statements.

                                            F-2

================================================================================
</TABLE>

<PAGE>


                            Bluestar Health, Inc.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 For the Years Ended September 30, 2006 and 2005


                                                     2006              2005
                                                 ------------      ------------
                     Revenues

Revenues                                         $       --        $    361,506

                                                 ------------      ------------
                  Total Revenues                         --             361,506
                                                 ------------      ------------

               Operating Expenses:

General and administrative                            303,508         1,201,479
Impairment                                            100,000           167,926
Depreciation                                             --               8,260

                                                 ------------      ------------
             Total operating expenses                 403,508         1,377,665
                                                 ------------      ------------

Operating loss                                       (403,508)       (1,016,159)

Interest expense                                      (76,794)          (15,222)

                                                 ------------      ------------
                     Net loss                    $   (480,302)     $ (1,031,381)
                                                 ============      ============

Net loss per share:
  Basic & Diluted                                $      (0.03)     $      (0.08)
                                                 ============      ============
Weighted average shares outstanding:
  Basic & Diluted                                  13,897,823        13,311,463
                                                 ============      ============


                 See accompanying summary of accounting policies
                       and notes to financial statements.

                                       F-3

================================================================================

<PAGE>
<TABLE>
<CAPTION>



                                         Bluestar Health, Inc.
                        Consolidated Statement of Stockholders Equity (Deficit)
                                          For the Years Ended
                                      September 30, 2006 and 2005


                                                               Additional
                                Common Stock                     Paid in    Accumulated
                                   Shares         Amount         Capital      Deficit         Total
                                -----------    -----------    -----------   -----------    -----------
<S>                              <C>           <C>            <C>           <C>            <C>
Balance, September 30, 2004      12,298,504    $    12,299    $ 1,018,419   $  (990,841)   $    39,877

Stock issued for services         1,156,590          1,156        508,956                      510,112
Stock issued for cash               152,000            152         23,158                       23,310
Net loss                                                                     (1,031,381)    (1,031,381)
                                -----------    -----------    -----------   -----------    -----------

Balance, September 30, 2005      13,607,094         13,607      1,550,533    (2,022,222)      (458,082)

Stock issued for services (1)       393,410            394        248,508                      248,902
Liquidation of debt (1)                                           206,456                      206,456
Debt discount (1)                                                  67,331                       67,331
Net loss                                                                       (480,302)      (480,302)
                                -----------    -----------    -----------   -----------    -----------

Balance, September 30, 2006      14,000,504    $    14,001    $ 2,072,828   $(2,502,524)   $  (415,695)
                                ===========    ===========    ===========   ===========    ===========


(1) - See Note 6 for further description of activity and the existence at
September 30, 2006 of shares pending issuance.


            See accompanying summary of accounting policies and notes to financial statements.

                                                 F-4

======================================================================================================

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                              Bluestar Health, Inc.

                             STATEMENTS OF CASH FLOW
                 For the Years Ended September 30, 2006 and 2005


                                                                             2006           2005
                                                                          -----------    -----------
                    Cash flows from operating activities:-
<S>                                                                       <C>            <C>
Net loss                                                                  $  (480,302)   $(1,031,381)
Adjustments to reconcile net loss to cash used in operating activities:
  Stock issued for services                                                   248,902        510,112
  Impairment                                                                  100,000        167,926
  Non cash interest expense                                                    67,331           --
  Depreciation                                                                   --            8,259
Changes in assets and liabilities from operating activity:
  Accounts receivable                                                            --           83,186
  Accounts payable                                                              5,518         51,079
  Accrued expenses                                                              9,023           --

                                                                          -----------    -----------
Net cash used in operating activities                                         (49,528)      (210,819)
                                                                          -----------    -----------

                    Cash flows from investing activities:
Loan to Gold Leaf                                                            (100,000)          --
                                                                          -----------    -----------
Net cash provided by investing activities                                    (100,000)             0
                                                                          -----------    -----------

                    Cash flows from financing activities:
Advances from related parties                                                  52,768        (12,226)
Proceeds from sale of stock                                                      --           23,310
Proceeds from short term debt                                                 100,000         47,593
Net borrowings (payments) on long term debt                                    (3,213)        (3,809)

                                                                          -----------    -----------
Net cash provided by financing activities                                     149,555         54,868
                                                                          -----------    -----------
                              Net change in cash                                   27       (155,951)
Cash, beginning of year                                                            38        155,989
                                                                          -----------    -----------
Cash, end of year                                                         $        65    $        38
                                                                          ===========    ===========

                     Supplemental cash flow information:
                                                                          -----------    -----------
  Interest paid                                                           $     8,639    $     2,553
                                                                          -----------    -----------
  Taxes paid                                                              $      --      $      --
                                                                          -----------    -----------
                              Non-cash activity:
  Settlement of debt for equity                                           $   206,456    $      --
                                                                          -----------    -----------


            See accompanying summary of accounting policies and notes to financial statements.

                                                  F-5

====================================================================================================

</TABLE>

<PAGE>
                              Bluestar Health, Inc.

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of business
------------------

Bluestar Health, Inc. (Bluestar) was a healthcare management company with
operations in the areas of physical therapy and preventative care which operated
through two subsidiaries, Bluestar Physical Therapy, Inc. and PT Centers of
Texas, Inc. In May 2005, Bluestar decided to restructure its operations and
convert the two existing facilities from physical medicine operations into
physical therapy, prevention and wellness operations. During this restructuring,
a natural disaster hit the region in August 2005 and the needed capital and
resources to complete the restructuring were not available. In October, 2005 the
Company determined it was in the shareholders best interest to permanently close
the clinics. Our focus was on identifying a new business that would provide the
Company the opportunity to generate revenue.

We entered into and agreement to merge with Gold Leaf Homes in November, 2005,
which was eventually canceled and replaced by a new asset purchase agreement
(the "Purchase Agreement") that would have brought the Company into the
residential home building business. That transaction was not completed and an
Interim Agreement to rescind the transaction was agreed to in November, 2006.
Accordingly, the accompanying consolidated financial statements do not include
the historical revenues and expenses associated with the subject assets of the
rescinded acquisition transaction with Gold Leaf Homes.

In February of 2007 the Company entered into an agreement to merge with a
private corporation, Zeon Fuel, Inc. which is in the business of distribution
and blending of biodiesel to among other customers, truck stops in the greater
Houston, TX area.

Principles of consolidation
---------------------------

All significant intercompany accounts and transactions have been eliminated in
consolidation.

Use of Estimates
----------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

Cash and Cash Equivalents
-------------------------

Cash and cash equivalents include cash and all highly liquid financial
instruments with purchased maturities of three months or less.

                                      F-6

<PAGE>


                              Bluestar Health, Inc.

                          NOTES TO FINANCIAL STATEMENTS


Goodwill
--------

The Company adopted Statement of Financial Accounting Standards No. 142 ("SFAS
142"), "Goodwill and Other Intangible Assets." SFAS 142 requires that goodwill
be tested for impairment at the reporting unit level (operating segment or one
level below an operating segment) on an annual basis and between annual tests in
certain circumstances. The performance of the test involves a two-step process.
The first step of the impairment test involves comparing the fair value of the
Company's reporting units with the reporting unit's carrying amount, including
goodwill. The Company generally determines the fair value of its reporting units
using the expected present value of future cash flows, giving consideration to
the market comparable approach. If the carrying amount of the Company's
reporting units exceeds the reporting unit's fair value, the Company performs
the second step of the goodwill impairment test to determine the amount of
impairment loss. The second step of the goodwill impairment test involves
comparing the implied fair value of the Company's reporting unit's goodwill with
the carrying amount of that goodwill.

Property and Equipment
----------------------

Property and equipment is stated at cost with depreciation calculated using the
straight-line method over the estimated useful lives. When assets are retired or
otherwise removed from the accounts, any resulting gain or loss is reflected in
income for the period. The cost of maintenance and repairs is charged to expense
as incurred, and significant renewals and improvements are capitalized.

Impairment losses are recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amount.

Fair Value of Financial Instruments
-----------------------------------

The Company's financial instruments consist of cash and debt. The carrying
amount of these financial instruments approximates fair value due either to
length of maturity or interest rates that approximate prevailing market rates
unless otherwise disclosed in these consolidated financial statements.

Revenue Recognition
-------------------

The Company considers amounts to be earned once evidence of an arrangement has
been obtained, services are delivered, fees are fixed and determinable and
collectibility is reasonably assured. Accordingly, revenues are generally
recognized as services are provided to patients.

Stock-Based Compensation
------------------------

We account for stock-based compensation based on the provisions of Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," as
amended by the Financial Accounting Standards Board Interpretation No. 44,
"Accounting for Certain Transactions Involving Stock Compensation." These rules
state that no compensation expense is recorded for stock options or other
stock-based awards to employees that are granted with an exercise price equal to
or above the estimated fair value per share of the company's common stock on the
grant date. We adopted the disclosure requirements of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation," which
requires compensation expense to be disclosed based on the fair value of the
options granted at the date of the grant.

                                      F-7

<PAGE>


                              Bluestar Health, Inc.

                          NOTES TO FINANCIAL STATEMENTS


Effective October 1, 2006, the Company will be required to adopt FASB Statement
123R, "Share-Based Payments" ("Statement 123R") using the modified prospective
method. Statement 123R requires public entities to measure the cost of employee
services received in exchange for an award of equity instruments based on the
grant-date fair value of the award (with limited exceptions). That cost will be
recognized over the period during which an employee is required to provide
service in exchange for the award -- the requisite service period (usually the
vesting period).

Statement 123R applies to all awards granted after the required effective date
and to awards modified, repurchased or cancelled after that date. Additionally,
compensation cost for the portion of the awards for which the requisite service
has not been rendered that are outstanding as of the required effective date
shall be recognized as the requisite service is rendered on or after the
effective date.

Allowance for Doubtful Accounts
-------------------------------

Earnings are charged with a provision for doubtful accounts based on a current
review of the collectibility of accounts. Accounts deemed uncollectible are
applied against the allowance for doubtful accounts.

Income Taxes
------------

Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.

Advertising
-----------

Advertising costs are charged to expense in the period incurred. The Company did
not have advertising costs in the years ended September 30, 2006 and 2005.

Basic Loss Per Share
--------------------

Basic loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.

Recent Accounting Pronouncements
--------------------------------

In September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establishes a
framework for measuring fair value in GAAP, and expands disclosures about fair
value measurements. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007. Management is currently
evaluating the impact SFAS No. 157 will have on the Company's financial
position, results of operations, and cash flows.

                                      F-8

<PAGE>


                              Bluestar Health, Inc.

                          NOTES TO FINANCIAL STATEMENTS


In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities - including an amendment of FASB
statement No. 115." This Statement permits all entities to choose, at specified
election dates, to measure eligible items at fair value (the "fair value
option"). A business entity shall report unrealized gains and losses on items
for which the fair value option has been elected in earnings (or another
performance indicator if the business entity does not report earnings) at each
subsequent reporting date. Upfront costs and fees related to items for which the
fair value option is elected shall be recognized in earnings as incurred and not
deferred. If an entity elects the fair value option for a held-to-maturity or
available-for-sale security in conjunction with the adoption of this Statement,
that security shall be reported as a trading security under Statement 115, but
the accounting for a transfer to the trading category under paragraph 15(b) of
Statement 115 does not apply. Electing the fair value option for an existing
held-to-maturity security will not call into question the intent of an entity to
hold other debt securities to maturity in the future. This statement is
effective as of the first fiscal year that begins after November 15, 2007. The
Company is currently analyzing the effects of SFAS 159 but does not expect its
implementation will have a significant impact on the Company's financial
condition or results of operations.

In July 2006, the FASB issued FASB Interpretation ("FIN") No. 48 Accounting for
Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109. FIN
48 prescribes detailed guidance for the financial statement recognition,
measurement, and disclosure of uncertain tax positions recognized in an
enterprise's financial statements in accordance with SFAS No. 109, Accounting
for Income Taxes. Tax positions must meet a more-likely-than-not recognition
threshold at the effective date to be recognized upon the adoption of FIN 48 and
in subsequent periods. FIN 48 will be effective for fiscal years beginning after
December 15, 2006, and the provisions of FIN 48 will be applied to all positions
upon the adoption of the Interpretation. The cumulative effect of this applying
the provisions of this Interpretation will be reported as an adjustment to the
opening balance of retained earnings for that fiscal year. Management is
currently evaluating the impact of FIN 48 on the financial statements but does
not believe that its adoption will have a material effect on the Company's
financial position, results of operations, or cash flows.

In September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering
the Effects of Prior Year Misstatements when quantifying Misstatements in
Current Year Financial Statements ("SAB 108"). SAB 108 requires companies to
evaluate the materiality of identified unadjusted errors on each financial
statement and related financial statement disclosure using both the rollover
approach and the iron curtain approach, as those terms are defined in SAB 108.
The rollover approach quantifies misstatements based on the amount of the error
in the current year financial statement, whereas the iron curtain approach
quantifies misstatements based on the effects of correcting the misstatement
existing in the balance sheet at the end of the current year, irrespective of
the misstatement's year(s) of origin. Financial statements would require
adjustment when either approach results in quantifying a misstatement that is
material. Correcting prior year financial statements for immaterial errors would
not require previously filed reports to be amended. If a Company determines that
an adjustment to prior year financial statements is required upon adoption of
SAB 108 and does not elect to restate its previous financial statements, then it
must recognize the cumulative effect of applying SAB 108 in fiscal 2006
beginning balances of the affected assets and liabilities with a corresponding
adjustment to the fiscal 2006 opening balance in retained earnings. SAB 108 is
effective for interim periods of the first fiscal year ending after November 15,
2006, and will be adopted by the Company in the first quarter of 2007. The
Company does not expect the adoption of this interpretation to have an impact on
its financial position or results of operations.

                                      F-9

<PAGE>


                              Bluestar Health, Inc.

                          NOTES TO FINANCIAL STATEMENTS


NOTE 2 - GOING CONCERN AND IMPAIRMENT

In May 2005, Bluestar decided to restructure its operations and convert the two
existing facilities from physical medicine operations into physical therapy,
prevention and wellness operations. Substantially all the assets, liabilities,
revenues and expenses reflected in the financial statements relate to these
facilities. During this restructuring, hurricane Katrina hit the region in
August 2005 and the needed capital and resources to complete the restructuring
were not available. On February 13, 2006 the Company elected to permanently
close down its physical therapy, prevention and wellness operations which
constituted all of the Company's operations. Management had previously written
off the value of goodwill that had been acquired in the original purchase. This
impairment valued at $137,000 was recorded in the quarter ended June 30, 2005.
In the period ending September 30, 2005 management chose to write down the value
of the physical assets associated with these operations by $30,926 to $0.

Bluestar has incurred losses of $480,302 and $1,031,381 for the years ending
September 30, 2006 and 2005, respectively. Bluestar's financial statements are
prepared using the generally accepted accounting principles applicable to a
going concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, at September 30, 2006,
Bluestar has no current source of revenue. Without realization of additional
capital or acquiring a business with revenue generating operations, it would be
unlikely for Bluestar to continue as a going concern.

These factors raise substantial doubt about the ability of Bluestar to continue
as a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

NOTE 3 - RELATED PARTY TRANSACTIONS

The majority stockholder, Alfred Oglesby, paid expenses on behalf of Bluestar or
advanced Bluestar a total of $238,432 and $185,664 for the years ended September
30, 2006 and 2005, respectively. These advances are non-interest bearing, due on
demand, and are to be repaid as cash becomes available.

The Company advanced $100,000 to Gold Leaf Homes in 2006 while the parties were
acting under the terms of the Purchase Agreement described in Note 1. Subsequent
to the parties' agreement to rescind the transaction, the Company recorded a
$100,000 impairment of this obligation.

On July 1, 2006, Bluestar agreed to a consulting agreement with ALO Investments,
LLC, a limited liability company owned by Alfred Oglesby and Richard Greenwood,
for Richard Greenwood to assist Tom Redmon and Bluestar bring the company
current with its SEC filings and develop policies and procedures for the
emerging publicly held home building business. The contract called for a monthly
fee of $15,000 plus expense reimbursement. The Company has made no payments
under this agreement. This agreement has been superseded (see below).

                                      F-10

<PAGE>


                              Bluestar Health, Inc.

                          NOTES TO FINANCIAL STATEMENTS


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 the sole director and officer of the Company
at the time, 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.

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 material elements of the rescission of 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.

On February 27, 2007 the Company entered into a Stock Purchase and
Recapitalization Agreement ("Zeon 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.

On March 1, 2007 the Company issued two promissory notes to Alfred Oglesby, one
for $238,432 in payment for cash advances and Company expenses paid by Mr.
Oglesby through April 30, 2006, and one for $300,000 as compensation. The
promissory notes bear interest at the rate of 10% commencing March 1, 2007. The
$238,432 note is payable in twenty equal quarterly payments of $16,442
commencing December 1, 2007. The $300,000 note is a demand note under which Mr.
Oglesby may not make demand for more than $40,000 prior to April 1, 2007, and
may make demand for the remaining balance no earlier than 60 days after the
closing of the Company's purchase of Zeon, or October 31, 2007, whichever occurs
first. Both promissory notes are secured by the grant of a security interest in
all of the assets of the Company.

On May 21, 2007 Zeon Fuel, Inc., pursuant to the terms of the parties February
27, 2007 Stock Purchase and Recapitalization Agreement, advanced $91,277 to
Bluestar to pay certain accounts payable due ($51,277) and make an initial
payment ($40,000) to Alfred Oglesby under the terms of the $300,000 demand note.

On June 30, 2007 the Company entered into a Consulting Agreement with Richard M.
Greenwood to replace the previous consulting agreement effective July 1, 2006.
The new agreement provides for payment to Mr. Greenwood of $15,000 per month
retroactive to July 1, 2006, the same commencement date and compensation rate as
the earlier agreement under which no payments were made. The agreement also
provides for a success fee of 1,000,000 shares of the common stock of Bluestar
to be paid upon the successful completion of a merger or other business
combination of the Company with an operating company. The consulting fee to Mr.
Greenwood is payable entirely in common stock upon completion of and filing with
the SEC all financial reports required to bring the Company current with SEC
requirements, and the expense reimbursement may be in either cash or common
stock based upon the share price during the period earned.

                                      F-11

<PAGE>
<TABLE>
<CAPTION>


                              Bluestar Health, Inc.

                          NOTES TO FINANCIAL STATEMENTS


On June 30, 2007 Bluestar agreed to an Amended and Restated Consulting and
Indemnity Agreement with Alfred Oglesby to replace the original Consulting
Agreement dated February 13, 2006 and Indemnity Agreement dated October 15,
2005. The restated agreement provides for Oglesby to provide consulting services
in a variety of areas and provide office space, telephone, internet and other
general office services to the Company from March 1, 2006 through the closing of
the Zeon transaction. In addition, effective as of March 31, 2006, the scope of
Mr. Oglesby's obligation to assume Bluestar financial obligations and indemnify
the Company from all liabilities related to the Company's former physical
therapy operations was expanded to include a $70,000 Bluestar debt. Compensation
to Mr. Oglesby is a fee of 1,000,000 shares of Bluestar common stock plus
$11,000 per month payable in cash or Bluestar common stock commencing April 1,
2006 and terminating at the end of the month in which the Zeon transaction
closes.

On June 30, 2007 Bluestar also entered into a consulting agreement with ALO
Investments, Inc., a Texas limited liability company ("ALO") owned by Alfred
Oglesby and Richard Greenwood. This agreement provides for a fee of $15,000 per
month for providing consulting services related to a variety of potential equity
and debt related capital transactions. The Company will pay ALO a transaction
fee equal to 10% of the net proceeds of any sales of equity, 6-8% of the net
proceeds of any term loans and 2-5% of the maximum availability under any line
of credit. The Company will receive credit against transaction fees for all
monthly consulting fees paid to ALO from the commencement of the agreement. The
fees to ALO shall be paid monthly in cash or accrued unless ALO elects to
receive payment in the form of Bluestar common stock at a discount of 25% from
the market price. The agreement is for a term of one year following the closing
of the Zeon transaction and may be terminated by the Company if within six
months of the Zeon closing ALO does not arrange for and close transactions which
bring a specified amount of additional capital to the Company on terms
acceptable to the Company.

ALO will also receive prior to closing the Bluestar transaction with Zeon
2,450,000 shares of Zeon Fuel Inc. common stock from Zeon on a pre-merger basis
which will be convertible into shares on Bluestar common on the same terms as
other Zeon shareholders.

NOTE 4 - DEBT

Short-term debt consists of the following as of September 30:
                                                                           2006            2005
                                                                       -------------  -------------
<S>                                                                   <C>             <C>
$100,000 note payable to Brass Bulls Corp., dated March 17, 2006,
  secured by assets of a Company shareholder/officer, principal
  and interest at 10% per annum due April 16, 2006. (a)                $     100,000  $        --

$50,000 bank line of credit payable. dated October 2004, secured
  by Company shareholder/officer, interest at  an average of 13% per
  annum due monthly.  (b)                                                       --           47,593
                                                                       -------------  -------------
                                                                       $     100,000  $      47,593
                                                                       -------------  -------------

Long-term debt consists of the following as of September 30:
                                                                           2006            2005
                                                                       -------------  -------------
$70,000 note payable to third party, collateralized by Company stock
  held by officer. (b)                                                 $        --    $      70,000

Note payable to bank secured by automobile asset of an officer,
payments of $605, including interest at 8.5%, due monthly.
(b)                                                                             --           11,258
                                                                       -------------  -------------

                                                F-12
</TABLE>

<PAGE>


                              Bluestar Health, Inc.

                          NOTES TO FINANCIAL STATEMENTS


                                                            --           81,258
Less:  current maturities                                   --          (21,152)
                                                   -------------  -------------
                                                   $        --    $      60,106
                                                   -------------  -------------

(a) The Company issued warrants in connection with this debt. See Note 6.
(b) These obligations have been assumed by Alfred Oglesby under an arrangement
in which Mr. Oglesby agreed to assume the liability and indemnify the Company
from any liability associated with it in exchange for common stock of the
Company. (See Note 3 and Note 9)

NOTE 5 - INCOME TAXES

Bluestar Health, Inc. follows Statement of Financial Accounting Standards Number
109 (SFAS 109), "Accounting for Income Taxes." Deferred income taxes reflect the
net effect of (a) temporary difference between carrying amounts of assets and
liabilities for financial purposes and the amounts used for income tax reporting
purposes, and (b) net operating loss carryforwards. No net provision for
refundable Federal income tax has been made in the accompanying statement of
loss because no recoverable taxes were paid previously. Similarly, no deferred
tax asset attributable to the net operating loss carryforward has been
recognized, as it is not deemed likely to be realized.

The provision for Federal income tax consists of the following:

                                                       2006           2005
                                                   -------------  -------------
Refund attributable to current operations          $    (163,000) $    (351,000)
Less, change in valuation allowance                      163,000        351,000
                                                   -------------  -------------

Net provision                                      $        --    $        --
                                                   -------------  -------------

The Company's effective tax rate during each year is less than the 34% statutory
rate due to the change in the deferred tax valuation allowance.

Significant items comprising our net deferred tax amount are as follows:

                                                       2006           2005
                                                   -------------  -------------
Deferred tax attributable to:

Net operating loss carryover                             851,000        688,000
Less, valuation allowance                               (851,000)      (688,000)
                                                   -------------  -------------

Net deferred tax assets                            $        --    $        --
                                                   -------------  -------------

Bluestar Health has not yet realized income as of the date of this report, and
no provision for income taxes has been made. At September 30, 2006, Bluestar
Health, Inc. had an unused net operating loss carryover approximating $2,500,000
that is available to offset future taxable income; it expires beginning in 2021.

                                      F-13

<PAGE>


                              Bluestar Health, Inc.

                          NOTES TO FINANCIAL STATEMENTS

NOTE 6 - COMMON STOCK

Stock issued for services
-------------------------

In August 2003, Bluestar adopted a Stock Option and Grant plan (the "2003 Plan")
for employees, officers, directors and consultants which authorized the issuance
of 650,000 shares of common stock. The Plan is administered by the Board of
Directors. The Board of Directors has the exclusive power to select the
participants in the Plan, to establish the terms of the options granted to each
participant, and to make all determinations necessary or advisable. No further
shares are authorized for issuance under this plan, and no options are
outstanding, as of September 30, 2006.

On September 29, 2004, our Board of Directors approved the Bluestar Health, Inc.
2004 Non-Qualified Stock Grant and Option Plan (the "2004 Plan"). The Plan
offers selected employees, directors, and consultants an opportunity to acquire
our common stock, and serves to encourage such persons to remain employed by us
and to attract new employees. The Plan allows for the award of stock and
options, up to 1,200,000 shares of our common stock. No further shares are
authorized for issuance under this plan, and no options are outstanding, as of
September 30, 2006.

During the years ended 2006 and 2005, the Company agreed to issue 1,582,359 and
1,156,590 shares, respectively, with a fair value of $248,902 and $510,112,
respectively, for various consulting services. Of these amounts, all 1,156,590
shares issued in 2005 were under the 2004 Plan, and 43,410 shares issued in 2006
were under the 2003 Plan.

During 2006, the Company has agreed to issue 567,826 shares to compensate Alfred
Oglesby for providing consulting services, rent and administrative support in
the amount of $66,000, and to issue 550,661 shares to Richard Greenwood for
consulting services in the amount of $56,833. Oglesby and Greenwood continue to
earn $11,000 and $15,000, respectively, per month under month to month contract
services agreements entered into during 2006. The obligations to Oglesby and
Greenwood will be paid in common stock converted at the market price of the
stock at the end of each month that services are provided.

Liquidation of Debt
-------------------

During the year ended September 30, 2006, Bluestar agreed to issue 1,000,000
shares to Alfred Oglesby in exchange for the settlement of Company liabilities
totaling $206,456. The settlement of the liabilities occurred in the form of
assumption of said liabilities by Mr. Oglesby. Additionally, the Company is
indemnified against any future liability that may arise from the Company's
discontinued physical therapy business by Mr. Oglesby.

Stock issued for cash
---------------------

During the year ended September 2005, the Company issued 152,000 shares of stock
for $23,310. No stock was sold for cash in 2006.

                                      F-14

<PAGE>


                              Bluestar Health, Inc.

                          NOTES TO FINANCIAL STATEMENTS


Warrants
--------

During 2006, the Company recorded a debt discount, with a corresponding credit
to additional paid-in capital, in the amount of $67,331 representing the
relative fair value of warrants issued during 2006 in connection with the
$100,000 note payable described in Note 4. The warrants have a three-year life
expiring March 17, 2009, and an exercise price of $0.50. No warrants have been
exercised, and all 1,000,000 warrants issued remain outstanding.

Shares pending issuance
-----------------------

Of the shares authorized for issuance in 2006, 2,582,359 have not yet been
issued as of September 30, 2006, including 1,567,826 shares to be issued to
Oglesby and 550,661 to be issued to Greenwood for services described above. The
fair value of the shares has been recorded to additional paid in capital, and
the par value will be reclassified to common stock at the time of issuance.

NOTE 7 - EXIT ACTIVITIES

In May 2005, Bluestar decided to restructure its operations and convert the two
existing Mississippi facilities from physical medicine operations into physical
therapy, prevention and wellness operations. Substantially all the assets,
liabilities, revenues and expenses reflected in the financial statements relate
to these facilities. During this restructuring, hurricane Katrina hit the region
in August 2005 and the needed capital and resources to complete the
restructuring were not available. At the end of the fiscal year the Company had
not reopened the facilities. Based on this change in operations, management
decided to write off the value of goodwill that had been acquired in the
original purchase and write down the value of the physical assets associated
with these operations. This impairment in value of $137,000 for goodwill was
recorded in the quarter ended June 30, 2005 and of the physical assets from
$30,926 to $0 was recognized at the year ended September 30, 2005.

An analysis of exit costs and amounts relating the exit activities are as
follows:

                                                         September
                                                         30, 2005
                                                        -----------
Operating expense

General and administrative                              $    58,200
Impairment                                                  167,926
                                                        -----------
Total exit costs recorded                               $   226,126
                                                        -----------

NOTE 8 - COMMITMENTS AND CONTINGENCIES

The Company has office space on a month to month basis. Beginning in April, 2006
this space, office space and other general and administrative support is
provided under a consulting agreement the Company has with Mr. Alfred Oglesby.
The monthly cost for these items is $11,000.

                                      F-15

<PAGE>


                              Bluestar Health, Inc.

                          NOTES TO FINANCIAL STATEMENTS

NOTE 9 - SUBSEQUENT EVENTS

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 Agreement.

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 affected the material elements of the rescission of 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 no Bluestar shares issued to
Redmon. All of 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 and
anticipate executing definitive agreements to complete this process prior to the
Company's transaction with Zeon Fuel, Inc.

On or about January 25, 2007 management was informed that on November 11, 2006
BlueStar Health, Inc. and BlueStar Acquisition, Inc., a shell subsidiary of
BlueStar Health, Inc (inactive) were added as co-defendants in a lawsuit
originally filed April 24, 2004 which included as original defendants Gold Leaf
Homes and Thomas Redmon. The suit is Cause No. 2004-19989; Home Loan Corporation
vs. Alvin Mark Eiland, et al filed in the 333rd Judicial District Court of
Harris County, Texas. The lawsuit alleges statutory fraud, breach of contract,
breach of fiduciary duty and negligence in the sale and financing of two homes
by Gold Leaf before its attempted acquisition by Bluestar. The Company has filed
a general denial with the 333rd Judicial District Court of Harris County, Texas.
The lawsuit was filed prior to BlueStar Health, Inc. entering into an agreement
with Gold Leaf Homes, Inc. and its principal owner Thomas Redmon; however, the
company was not advised by Gold Leaf Homes or Mr. Redmon of the lawsuit.
Management believes there is low probability of any adverse impact on the
Company or its subsidiary BlueStar Acquisitions, Inc.

On February 27, 2007 the Company entered into a Stock Purchase and
Recapitalization Agreement ("Zeon 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 Zeon 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 Global Energy, 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.

                                      F-16

<PAGE>


                              Bluestar Health, Inc.

                          NOTES TO FINANCIAL STATEMENTS

On March 1, 2007 the Company issued two promissory notes to Alfred Oglesby, one
for $238,432 in payment for cash advances (this amount includes the $233,763
reported on the June 30, 2006 Balance Sheet shown above) and Company expenses
paid by Mr. Oglesby through April 30, 2006, and one for $300,000 as
compensation. The promissory notes bear interest at the rate of 10% commencing
March 1, 2007. The $238,432 note is payable in equal twenty equal quarterly
payments of $16,442 commencing December 1, 2007. The $300,000 note is a demand
note under which Mr. Oglesby may not make demand for more than $40,000 prior to
April 1, 2007, and may make demand for the remaining balance no earlier than 60
days after the closing of the Company's purchase of Zeon, or October 31, 2007,
whichever occurs first. Both promissory notes are secured by the grant of a
security interest in all of the assets of the Company.

On May 21, 2007 Zeon Fuel, Inc., pursuant to the terms of the parties February
27, 2007 Stock Purchase and Recapitalization Agreement, advanced $91,277 to
Bluestar to pay certain accounts payable due ($51,277) and make an initial
payment ($40,000) to Alfred Oglesby under the terms of the $300,000 demand note.

On June 30, 2007 the Company entered into a Consulting Agreement with Richard M.
Greenwood to replace the previous consulting agreement signed July 1, 2006. The
new agreement provides for payment to Mr. Greenwood of $15,000 per month
retroactive to July 1, 2006, the commencement date and compensation rate as the
earlier agreement under which no payments were made. The consulting fee to Mr.
Greenwood is payable entirely in common stock and the expense reimbursement may
be in either cash or common stock based upon the share price during the period
earned.

On June 30, 2007 Bluestar agreed to an Amended and Restated Consulting and
Indemnity Agreement with Alfred Oglesby to replace the original Consulting
Agreement dated February 13, 2006 and Indemnity Agreement dated October 15,
2005. The restated agreement provides for Oglesby to provide consulting services
in a variety of areas and provide office space, telephone, internet and other
general office services to the Company from March 1, 2006 through the closing of
the Zeon transaction. In addition, effective as of June 30, 2006, the scope of
Mr. Oglesby's obligation to assume Bluestar financial obligations and indemnify
the Company from all liabilities related to the Company's former physical
therapy operations was expanded to include a $70,000 Bluestar debt. Compensation
to Mr. Oglesby is a fee of 1,000,000 shares of Bluestar common stock (See "NOTE
7 - COMMON STOCK") plus $11,000 per month payable in cash or Bluestar common
stock commencing March 1, 2006 and terminating at the end of the month in which
the Zeon transaction closes.

On June 30, 2007 Bluestar also entered into a consulting agreement with ALO
Investments, Inc., a Texas limited liability company ("ALO") owned by Alfred
Oglesby and Richard Greenwood. This agreement provides for a fee of $15,000 per
month for providing consulting services related to a variety of potential equity
and debt related capital transactions. The Company will pay ALO a transaction
fee equal to 10% of the net proceeds of any sales of equity, 6-8% of the net
proceeds of any term loans and 2-5% of the maximum availability under any line
of credit. The Company will receive credit against transaction fees for all
previously paid monthly consulting fees. The fees to ALO shall be paid monthly
in cash or accrued unless ALO elects to receive payment in the form of Bluestar
common stock at a discount of 25% from the market price. The agreement shall be
for a term of two years following the closing of the Zeon transaction.

ALO will also receive prior to closing the Bluestar transaction with Zeon
2,450,000 shares of Zeon Fuel Inc. common stock from Zeon on a pre-merger basis
which will be convertible into shares on Bluestar common on the same terms as
other Zeon shareholders.

BlueStar Acquisition is a shell entity originally formed to accommodate the Gold
Leaf Home merger. Ultimately, that transaction was rescinded. On June 30, 2007
Bluestar agreed to sell its ownership in BlueStar Acquisition for consideration
of $1.00 to Alfred Oglesby.

                                      F-17