Tristar Acquisition : Quarterly Report - 3Q2021

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

Tristar Acquisition Group, Inc.

3609 Hammerkop Drive North Las Vegas, NV 89084

_______________________________

[phone] https://japalang.sg/ [e-mail] SIC Code 2844

Quarterly Report

For the Period Ending: September 30, 2021

(the "Reporting Period")

As of September 30, 2021, the number of shares outstanding of our Common Stock was:

189,107,504

As of June 30, 2021,the number of shares outstanding of our Common Stock was:

189,107,504

As of December 31, 2020, the number of shares outstanding of our Common Stock was:

189,107,594

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☐

No: ☒

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐ No: ☒

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

Yes: ☐

No: ☒

1 "Change in Control" shall mean any events resulting in:

1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 1 of 13

1. Name and address(es) of the issuer and its predecessors (if any)

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

06/08/2004 to 03/07/2011	Netfone, Inc.
03/07/2011 to 03/08/2018	ITP Corporation
03/08/2018 to Present	Tristar Acquisition Group Inc.

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

03/07/2011 to 03/08/2018	ITP Corporation	Nevada
03/08/2018 to Present	Tristar Acquisition Group Inc.	Nevada

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

On September 4, 2020, the Board of Directors issued 153,000,000 shares of restricted common stock to President and Director Chris Ginas. The Board, with the approval of a majority vote of the shareholders amended the Preferred, Class A share rights to reduce the conversion ratio to 1 for 1 and the voting preference to 1 for 1.

On December 27, 2020, the Board of Directors with the affirmative vote of the majority holders of Preferred, Class B shares issued an additional 1,000,000 shares of Preferred, Class B. Contemporaneously, the Board with the affirmative vote of the majority of holders of Preferred, Class B issued Chris Ginas 1,000,000 of Preferred Class B stock. The Class B is convertible to common stock at 1000 for 1 and has a 1000-1 voting preference.

The address(es) of the issuer's principal executive office:

3609 Hammerkop Drive

North Las Vegas, NV 89084

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☒

No: ☐

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

On December 5, 2017, the Eight Judicial Circuit Court of Nevada located in Clark County, granted an Order appointing Small Cap Compliance, LLC as the Custodian of the Company ("Custodian"). The application, appointment, and duties of

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 2 of 13

a Custodian in the State of Nevada are enumerated in NRS 78.347. A custodian appointed pursuant to this section has all the powers and title of a trustee appointed under NRS 78.590, 78.635 and 78.650, but the authority of the custodian is to continue the business of the corporation and not to liquidate its affairs or distribute its assets, except when the district court so orders and except in cases arising pursuant to paragraph (b) of subsection 1. (See, NRS by 1991, 1188; A 2007, 1317).

2)	Security Information
Trading symbol:	TAGP
Exact title and class of securities outstanding:	Common Stock
		Preferred Stock, Class A
		Preferred Stock, Class B
CUSIP:		89679PL 106
Par or stated value:	$0.001
Total shares authorized:	1,000,000,000	as of date: 09/302021
Total shares outstanding:	189,107,504	as of date: 09/30/2021
Number of shares in the Public Float2:	2,107,504	as of date: 09/30/2021
Total number of shareholders of record:	5	as of date: 09/30/2021

All additional class(es) of publicly traded securities (if any):

Trading symbol:	NA
Exact title and class of securities outstanding:
CUSIP:
Par or stated value:
Total shares authorized:		as of date:
Total shares outstanding:		as of date:
Transfer Agent
Name:	Nevada Agency and Transfer Company ("NATCO")
Phone:	[phone]
Email:	[e-mail]
Address:	www.natco.com
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒	No: ☐

1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

1. "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
2. To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 3 of 13

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐

Shares Outstanding as of Second Most Recent
Fiscal Year End:	*Right-click the rows below and select "Insert" to add rows as needed.
Opening Balance

Date 12/31/2019

Common: 36,107,504

Preferred: 8,333,333

Date of

Transaction

Number of

Class of

Value of

Were the

Individual/ Entity

Reason for share

Restricted or

Exemption

Transaction

type (e.g. new

Shares

Securities

shares

shares

Shares were

issuance (e.g. for

Unrestricted

or

issuance,

Issued (or

issued

issued at

issued to

cash or debt

as of this

Registration

cancellation,

cancelled)

($/per

a discount

(entities must

conversion)

filing.

Type.

shares

share) at

to market

have individual

-OR-

returned to

Issuance

price at

with voting /

Nature of

treasury)

the time

investment

Services

of

control

Provided

issuance?

disclosed).

(Yes/No)

01/04/2019

New[1]

100,000

Pref. B

$0.001

N

Japalang[2]

Sold by

R

Exempt

Issuer

144

Thomas

Tan,

President

09/04/2020

New[3]

153,000,

Commo

$0.001

Y

Chris Ginas,

Granted in

R

Exempt

000

n

President

lieu of cash

144

compensatio

n

12/27/2020

New[4]

1,000,00

Pref. B

$0.001

N

Chris Ginas,

Granted by

R

Exempt

0[5]

President

Issuer

144

Shares Outstanding

on Date of This

Report:

Ending Balance:

Ending

Balance

Date 09/30/2021

Common:

189,107,504

Preferred (Undesignated):: 5,333,3333

Preferred (A Series):

1,000,000

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 4 of 13

Preferred: (B Series):

2,000,000

Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended June 30, 2021, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2019 through June 30, 2021 pursuant to the tabular format above.

Use the space below to provide any additional details, including footnotes to the table above:

1. Class B Preferred issued to Japalang, Inc. 1/4/2019, convertible 1000-1 for common stock with 1000-1 voting preference.

1. On January 4, 2019, the Company entered into a Share Exchange and Merger Agreement ("Agreement") with Japalang. According to the terms of the Agreement, the Company acquired 85% of Japalang in exchange for 100,000,000 restricted Common Shares and 1,000,000 Preferred B Class Shares ("B Shares"). The B Shares are entitled to 1000 votes per share and a 1000-1 conversion to Common Shares. As of 03/31/2019, the Company had issued 100,000 of Preferred B but no shares of Common to Japalang.
2. By majority vote of the shareholders, 153,000,000 shares of restricted common stock was issued to Chris Ginas in lieu of cash compensation (09/04/2020) calculate at $240,000 for 2-years of service as President and director. The Board, Preferred Shareholders and officers agreed to a conversion ratio of $0.00156 per share. The stock is restricted and subject to Rule 144.
3. By majority vote of the Preferred Class B shareholders, and by unanimous vote of the Board of Directors, the Company increased the authorized number of Preferred, Class B shares to 2,000,000. (12/27/2020). By majority vote of the Preferred Class B shareholder, and by unanimous vote of the Board of Directors, the Company issued 1,000,000 Preferred Class B shares to Chris Ginas.

B. Debt Securities, Including Promissory and Convertible Notes

Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.

Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☐

Date of	Outstanding	Principal	Interest	Maturit	Conversion Terms (e.g.	Name of Noteholder	Reason for
Note	Balance ($)	Amount	Accrued	y Date	pricing mechanism for	(entities must have	Issuance (e.g.
Issuance		at	($)		determining conversion of	individual with voting	Loan, Services,
		Issuance			instrument to shares)	/ investment control	etc.)
		($)				disclosed).
01/18/20	$74,628	$38,000	$36,628	01/18/	$0.0001 for restricted	Bridgeview Capital	Loan
18				2019	common shares.[1]	Partners, LLC
						Managing
						Member, Mike
						Dobbs

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3.1 June 24, 2021)	Page 5 of 13