Tristar Acquisition : Attorney Letter with Respect to Current Information

Date:	February 18, 2022
To:	OTC Markets, Inc.
	304 Hudson Street Second Floor
	New York, NY 10013
Re:	Tristar Acquisition Group, Inc.
	OTC Disclosure Statement Amendments 1Q2019 - 3Q2021

Dear Sir or Madam:

I have been asked by Tristar Acquisition Group, Inc. (the "Issuer") to provide OTC Markets, Inc. a letter with respect to the information publicly disclosed by the Issuer and published in the OTC Disclosure and News Service. I understand that this letter will be posted by the Issuer and will be published, accompanying the Issuer's disclosure, in the OTC Disclosure and News Service. OTC Markets, Inc. is entitled to rely on such letter in determining whether the Issuer has made adequate current information publicly available within the meaning of Rule 144(c)(2) under the Securities Act of 1933.

I am a U.S. resident and have been retained by the Issuer for the purpose of rendering this letter and related matters. I am serving as disclosure counsel for the Issuer and have been retained also for the purpose of reviewing the current information supplied by the Issuer. I have examined such corporate records and other documents and such questions of law as I have considered necessary or appropriate for the purpose of rendering this letter. We have not received, and do not have any agreement to receive, shares of the Issuer's stock in payment for services.

I am licensed to practice law in the state of New York. I am allowed to practice before the SEC and am not prohibited from practicing before it. I further certify that I am not currently, and have not been in the past five years, suspended or barred from practicing in any state or jurisdiction, and counsel has not been charged in a civil or criminal case. I further certify that I am not currently, and have not been in the past five years, the subject of an investigation, hearing, or proceeding by the SEC, the U.S Commodity Futures Trading Commission (CFTC), the Financial Industry Regulatory Authority (FINRA), or any other federal, state, or foreign regulatory agency.

I have reviewed all the documents provided to OTC Markets, Inc. by the Issuer.

Specifically, I have reviewed the following disclosures, all filed with OTCMarkets.com on February 18, 2022: Annual Disclosure Statement for the year ended December 31, 2020 (FY2020), the Annual Disclosure Statement for the year ended December 31, 2019 (FY2019), the quarterly report for the first, second and third quarter of 2021 (1Q - 3Q2021), the quarterly report for the first, second and third

quarter of 2020 (1Q - 3Q2020) and the quarterly reports for the first, second and third quarter of 2019 (1Q - 3Q2019).

The information referred to herein (i) constitutes "adequate current public information" concerning the Securities and the Issuer and "is available" within the meaning of Rule 144(c)(2) under the Securities Exchange Act; (ii) includes all of the information that a broker-dealer would be required to obtain from the Issuer to publish a quotation for the securities under Ruler 15c2-11 under the Securities Exchange Act of 1934; (iii) complies as to form with the Sheets Guidelines for Providing Adequate Current Information, which are located on the internet at www.otcmarkets.com; and (iv) will be posted in the OTC Disclosure and News Service.

The person responsible for preparing the financial statement contained in the disclosure by the Issuer was M. Rainie, employed by Contractone Professional Services Pte Ltd, a professional firm approved by the Accounting and Corporate Regulatory Authority ("ACRA")1 of Singapore, who is qualified to prepare such financial statements by virtue of professional experience and education. The financial statements have not been audited.

The Issuer's transfer agent is Nevada Agency and Transfer Company, Reno, NV (the "Agent"). The Agent is registered with the SEC. I have used the transfer agent's records to confirm the number of issued and outstanding shares of the Issuer as set forth in the Disclosure Statement and Financial Statements.

I have also reviewed the information published by Issuer on the OTC Disclosure and News Service and have personally met with and discussed the information with management and the sole director of the Issuer, via video conference, specifically, Chris Ginas, President and director of the Issuer ("Ginas").

I also note that Issuer was never a "shell company" as defined in Rules 405 of the Securities Act of 1933 and 12b-2 of the Exchange Act of 1934. To the best of my knowledge, after inquiry of management and directors of the Issuer, neither the Issuer, any 5% shareholder, or any counsel is currently under investigation by any federal or state regulatory authority for any violation of federal or state securities laws. I have relied in part, on prior inquiries and opinions issued by Alan Tucci, Partner, Archer Law.

Notes regarding Restatement of OTC Disclosures

The Issuer determined that certain information in the prior OTC Disclosures for the periods covered by this Opinion required correction and clarification to fully comply with the OTC Disclosure requirements for Pink listed issuers. The following corrections and amendments have been made to the prior filings:

1. Correction for certain clerical errors which misstated dates on the 1st page of filings. More specifically certain dates as entered on the Disclosures were inaccurate as to the time period covered.

1https://www.tis.bizfile.gov.sg/ngbtisinternet/faces/oracle/webcenter/portalapp/pages/TISLandingpage.jspx2009

(Feb. 18, 2022 9:45AM EST).

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1. Upon review of State filings and the records of the Transfer Agent, it was determined that changes in the number of outstanding shares of the Common and Preferred shares were not properly disclosed in the filings.
2. The Issuer chose to provide greater detail concerning several Change of Control events. Changes in the voting and conversion rights of Preferred Shares are now footnoted in the Disclosures.
3. Annual Disclosures were amended to properly reflect the business and registered address of the Issuer.
4. The Disclosures were amended to conform to the June 24, 2021, OTC Disclosure template as provided by OTC Markets.
5. Filings for FY2019 and FY2020 both annual and quarterly were amended to show Changes of Control more accurately as defined in the June 24, 2021, OTC Disclosure footnotes.
6. Issuances of shares to Ginas were more fully described for greater transparency.
7. Certain other editorial and formatting changes were made to conform the filings with the June 24, 2021, OTC Disclosure format and for clarity of presentation.

Additional information with Respect to Current Information for Companies Designated Caveat Emptor

In accordance with OTC Markets, Inc. guidelines, I note the following additional required information:

1. The sole director, officer and greater than 5% shareholder of the Issuer is Ginas, who has
2. 1. business address of 3609 Hammerkop Drive, North Las Vegas, NV 89084.
3. The following are the consultants and advisors of the Issuer that assisted, prepared or provided information with respect to the Issuer's disclosure:
4. 1. Nevada Agency and Transfer Company, 50 W Liberty St # 880, Reno, Nevada 89501.
   2. J&E Corporate Services Pte Ltd, 9 Kallang Place, #01-06, Singapore 339154.
   3. M. Rainie, Contactone Professional Services Pte Ltd, Coleman Street, #10-06 Singapore 179803.
   4. Allan C. Tucci, Esq., Archer & Grainer PC, 1717 Arch Street, Suite 3500, New York, New York.
   5. Patrick R. Morris, Esq., Morris Legal Corp., 1441 Broadway, 3rd Floor, New York, New York.
5. None of the advisors or consultants listed in Section 2 have any beneficial ownership in the Issuer.
6. As to Ginas, sole director and officer of the Issuer, with a business address of 3609 Hammerkop Drive, North Las Vegas, NV:
7. 1. 500,000 shares of Preferred A convertible on a 1 for 1 basis to Common Stock, originally acquired on or about January 18, 2018. The shares were issued as Restricted shares in book entry form for the sum of $75,000.
   2. 1,000,000 shares of Preferred B convertible on a 1000-1 basis to Common Stock, issued on August 21, 2020, issued as Restricted shares in book entry form. The shares were issued by "Corporate Resolution" to Christopher Ginas for "salary".
   3. 153,000,000 shares of Common Stock, issued on September 3, 2020, issued as Restricted shares in book entry form. The stock was issued under the terms of a Note dated January 18, 2018 in the amount of $15,300 (disclosed in the financial reports

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of the Issuer) originally issued to Bridgeview Capital Partners, LLC and acquired by Ginas.

5. As to Troy Alix ("Alix"), located in Port Jefferson, New York, former director and Treasurer of the Issuer:

1. 1. 500,000 shares of Preferred A convertible on a 1 for 1 basis to Common Stock originally acquired on or about January 18, 2018. The shares were issued as Restricted shares in book entry form for the sum of $75,000.
2. As to Japalang Pte Ltd. ("Japalang"), located at 9 Tagore Lane, Singapore, Singapore
   787472 :
3. 1. 100,000 shares of Preferred B convertible on a 1000-1 basis to Common Stock issued on January 4, 2019, in exchange for 85% of the shares of Japalang, Inc. a Singapore based incorporated company. Based on the terms and conditions of the Stock Exchange and Merger Agreement dated January 4, 2019, Japalang may demand that the Issuer issue up to 100,000,000 shares of common restricted stock and 1,000,000 or Preferred B convertible.
   2. The Control Person of Japalang is Thomas Tan.
4. As to ITP Oil and Gas Int'l, SA, ("ITP"), located at Avenue Monterey 40 2163, Luxembourg, Luxembourg, owner of 18% of the common stock of the Issuer:
5. 1. 34,000,000 shares of restricted common stock issued in 04/27/2011. The shares are restricted and held in book entry form with the Transfer Agent. The Transfer Agent records show the restricted nature of the shares. The shares are held in book entry form, marked as "Restricted" subject to Rule 144. The shares were granted as part of a transaction more fully described in an 8-K filed on March 24, 2011 (the "Filing"). In part the Filing states:
      "On December 23, 2010, we entered into a into a Share Exchange Agreement with Orange Capital Corp., a corporation existing under the laws of British Columbia and ITP Oil & Gas International S.A., a corporation existing under the laws of Luxembourg. Upon the satisfaction or waiver of the conditions set forth in the Share Exchange Agreement, we will acquire all of the issued and outstanding shares of ITP Impianti e Tecnologie di Processo S.p.A., a corporation existing under the laws of Italy in exchange for the Company issuing and delivering to ITP Oil & Gas such number of shares which results in current holders of the Company having 6% of the outstanding shares of the Company and ITP Oil & Gas having 94%. Upon consummation of the Share Exchange, the board of directors of our company will all be appointed by ITP Oil & Gas."2
   2. The Control Person of ITP is Charles El-Moussa.3
6. Bridgeview Capital Partners, LLC, ("Bridgeview") located at 4202 Overlook Cir., Piermont, New York owner of Convertible Promissory Notes:
7. 1. Holder of two (2) Convertible Promissory Notes (the "Notes"). The Notes indicate that they are not registered securities and restricted from resale. Neither of the Notes has been converted to common stock. The Holder loaned the Issuer a total of $58,000 for the Notes, $38,000 on 01/18/2018, and $20,000 on 09/30/2020.

2https://doc.morningstar.com/Document/20223a6df45b6a75f97dc9ad8148e5b1.msdoc/original?clientid=globaldocu ments&key=52dbc583e1012395(Feb. 18, 2022, 10:09AM EST).

3 Id.

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b. The Control Person of Bridgeview is Michael Dobbs.4

I have made specific inquiry to each of the persons listed above with both the management of the Issuer and the Transfer Agent and based solely upon these inquiries and the information provided by to me, none of the individuals or entities named above have sold any securities in the past 12 months, and other than Ginas, no entity or individual is in possession of any material non-public information regarding the Issuer or the Securities that would prohibit them from buying or selling the Securities of the Issuer under Rules 10b-5 or 10b5-1 under the Exchange Act. As the sole director and officer of the Company, Ginas has direct access to non-public information.

No person other than OTC Markets, Inc. is entitled to rely on this letter, however, OTC Markets, Inc. has full and completed permission and right to publish the letter in the OTC Disclosure and News Service for viewing by the public.

Respectfully submitted,

Patrick Ryan Morris, Esq.

Admitted in New York, 1st Dep't, SDNY, EDNY, 2d Cir.

PRM/kwm

4https://apps.dos.ny.gov/publicInquiry/EntityListDisplay(Feb. 18, 2022, 11:19 AM EST).

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